Exhibit 10.1


 


EXECUTION COPY


 


 


 





 



 


 


SECOND AMENDED AND RESTATED

CREDIT AND SECURITY AGREEMENT


 


among


 


GWG DLP FUNDING II, LLC,

as a Borrower,


 


GWG DLP FUNDING III, LLC,

as a Borrower,


 


GWG LIFE, LLC

(formerly known as GWG Life Settlements, LLC),

as the Seller and as the Master Servicer,


 


GWG HOLDINGS, INC.,

as the Performance Guarantor,


 


AUTOBAHN FUNDING COMPANY LLC,

as the Conduit Lender


 


and


 


DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK,

as the Committed Lender and as the Agent


 


 


Dated as of May 11, 2015


 






    	 



    	 



    

 


TABLE OF CONTENTS


  


LIST OF SCHEDULES AND EXHIBITS


 





	Schedules
	 	 	 
	SCHEDULE I	ELIGIBILITY CRITERIA; PERFECTION REPRESENTATIONS	 
	SCHEDULE II-1	REQUIRED POLICY FILE DOCUMENTS	 
	SCHEDULE II-2	REQUIRED ANNUITY DOCUMENTS	 
	SCHEDULE III	CHIEF EXECUTIVE OFFICES; FEDERAL EMPLOYER IDENTIFICATION NUMBERS; LIST OF POLICY ACCOUNTS; PRESENT AND FORMER NAMES	 
	SCHEDULE IV	OPERATING POLICIES AND PRACTICES	 
	SCHEDULE V	CONDITIONS PRECEDENT TO SECOND RESTATEMENT EFFECTIVE DATE	 
	SCHEDULE VI	LIST OF APPROVED QUALIFIED STATES FOR PURCHASE POLICIES	 
	SCHEDULE VII	LIST OF UNREGULATED STATES	 
	SCHEDULE VIII	LIFE SETTLEMENT PROVIDERS	 
	 	 	 
	Exhibits
	 	 	 
	EXHIBIT A	FORM OF BORROWING BASE CERTIFICATE	 
	EXHIBIT B	FORMS OF PURCHASED POLICY DOCUMENTS	 
	EXHIBIT C	FORM OF COMPLIANCE CERTIFICATE	 
	EXHIBIT D	FORM OF COMMERCIAL PAPER REMITTANCE REPORT	 
	EXHIBIT E	FORM OF ALLONGE	 







 






    	 



    	 



    

 


THIS SECOND AMENDED
AND RESTATED CREDIT AND SECURITY AGREEMENT is made as of May 11, 2015, among GWG DLP FUNDING II, LLC, a Delaware limited
liability company, as a Borrower, GWG DLP FUNDING III, LLC, a Delaware limited liability company, as a Borrower, GWG
LIFE, LLC, a Delaware limited liability company (formerly known as GWG Life Settlements, LLC), as the Seller and as the Master
Servicer, GWG HOLDINGS, INC., a Delaware corporation, as the Performance Guarantor, AUTOBAHN FUNDING COMPANY LLC,
a Delaware limited liability company, as the Conduit Lender, and DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, as the
Agent and as the Committed Lender.


 


PRELIMINARY STATEMENTS


 


A.WHEREAS, the
parties hereto (other than GWG DLP Funding III, LLC (the “New Borrower”)) are party to that certain Amended
and Restated Credit and Security Agreement, dated as of January 25, 2013 (as amended, restated, supplemented or otherwise modified
prior to the date hereof, the “Existing Credit Agreement”);


 


B.WHEREAS, GWG
Life, LLC has been appointed to act as the Master Servicer of the Purchased Policies pursuant to the Sale and Servicing Agreement;


 


C.WHEREAS, the
Performance Guarantor owns 100% of the equity interests in the Seller and has executed the Performance Guaranty, pursuant to which
it absolutely and unconditionally guarantees the obligations of the Seller (including as Master Servicer) hereunder and under the
other Related Documents;


 


D.WHEREAS, the
GWG Parties have requested that the Agent and the Lenders make certain modifications to the Existing Credit Agreement and that
the New Borrower be added as a party to the Credit Agreement; and


 


E.WHEREAS, the
Agent and the Lenders have agreed to make the requested modifications to the Existing Credit Agreement on the terms and subject
to the conditions set forth herein;


 


NOW, THEREFORE,
in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto and the New Borrower agree that the Existing Credit Agreement is hereby amended
and restated in its entirety as follows:


 


Article
I



DEFINITIONS


 


Section
1.01Certain Defined Terms.


 


As used in this
Agreement and its schedules and exhibits, the following terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):


 


“17g-5
Representative” means any deal team officer within the New York Asset Securitization Group of DZ Bank.


 


“Accrual
Basis Accounting” has the meaning specified in Section 5.01(a)(i).


 






    	 



    	 



    

 


“Advance”
means a loan made by a Lender to a Borrower pursuant to Article II.


 


“Advance
Amount” means, with respect to any Asset for which any Liquidation Proceeds are received, the product of (i) (x)
in the case of a Hedged Policy, 95% and (y) in the case of an Unhedged Policy, 70% and (ii) the Collateral Balance of such
Asset immediately prior to the sale or payment that gave rise to such Liquidation Proceeds.


 


“Advance
Rate” means, at any time, a fraction (expressed as a percentage), the numerator of which is equal to the Facility Amount,
and the denominator of which is equal to the Net Eligible Receivables Balance.


 


“Adverse
Claim” means a lien, security interest, charge or encumbrance, or other right or claim in, of or on any Person’s
assets or properties in favor of any other Person.


 


“Affected
Party” has the meaning specified in Section 2.10.


 


“Affiliate”
means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect
common control with such specified Person. For the purposes of this definition, “control” when used with respect
to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether
through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.


 


“Agent”
means DZ Bank, in its capacity as agent for the Secured Parties hereunder, and any successor thereto in such capacity appointed
pursuant to Section 7.07.


 


“Agreement”
means this Second Amended and Restated Credit and Security Agreement, as the same may be amended, restated, supplemented or otherwise
modified from time to time hereafter.


 


“Alternative
Rate” means, with respect to any Alternate Rate Interest Period, a per annum rate equal to the Committed Lender’s
cost of funds with respect to funding such Advance during such Alternate Rate Interest Period as certified by the Committed Lender
to the Borrowers upon request of the Borrowers, plus the Applicable Margin.


 


“Alternative
Rate Interest Period” means any Interest Period (or portion thereof) during which an Advance is not funded through the
issuance of the Conduit Lender’s commercial paper or during which such Advance is otherwise to accrue Interest by reference
to the Alternative Rate.


 


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


 


“Annualized
Default Rate” means a percentage determined as of the last day of each Monthly Period equal to (i) the product of
(a) the aggregate Collateral Balance of all Unhedged Policies that became Defaulted Assets during such Monthly Period (such
Collateral Balance being determined without giving effect to any charge-off of such Assets) and (b) 12, divided by (ii) the
average aggregate Collateral Balance of all Eligible Policies which are Unhedged Policies for such Monthly Period. For purposes
of this definition, the term “Unhedged Policy” shall include any Unhedged Policy that has been repurchased by the Seller,
or for which the Seller has made a substitution, pursuant to the Sale and Servicing Agreement.


 


“Annuity”
means the right to all periodic payments due or to become due under an assignable annuity contract.


 






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“Annuity
Documents” means, with respect to any Annuity, collectively, the documents described in Schedule II-2 and all other instruments,
documents and agreements executed and/or delivered under or in connection with any of the foregoing, in each case as the same may
be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof and thereof.


 


“Applicable
Margin” has the meaning specified in the Fee Letter.


 


“Asset”
means any Purchased Annuity or Purchased Policy.


 


“Asset
Documents” means, (i) with respect to any Purchased Policy, the related Purchased Policy Documents and (ii) with respect
to any Purchased Annuity, the related Annuity Documents.


 


“Assignment”
has the meaning specified in the Sale and Servicing Agreement.


 


“Assignment
and Acceptance” means an assignment agreement entered into by any Lender and an assignee pursuant to Section 9.04
in form and substance reasonably satisfactory to the Agent.


 


“Available
Funds” means, with respect to any Monthly Settlement Date, the sum (without duplication) of the following:


 


(a)all
Collections received in respect of the Assets or any Other Conveyed Property during the most recently ended Monthly Period;


 


(b)all
amounts paid by or on behalf of the Seller in respect of Assets repurchased by it pursuant to the Sale and Servicing Agreement
during the most recently ended Monthly Period;


 


(c)all
investment earnings earned on investments in the Collection Account and the Reserve Account during the most recently ended Monthly
Period; 


 


(d)all
amounts paid to or for the account of the Borrowers on or prior to such Monthly Settlement Date pursuant to any applicable Hedge
Agreement (to the extent not previously distributed hereunder); and


 


(e)all
other amounts deposited to the Collection Account during the most recently ended Monthly Period pursuant to this Agreement or any
other Related Document and not enumerated above;


 


provided that, if (i) on
any Monthly Settlement Date, there would not be sufficient funds, after application of Available Funds, as defined above, to pay
the items specified in (i) through (ix) of Section 2.05(a), then Available Funds for that Monthly Settlement Date
will include, in addition to the Available Funds as defined above, amounts on deposit in the Collection Account which would have
constituted Available Funds for the Monthly Settlement Date immediately succeeding that Monthly Settlement Date, up to the amount
necessary to pay such items, and the Available Funds for the immediately succeeding Monthly Settlement Date will be adjusted accordingly;
and provided, further that the Available Funds for any Monthly Settlement Date will exclude any portion of the amounts described
in clauses (a) through (e) above that have been released from the Collection Account prior to such Monthly Settlement
Date pursuant to Section 2.05(c).


 


“Available
Liquidation Proceeds” has the meaning specified in Section 2.05(a).


 






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“Backup
Servicer” means Wells Fargo Bank, National Association, in its capacity as backup servicer under the Backup Servicing
Agreement, and any successor thereto in such capacity.


 


“Backup
Servicer Fees” means the fees payable to the Backup Servicer pursuant to the Backup Servicing Agreement.


 


“Backup
Servicing Agreement” means that certain Backup Servicing Agreement dated as of the Closing Date among the Backup Servicer,
the Master Servicer and the Agent, as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“Bankruptcy
Code” means Title 11 of the United States Code (11 U.S.C. Section 101 et seq.), as amended from time
to time, and any successor statute.


 


“Base Rate”
means, on any date, a fluctuating rate of interest per annum equal to the greater of (a) the average of the rates of interest
publically announced by JPMorgan Chase Bank, N.A. and Citibank, N.A., or their respective successor, as their respective “Prime”
rates and (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%.


 


“Benefit
Plan” means any employee benefit plan as defined in Section 3(3) of ERISA in respect of which a GWG Party or any
ERISA Affiliate of a GWG Party is, or at any time during the immediately preceding six years was, an “employer” as
defined in Section 3(5) of ERISA.


 


“Borrower”
means either of, and “Borrowers” means collectively, GWG DLP II and GWG DLP III.


 


“Borrowing”
means a borrowing consisting of one or more Advances made on the same date.


 


“Borrowing
Base” means, at any time, the sum of (a) the product of the Maximum Advance Rate and the Net Eligible Asset Balance
and (b) all Collections on the Assets then on deposit in the Collection Account (net of any accrued but unpaid Interest, Facility
Fees and all other fees and expenses of the Borrowers).


 


“Borrowing
Base Certificate” means a certificate, in substantially the form of Exhibit A, executed by the Master Servicer and each
Borrower and delivered to the Agent pursuant to Section 3.02 on a Borrowing Date, together with an updated portfolio tape
with respect to the Assets satisfactory to the Agent.


 


“Borrowing
Base Deficiency” means, at any time the amount, if any, by which (a) the Facility Amount exceeds (b) the Borrowing
Base.


 


“Borrowing
Base Surplus” means, at any time, the amount, if any, by which (a) the Borrowing Base exceeds (b) the Facility
Amount.


 


“Borrowing
Date” means the date of any Borrowing hereunder.


 


“Borrowing
Limit” means $105,000,000.


 


“Business
Day” means a day of the year (other than a Saturday or a Sunday) on which banks are not authorized or required to close
in New York City, Minneapolis, MN and The Depositary Trust Company of New York is open for business.


 






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“Capital
Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, contingent share issuances,
economic membership interests, limited liability company interests, participations or other equivalents of or interest in equity
(however designated) of such Person.


 


“Cause”
means, with respect to a Borrower, the conviction of, or the entry of a guilty plea or nolo contendere by, the Independent Director
of such Borrower for a crime of dishonesty or moral turpitude or any action by such Independent Director which constitutes gross
negligence, bad faith or willful misconduct in the conduct of his or her duties as a director of such Borrower.


 


“Change
of Control” means the occurrence of any of the following: (i) GWG Life, LLC shall cease to own, free and clear of
all Adverse Claims, all of the outstanding Capital Stock of, and voting rights with respect to, the Borrowers (or either of them),
(ii) the Performance Guarantor shall cease to own, free and clear of all Adverse Claims, all of the outstanding Capital Stock
of, and voting rights with respect to, the Seller, (iii) the Performance Guarantor merges or consolidates with any other Person
and after giving effect to such merger or consolidation, the Performance Guarantor is not the surviving entity, or (iv) any
event or condition occurs which results in any “person” or “group” (as such terms are used in Sections 13(d)
and 14(d) of the Securities Exchange Act of 1934, as amended), other than a person or group that owns the majority of the Capital
Stock of the Performance Guarantor as of the Second Restatement Effective Date becoming or obtaining rights (whether by means of
warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the outstanding Capital Stock of GWG Holdings, Inc.


 


“Closing
Date” means July 15, 2008.


 


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


 


“Collateral”
has the meaning specified in Section 2.13.


 


“Collateral
Account Agreement” means the Amended and Restated Collateral Account Agreement of even date herewith among the Borrowers,
the Master Servicer, the Agent and the Collateral Account Bank, as the same may be amended, restated, supplemented or otherwise
modified from time to time, and any successor agreement entered into by the Borrowers, the Master Servicer, the Agent and any successor
Collateral Account Bank.


 


“Collateral
Account Bank” means Wells Fargo Bank, National Association, in its capacity as Collateral Account Bank under the Collateral
Account Agreement, and any successor thereto in such capacity.


 


“Collateral
Account Bank Fees” means the fees payable to the Collateral Account Bank pursuant to the Collateral Account Agreement.


 


“Collateral
Assignment” means the assignment of a Purchased Annuity or a Purchased Policy by the applicable Borrower, Titling Trust
or Securities Intermediary to the Agent, in each case in such form as the Agent may approve in writing, such approval not to be
unreasonably withheld, as acknowledged and consented to by the relevant Qualified Obligor.


 






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“Collateral
Balance” means:


 


(a) in the case
of a Purchased Hedged Policy, the sum of (x) (i) with respect to a Purchased Hedged Policy other than an Escrow Policy, the
Purchase Price for such Policy and (ii) with respect to an Escrow Policy, the lesser of (A) the Purchase Price for such
Policy and (B) the funds currently held by an Eligible Escrow Agent pursuant to an Eligible Escrow Agreement in respect of
such Purchase Price and (y) the Purchase Price of the related Purchased Annuity; and


 


(b)in the case
of a Purchased Unhedged Policy, (i) with respect to a Purchased Unhedged Policy other than an Escrow Policy, the Purchase Price
for such Policy together with the amount of all premiums in respect of such Policy that have been paid by or on behalf of the applicable
Borrower or the Titling Trust during the period such Policy was included in the Collateral hereunder and (ii) with respect
to an Escrow Policy, the lesser of (A) the Purchase Price for such Policy and (B) the funds currently held by an Eligible
Escrow Agent pursuant to an Eligible Escrow Agreement in respect of such Purchase Prices;


 


provided that upon receipt of
any Liquidation Proceeds for a Policy, the Collateral Balance of such Policy shall be deemed to be zero.


 


“Collection
Account” means a segregated account established by the Agent and maintained with a bank selected by the Agent in the
name of the Borrowers (or either of them) for the benefit of the Secured Parties.


 


“Collections”
means (a) all cash collections and other cash proceeds of any Asset included in the Collateral or any Other Conveyed Property
relating to any Asset included in the Collateral with respect thereto, including, without limitation, all annuity payments (in
the case of a Purchased Annuity), all Net Death Benefits (in the case of a Purchased Policy) and all prepayments, recoveries, investment
earnings, insurance proceeds, fees, Liquidation Proceeds and other cash proceeds of any Other Conveyed Property with respect to
such Asset available for application to amounts payable in respect of such Asset, (b) any amounts paid to or for the account
of either Borrower pursuant to the terms of any Related Document and (c) all other cash collections and other cash proceeds
of the Collateral.


 


“Commercial
Paper Remittance Report” means a report furnished by the Servicer on behalf of a Borrower to the Agent in substantially
the form attached as Exhibit D.


 


“Committed
Lender” means, collectively, DZ Bank and any other Person (including, without limitation, any present or future Affiliate
of DZ Bank) that agrees, pursuant to an Assignment and Acceptance, to make or hold Advances as a “Committed Lender”.


 


“Conduit
Lender” means, collectively, Autobahn (prior to Autobahn’s cessation, in its sole discretion, as a Conduit Lender
and a Lender pursuant to Section 9.04 hereof) and any other commercial paper conduit (asset backed) that agrees, pursuant
to an Assignment and Acceptance, to make or hold Advances as a “Conduit Lender”.


 


“Consolidated
Net Income” means, with reference to any period and any Person, the net income (or loss) of such Person and its Subsidiaries
calculated on a consolidated basis for such period in accordance with GAAP; provided that the Consolidated Net Income for
the Seller and its Subsidiaries for any period shall reflect and include accrued Expected IRR on the Policies included in the Seller’s
management portfolio during such period.


 


“Contingent
Obligation” of a Person means any agreement, undertaking or arrangement by which such Person assumes, guarantees, endorses,
contingently agrees to purchase or provide funds for the payment of, or otherwise becomes or is contingently liable upon, the obligation
or liability of any other Person, or agrees to maintain the net worth or working capital or other financial condition of any other
Person, or otherwise assures any creditor of such other Person against loss, including, without limitation, any comfort letter,
operating agreement, take-or-pay contract or application for a letter of credit.


 






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“CP Interest
Period” means any Interest Period (or portion thereof) during which an Advance is funded through the issuance of the
Conduit Lender’s commercial paper.


 


“CP Rate”
means, for any CP Interest Period for any Advance, the per annum rate equivalent to the weighted average cost of or related
to the issuance of commercial paper by the Conduit Lender (as determined by the Agent, and which shall include (without duplication)
interest or discount on such commercial paper, the fees and commissions of placement agents and dealers, incremental carrying costs
incurred with respect to commercial paper maturing on dates other than those on which corresponding funds are received by the Conduit
Lender and other borrowings by the Conduit Lender to fund small or odd dollar amounts that are not easily accommodated in the commercial
paper market) to the extent such commercial paper is allocated, in whole or in part, by the Conduit Lender or the Agent on its
behalf to fund or maintain such Advance during such CP Interest Period; provided, however, that if any component of any
such rate is a discount rate, in calculating the “CP Rate” the Agent shall for such component use the rate resulting
from converting such discount rate to an interest bearing equivalent rate per annum.


 


“Custodian”
means Wells Fargo Bank, National Association, in its capacity as custodian under the Custodian Agreement, and any successor thereto
in such capacity.


 


“Custodian
Agreement” means the Second Amended and Restated Custodian Agreement dated as of the Second Restatement Effective Date
among the Master Servicer, the Borrowers, the Agent and the Custodian, together with all instruments, documents and agreements
executed in connection therewith, as such agreement may from time to time be amended, restated, supplemented and/or otherwise modified
in accordance with the terms thereof. 


 


“Custodian
Fees” means the fees payable to the Custodian by the Borrowers pursuant to the Custodian Agreement.


 


“Custodian
File” means, with respect to any Asset, the related “Asset File” as defined in the Custodian Agreement.


 


“Custodian
Receipt” means, with respect to any Assets, an “Asset File Collateral Receipt” (as defined in the Custodian
Agreement).


 


“Default
Funding Rate” means the Base Rate plus 5.00%.


 


“Defaulted
Asset” means any Asset as to which one or more of the following has occurred:


 


(a)in
the case of a Purchased Annuity, a scheduled payment (or portion thereof, other than a de minimus portion) to be made under
the related annuity contract shall be outstanding for more than 90 days from the scheduled due date thereof;


 


(b)such
Asset has become a Liquidated Asset;


 


(c)in
the case of a Purchased Policy, the Net Death Benefit shall not have been received for more than 60 days after the submission for
payment has been made to the related Obligor;


 


(d)[reserved];


 






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(e)the
applicable Obligor has suffered an Insolvency Event;


 


(f)such
Asset is no longer in full force and effect, or, in the case of a Purchased Policy, a lapse in coverage under such Policy has occurred;
or


 


(g)such
Asset is determined to be unenforceable by a court of competent jurisdiction, another Governmental Authority or any Servicer.


 


As used in this definition,
the term “Asset” shall include any Policy that has been repurchased by the Seller, or for which the Seller has made
a substitution, pursuant to the Sale and Servicing Agreement.


 


“Deferred
Fee” has the meaning specified in the Fee Letter.


 


“Delinquent
Asset” means any Purchased Annuity, with respect to which a scheduled payment (or portion thereof, other than a de
minimus portion) to be made under the related annuity contract shall be outstanding for more than 60 days but fewer than 91
days from the scheduled due date thereof.


 


“Determination
Date” means, with respect to any Monthly Settlement Date, the fifth (5th) Business Day immediately preceding
such Monthly Settlement Date.


 


“DZ Bank”
means DZ Bank AG Deutsche Zentral-Genossenschaftsbank and any successor thereto.


 


“Electronic
Ledger” means the electronic master record of the Seller with respect to all of its loans, insurance policies, annuities
and other receivables.


 


“Eligible
Annuity” has the meaning specified on Schedule I.


 


“Eligible
Asset” has the meaning specified on Schedule I.


 


“Eligible
Asset Balance” means, at any time, the aggregate Collateral Balance of the Purchased Annuities and Purchased Policies
which are Eligible Assets at such time.


 


“Eligible
Death Benefit” means, at any time, the aggregate death benefit of the Purchased Policies which are Eligible Assets at
such time.


 


“Eligible
Death Benefit Deficiency” means, at any time the amount, if any, by which (a) the product of (i) 3.5 and (ii)
the Facility Amount exceeds (b) the Eligible Death Benefit.


 


“Eligible
Escrow Agent” means Wells Fargo Bank, National Association, or another escrow agent that has been approved in writing
by the Agent.


 


“Eligible
Escrow Agreement” means (i) the Escrow Agreement dated as of the Closing Date among GWG Life, Wells Fargo Bank,
National Association, as escrow agent, and the Agent, as amended restated, supplemented or otherwise modified from time to time
or (ii) another escrow agreement among GWG Life, an Eligible Escrow Agent and the Agent in form and substance satisfactory
to the Agent.


 


“Eligible
Hedge Counterparty” means a Hedge Counterparty that (i) has a long-term unsecured, non-credit enhanced debt rating
(a “Debt Rating”) from each of Moody’s, Fitch and Standard & Poor’s, or has its obligations under the
relevant Hedge Agreement guaranteed by another Person that has such Debt Ratings pursuant to a guaranty in form and substance satisfactory
to the Agent, (ii) such Debt Ratings are not less than “A” by Fitch, “A” by Standard & Poor’s
and “A2” by Moody’s and (iii) has been approved by the Agent as an Eligible Hedge Counterparty hereunder.


 






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“Eligible
Investments” means any one or more of the following types of investments, excluding any security with the “r”
symbol attached to the rating from Standard & Poor’s and all mortgage-backed securities:


 


(a)direct
interest-bearing obligations of, and interest-bearing obligations guaranteed as to timely payment of principal and interest by,
the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and
credit of the United States;


 


(b)demand
or time deposits in, certificates of deposit of, demand notes of, or bankers’ acceptances issued by any depository institution
or trust company having the Required Rating (as defined below) (at the time of such investment or contractual commitment providing
for such investment) organized under the laws of the United States or any state and subject to supervision and examination by federal
and/or state banking authorities (including, if applicable, the Agent, or any agent of the Agent acting in its commercial capacity);


 


(c)short-term
repurchase obligations pursuant to a written agreement (i) with respect to any obligation described in clause (a) above,
where the Agent has taken actual or constructive delivery of such obligation in accordance with Section 4.1 of the Sale and
Servicing Agreement, and (ii) entered into with the corporate trust department of a depository institution or trust company
having the Required Rating (at the time of such investment or contractual commitment providing for such investment) organized under
the laws of the United States or any state thereof, the deposits of which are insured by the Federal Deposit Insurance Corporation
(including, if applicable, the Agent, or any agent of the Agent acting in its commercial capacity);


 


(d)short-term
securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or
any state having the Required Rating (at the time of such investment or contractual commitment providing for such investment);


 


(e)commercial
paper that (i) is payable in United States dollars and (ii) has the Required Rating;


 


(f)freely
redeemable shares in money market funds rated in the highest applicable rating category by Moody’s, Standard & Poor’s
and (if rated by Fitch) by Fitch; or


 


(g)debt
obligations of any corporation maturing or putable at par or better not more than one week from the date of acquisition and backed
by a letter of credit as to principal and interest issued by a banking institution having the Required Rating (at the time of such
investment or contractual commitment providing for such investment).


 


Eligible Investments
may be purchased by or through the Agent or any of its Affiliates. For purposes of this definition “Required Rating”
shall mean a short-term unsecured debt rating of at least “A-1” by Standard & Poor’s, “P-1” by
Moody’s and, if rated by Fitch, “F1” by Fitch.


 


“Eligible
Medical Underwriter” means American Viatical Services LLC, 21st Services, Fasano Associates, ISC Services
or Examination Management Services, Inc. or any other Person that estimates life expectancies in the ordinary course of business
and has been approved in writing by the Agent in its sole discretion as an “Eligible Medical Underwriter” hereunder.


 






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“Eligible
Policy” has the meaning specified on Schedule I.


 


“Equity
Funded Amount” means, with respect to any Asset for which any Liquidation Proceeds are received, the product of (i) one
minus the Maximum Advance Rate and (ii) the Collateral Balance of such Asset immediately prior to the sale or payment that
gave rise to such Liquidation Proceeds.


 


“ERISA”
means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated
and rulings issued thereunder.


 


“ERISA
Affiliate” means (a) any corporation which is a member of the same controlled group of corporations (within the
meaning of Section 414(b) of the Code) as any GWG Party; (b) a trade or business (whether or not incorporated) under
common control (within the meaning of Section 414(c) of the Code) with any GWG Party or (c) a member of the same affiliated
service group (within the meaning of Section 414(m) of the Code) as any GWG Party, any corporation described in clause (a)
above or any trade or business described in clause (b) above.


 


“Escrow
Policy” means a Policy the Purchase Price for which is currently being held by an Eligible Escrow Agent in accordance
with an Eligible Escrow Agreement.


 


“Event
of Default” has the meaning assigned to that term in Section 6.01.


 


“Excess
Concentration Amount” means, the sum (without duplication) of:


 


(a)if
the Eligible Asset Balance is greater than or equal to $30,000,000, the sum, without duplication of the following amounts:


 


(i)the
amount by which (A) the aggregate Future Value of all Eligible Assets payable by an Obligor which is the Highly Rated Obligor having
the largest payment obligations in respect of Assets, exceeds (B) 25% of the aggregate Future Value of all Eligible Assets;


 


(ii)the
amount by which (A) the aggregate Future Value of all Eligible Assets payable by any Qualified Obligor (not including the Highly
Rated Obligor referenced in clause (i) above) that is rated at least “A”/“A2”, respectively, by Standard
& Poor’s and Moody’s exceeds (B) 15% of the aggregate Future Value of all Eligible Assets;


 


(iii)the
amount by which (A) the aggregate Future Value of all Eligible Assets payable by any Qualified Obligor (not including the Obligors
referenced in clauses (i) and (ii) above) that is rated at least “A-”/“A3”, respectively, by Standard &
Poor’s and Moody’s exceeds (B) 10% of the aggregate Future Value of all Eligible Assets; and


 


(iv)the
amount by which (A) the aggregate Future Value of all Eligible Assets payable by all Qualified Obligors that are rated below “A”
by Standard & Poor’s or below “A2” Moody’s exceeds (B) 25% of the aggregate Future Value of all Eligible
Assets;


 


(b)if
the Eligible Asset Balance is greater than or equal to $30,000,000 and if the aggregate Origination Expenses for all Eligible Assets
exceeds 20% of the aggregate Collateral Balance (calculated, in the case of a Hedged Policy, without including the applicable paired
Annuity) of such Assets, an amount which (when subtracted from the aggregate Origination Expenses of such Assets) would eliminate
such excess;


 






    	10



    	 



    

 


(c)the
amount (if any) by which (A) the aggregate Collateral Balance of the Eligible Assets for which the Life Expectancy of the
related Insured exceeds 168 months exceeds (B) 15% of the greater of (x) the Eligible Asset Balance and (y) $30,000,000;


 


(d)if
the Eligible Asset Balance is greater than or equal to $30,000,000 and if the weighted average Life Expectancy for all Insureds
relating to Eligible Assets (weighted by the respective Collateral Balances of such Assets and based on the Life Expectancies used
for purposes of calculating the Values of the Policies) exceeds 144 months, an amount which (when subtracted from the aggregate
Collateral Balance of the Assets for which the Life Expectancy of the related Insured exceeds 144 months) would eliminate
such excess;


 


(e) the
aggregate, for all Insureds relating to Eligible Assets, of the amount (if any) by which (A) the aggregate Collateral Balance
of the Eligible Assets related to Insureds with primary residences (at the time of the initial sale of the related Policy by the
original owner thereof) in any one Qualified State (other than California, New York and any other state approved in writing by
the Agent as being excluded from the calculations under this clause) exceeds (B) 30% of the greater of (x) the Eligible
Asset Balance and (y) $30,000,000;


 


(f)the
aggregate, for all Eligible Assets which are Hedged Policies, of the amounts (if any) by which (A) the aggregate Collateral Balance
of any of such Eligible Assets relating to the same Insured, exceeds (B) $7,500,000;


 


(g)if
the Eligible Asset Balance is greater than or equal to $30,000,000 and if the average Collateral Balance per Insured relating to
Eligible Policies which are Hedged Policies exceeds $4,000,000, an amount which (when subtracted from the aggregate Collateral
Balance of the Hedged Policies for which the Collateral Balance per Insured exceeds $4,000,000) would eliminate such excess;


 


(h)if
the Eligible Asset Balance is greater than or equal to $30,000,000 and if the weighted average age of the Insured in respect of
all Eligible Policies which are Hedged Policies (weighted by the respective Collateral Balances of such Policies) is less than
80 years, an amount which (when subtracted from the aggregate Collateral Balance of such Hedged Policies the related Insureds of
which have an age of less than 80 years) would eliminate such excess;


 


(i)if
the Eligible Asset Balance is greater than or equal to $30,000,000 and if the average Collateral Balance of Eligible Assets which
are Unhedged Policies is greater than $1,250,000, an amount which (when subtracted from the aggregate Collateral Balance of the
Eligible Assets which are Unhedged Policies for which the Collateral Balance exceeds $1,250,000) would eliminate such excess;


 


(j)the
aggregate, for all Eligible Assets which are Unhedged Policies, of the amount (if any) by which (A) the expected Collateral
Balance of each such Unhedged Policy at the end of the Life Expectancy of the related Insured, exceeds (B) 80% of the Net
Death Benefit payable under such Unhedged Policy;


 


(k)if
the Eligible Asset Balance is greater than or equal to $30,000,000 and if the weighted average Expected IRR for all Eligible Assets
that are Unhedged Policies (weighted by the respective Collateral Balances of such Assets) is less than LIBOR (at the time of acquisition)
plus 5.00%, an amount which (when subtracted from the aggregate Collateral Balance of the Assets for which the Expected IRR is
less than LIBOR (at the time of acquisition) plus 5.00%) would eliminate such deficiency; and


 






    	11



    	 



    

 


(l)
if the Eligible Asset Balance is greater than or equal to $30,000,000 and if the weighted average age (measured from the date issuance
thereof) of all Eligible Policies (weighted by the respective Collateral Balances of such Policies) is less than three (3) years,
an amount which (when subtracted from the aggregate Collateral Balance of the Policies which have an age since issuance of less
than three (3) years) would eliminate such excess.


 


“Excess
Spread” means either or both of the Hedged Policies Excess Spread and the Unhedged Policies Excess Spread, as the context
may require.


 


“Executive
Order” means Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to
Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism.


 


“Existing
Credit Agreement” has the meaning given such term in the Preliminary Statements.


 


“Exit Fee”
has the meaning specified in the Fee Letter.


 


“Expected
IRR” means, with respect to any Policy, the expected internal rate of return on the Purchase Price of such Policy to
the Life Expectancy of the related Insured, as determined by the Master Servicer as of the date on which such Policy was acquired
by the applicable Borrower in accordance with customary industry practice and based on procedures and assumptions satisfactory
to the Agent; provided that if the Agent in good faith disagrees with such calculation, then the Agent may, in its discretion,
re-calculate the Expected IRR, and such re-calculation by the Agent shall be conclusive and binding absent manifest error.


 


“Facility
Amount” means, at any time, the sum, without duplication, of (i) the aggregate face amount of all commercial paper
notes issued by the Conduit Lender to fund or maintain Advances hereunder (net of all unearned discount with respect to any such
notes issued on a discount basis), plus (ii) the aggregate outstanding principal amount of Advances hereunder that were not
funded through the issuance of commercial paper notes by the Conduit Lender, plus (iii) the aggregate accrued and unpaid Interest
and Facility Fees hereunder (without duplication of amounts described in clause (i)).


 


“Facility
Fees” means, collectively, the Program Fees, the Non-Use Fees, the Upfront Fee and the Deferred Fee.


 


“Facility
Rate” means, at any time, the sum of (i) the weighted average Interest Rate on the Advances then outstanding hereunder
(adjusted in a manner satisfactory to the Agent to reflect any Hedge Transactions then in effect), plus (ii) the rate per
annum at which Program Fee accrues, plus (iii) the Collateral Account Bank Fees, Custodian Fees, Life Settlement Servicing
Fees, Master Servicing Fees, Securities Intermediary Fees and Backup Servicer Fees that were payable during the most recently ended
Monthly Period, each expressed as a percentage of the average daily aggregate Collateral Balance of the Eligible Assets during
such Monthly Period and converted to an equivalent rate per annum.


 


“Fee Letter”
means that certain Second Amended and Restated Fee Letter dated as of the Second Restatement Effective Date among the Borrowers,
the Lenders and the Agent, as it may be amended or modified and in effect from time to time. 


 






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“Final
Payout Date” means the date following the Program Maturity Date on which all Advances, all Interest thereon and all other
Obligations have been indefeasibly paid in full in cash.


 


“FINRA”
means the Financial Industry Regulatory Authority.


 


“First
Amendment Effective Date” means December 14, 2010.


 


“Fitch”
means Fitch Ratings or its successor.


 


“Funding
Agreement” means this Agreement, the Liquidity Purchase Agreement and any liquidity agreement, credit support agreement,
purchase agreement or other agreement or instrument executed by any Funding Source with or for the benefit of the Conduit Lender
and relating to this Agreement.


 


“Funding
Source” means (i) the Committed Lender and (ii) any other insurance company, bank or other financial institution
providing liquidity, credit enhancement or back-up purchase support or facilities to the Conduit Lender.


 


“Future
Value” means, for any Purchased Policy and its related Purchased Annuity, if any, the sum of (i) the aggregate death
benefit payable under such Purchased Policy plus, if applicable, (ii) the greater of: (x) the Purchase Price of the related
Purchased Annuity less any payments received in respect thereof as Collections; and (y) 50% of the Purchase Price of such Purchased
Annuity, minus, if applicable, (iii) the related Retained Death Benefit.


 


“GAAP”
means generally accepted accounting principles as in effect from time to time in the United States, applied in a manner consistent
with that used in preparing the financial statements referred to in Section 4.01(z).


 


“Governmental
Authority” means the United States of America, any state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.


 


“GWG DLP
II” means GWG DLP Funding II, LLC, a Delaware limited liability company.


 


“GWG DLP
II Securities Intermediary Agreement” means the Securities Intermediary Agreement dated as of the Second Restatement
Effective Date among GWG Life, the GWG DLP II, the Agent and the Securities Intermediary, together with all instruments, documents
and agreements executed in connection therewith, as such agreement may from time to time be amended, restated, supplemented and/or
otherwise modified in accordance with the terms thereof, and providing the Agent with “control” (within the meaning
of Section 8-106 of the UCC as in effect on the date hereof in the State of New York) over the related Policy Account.


 


“GWG DLP
III” means GWG DLP Funding III, LLC, a Delaware limited liability company.


 


“GWG DLP
III Securities Intermediary Agreement” means the Amended and Restated Securities Intermediary Agreement dated
as of the Second Restatement Effective Date among GWG Life, GWG DLP III, the Agent and the Securities Intermediary, together with
all instruments, documents and agreements executed in connection therewith, as such agreement may from time to time be amended,
restated, supplemented and/or otherwise modified in accordance with the terms thereof, and providing the Agent with “control”
(within the meaning of Section 8-106 of the UCC as in effect on the date hereof in the State of New York) over the related
Policy Account.


 






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“GWG Life”
means GWG Life, LLC (formerly known as GWG Life Settlements, LLC), a Delaware limited liability company.


 


“GWG Parties”
means, collectively, the Borrowers, the Titling Trust, the Performance Guarantor, the Master Servicer (excluding any successor
Master Servicer that is not the Seller or an Affiliate thereof) and the Seller (in each case, whether as Seller or in any other
capacity in connection with the Related Documents).


 


“Hedge
Agreement” means an agreement between a Borrower and a Hedge Counterparty that governs one or more Hedge Transactions
entered into pursuant to Section 2.06, which agreement shall consist of a “Master Agreement” in a form published
by the International Swaps and Derivatives Association, Inc., together with a “Schedule” thereto and one or more “Confirmations”
thereunder confirming the specific terms of each such Hedge Transaction. Each Hedge Agreement shall be consistent with customary
rating agency criteria for “swap-dependent” transactions and shall otherwise be in form and substance satisfactory
to the Agent.


 


“Hedge
Breakage Costs” means, for any Hedge Transaction, any amount payable by a Borrower upon the early termination (in whole
or in part) of that Hedge Transaction.


 


“Hedge
Counterparty” means a counterparty that enters into a Hedge Transaction with a Borrower. Each Hedge Counterparty must
be an Eligible Hedge Counterparty at the time the relevant Hedge Transaction is entered into.


 


“Hedge
Notional Amount Requirement” means, for any date on or after the occurrence of a Hedge Trigger Event, a notional amount
for such date and each Monthly Settlement Date thereafter, equal to the estimated aggregate outstanding principal balance of the
Advances attributable to (if such Hedge Trigger Event has occurred with respect to the Hedged Policies Excess Spread) the Purchased
Hedged Policies or (if such Hedge Trigger Event has occurred with respect to the Unhedged Policies Excess Spread) the Purchased
Unhedged Policies as of such date and each such subsequent Monthly Settlement Date (in either case, plus or minus 5% of such aggregate
outstanding principal balance), as determined by the Agent in its sole discretion after consultation with the Master Servicer.


 


“Hedge
Transaction” means each interest rate hedge transaction (including, without limitation, any interest rate swap, interest
rate cap or other hedge transaction acceptable to the Agent) between a Borrower and a Hedge Counterparty that is entered into pursuant
to Section 2.06 and is governed by a Hedge Agreement.


 


“Hedge
Trigger Event” means, as of any date, the Hedged Policies Excess Spread or the Unhedged Policies Excess Spread is less
than the applicable Minimum Excess Spread on such date.


 


“Hedged
Policies Excess Spread” means, with respect to any Monthly Period, calculated giving effect to any applicable Hedge Transactions
entered into pursuant to Section 2.06, an amount equal to: (A) the product of (i) 12 and (ii) the amount equal to (x) the aggregate
scheduled annuity payments for all Eligible Annuities due and payable during the immediately succeeding Monthly Period, minus (y)
the aggregate scheduled premium payments due and payable during the immediately succeeding Monthly Period, minus (z) the product
of (I) the sum of estimated Interest and Facility Fees payable during the immediately succeeding Monthly Period and (II) a fraction,
the numerator of which is the aggregate Collateral Balance of all Eligible Hedged Policies less the Excess Concentration Amount
as of the end of such Monthly Period, and the denominator of which is the Eligible Asset Balance as of the end of such Monthly
Period, divided by (B) the Collateral Balance of all Eligible Hedged Policies as of the end of such Monthly Period.


 






    	14



    	 



    

 


“Hedged
Policy” means, a Policy that is paired with an Annuity based upon the life of the same underlying Insured.


 


“Highly
Rated Obligor” means an Obligor that has (i) if such Obligor has a financial strength rating from at least two of Standard
& Poor’s, Moody’s, Fitch and A.M. Best, at least two financial strength ratings that are equivalent to (or better
than) (1) “AA-” from Standard & Poor’s (if rated by Standard & Poor’s), (2) “Aa3” from
Moody’s (if rated by Moody’s), (3) “AA-” from Fitch (if rated by Fitch) or (4) “A-” from A.M.
Best (if rated by A.M. Best) or (ii) otherwise, a financial strength rating from one of Standard & Poor’s, Moody’s,
Fitch and A.M. Best and such financial strength rating is equivalent to (or better than) (a) “AA-” from Standard &
Poor’s (if rated by Standard & Poor’s), (b) “Aa3” from Moody’s (if rated by Moody’s), (c)
“AA-” from Fitch (if rated by Fitch) or (d) “A-” from A.M. Best (if rated by A.M. Best).


 


“IEEPA”
means the International Emergency Economic Power Act, 50 U.S.C. § 1701 et. seq.


 


“ILIT Trust
Agreement” means an irrevocable life insurance trust agreement of an Obligor between the Insured, as grantor, and the
related trustee in such form as the Agent may approve in writing (such approval not to be unreasonably withheld).


 


“Indebtedness”
of a Person means such Person’s (i) obligations for borrowed money, (ii) obligations representing the deferred
purchase price of property or services (other than accounts payable arising in the ordinary course of such Person’s business),
(iii) obligations, whether or not assumed, secured by liens or payable out of the proceeds or production from property now
or hereafter owned or acquired by such Person, (iv) obligations which are evidenced by notes, acceptances, or other instruments,
(v) obligations of such Person to purchase securities or other property arising out of or in connection with the sale of the
same or substantially similar securities or property, (vi) capitalized lease obligations, (vii) net liabilities under
interest rate swap, exchange or cap agreements, (viii) Contingent Obligations, (ix) Off Balance Sheet Liabilities, (x) liabilities
in respect of unfunded vested benefits under plans covered by Title IV of ERISA and (xi) any other obligation for borrowed
money or other financial accommodation which in accordance with GAAP would be shown as a liability on the consolidated balance
sheet of such Person.


 


“Indemnified
Amounts” has the meaning assigned to that term in Section 8.01.


 


“Indemnified
Party” has the meaning assigned to that term in Section 8.01.


 


“Independent
Director” means a Person who (i) is not, and has not been during the preceding five years, a stockholder, member,
employee, partner, officer, director, manager or supplier of any GWG Party or any of their respective Affiliates, (ii) does
not have, and has not during the preceding five years had, a personal friendship or business or family relationship with any stockholder,
member, employee, partner, officer, director, manager or supplier of any GWG Party or Affiliate of such GWG Party (other than as
an independent director or in a similar capacity for a Borrower or another Affiliate of GWG Life), and (iii) (a) has
prior experience as an independent director or manager for an entity whose charter documents require the unanimous consent of all
independent directors or managers thereof before such entity could consent to the institution of bankruptcy or insolvency proceedings
against it or could file a petition seeking relief under any applicable state or federal law relating to bankruptcy and (b) is
employed by, and has at least three years of employment experience with, Lord Securities Corporation, Global Securitization Services,
LLC or Amacar, L.L.C. or a similar nationally recognized provider of advisory, management, or placement services to issuers of
securitization or structured finance instruments, agreements or securities, which in the ordinary course of its business provides
Independent Directors for special-purpose financing entities such as the Borrowers, that is approved by the Agent in writing.


 






    	15



    	 



    

 


“Insolvency
Event” means, with respect to a specified Person, (a) the entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of such Person or any substantial part of its property in an involuntary case under any
applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or
ordering the winding-up or liquidation of such Person’s affairs, or the commencement of an involuntary case under the federal
bankruptcy laws, as now or hereafter in effect, or another present or future federal or state bankruptcy, insolvency or similar
law and such case is not dismissed or stayed within sixty (60) days; or (b) the commencement by such Person of a voluntary
case under any applicable Federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent
by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to
the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official
for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit
of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such
Person or its members, partners, shareholders or other equity holders (or its general partner, board of directors or similar managing
entity or governing body, howsoever denominated) in furtherance of any of the foregoing.


 


“Insured”
means the named insured under a Policy.


 


“Interest”
means, for any Advance and any Interest Period, the sum for each day during such Interest Period of the following:


 





	IR x PB
	360




 


where:


 


IR=the Interest Rate
for such Advance for such day


 


PB=the outstanding principal
balance of such Advance on such day


 


provided that no provision of
this Agreement shall require the payment or permit the collection of Interest in excess of the maximum permitted by applicable
law; and provided further that Interest for any Advance shall not be considered paid by any distribution to the extent that
at any time all or a portion of such distribution is rescinded or must otherwise be returned for any reason.


 


“Interest
Payment Date” means the Business Day requested by the Borrowers in a Commercial Paper Remittance Report and approved
by the Agent not later than 11:00 a.m. (New York City time) on the Business Day immediately preceding the first day of the
applicable Interest Period; provided that (i) no CP Interest Period may be more than ninety (90) days and (ii) if
the Agent and the Borrowers have not mutually agreed on the Interest Payment Date with respect to any Advance by 11:00 a.m.
(New York City time) on the Business Day immediately preceding the first day of such Interest Period, then the Interest Payment
Date for such Interest Period will be the Business Day selected by the Agent in its discretion.


 


“Interest
Period” means, with respect to any Advance, (i) initially, the period from and including the applicable Borrowing
Date to but excluding the next succeeding Interest Payment Date for such Advance, and (ii) thereafter, each successive period
from and including an Interest Payment Date to but excluding the next succeeding Interest Payment Date for such Advance.


 






    	16



    	 



    

 


“Interest
Rate” means, for each day during any Interest Period and any Advance, a per annum rate equal to (a) to the extent
the Conduit Lender funds such Advance on such day through the issuance of its commercial paper, the CP Rate and (b) to the
extent such advance was funded by the Conduit Lender on such day other than with proceeds of the issuance of commercial paper or
by the Committed Lender, the Alternative Rate; provided that from and after the occurrence of a Termination Event, the Interest
Rate for all Advances and all Interest Periods shall be equal to the Alternative Rate unless otherwise directed by the Agent in
its sole discretion; and provided further that from and after the occurrence of an Event of Default, the Interest
Rate for all Advances and all Interest Periods shall be equal to Default Funding Rate. Any decision of the Conduit Lender to issue
commercial paper to fund an Advance shall be made by the Conduit Lender in its sole discretion and it is understood and agreed
that only such an Advance would accrue Interest at the CP Rate


 


“Key Employees”
means Jon Sabes and Steve Sabes; provided that if any such Person is replaced by a successor that has been approved in writing
by the Agent, then such successor shall be deemed to be a Key Employee and the replaced Person shall cease to be a Key Employee.


 


“Lender”
means any of, and “Lenders” means, collectively, each of, the Conduit Lender (prior to the Conduit Lender’s
cessation, in its sole discretion, as Conduit Lender and a Lender pursuant to Section 9.04 hereof), the Committed Lender and
any other Person (including, without limitation, any present or future Affiliate of DZ Bank) that agrees, pursuant to an Assignment
and Acceptance to make Advances pursuant to Article II of this Agreement.


 


“LIBOR”
means, with respect to any date of determination, the interest rate per annum (rounded upwards, if necessary, to the nearest 1/16
of 1%) reported at or about 11:00 a.m., on such date of determination, on Bloomberg page BBAM 1 (or on any successor or substitute
page of such service, or any successor to or substitute for such service, providing rate quotations comparable to those currently
provided on such page of such service, as determined by the Agent from time to time, for purposes of providing quotations of interest
rates applicable to dollar deposits in the London interbank market) as the London Interbank Offered Rate for United States dollar
deposits having a term equal to three-months and in a principal amount of $1,000,000 or more (or, if such Page shall cease to be
publicly available or, if the information contained on such Page, in the Agent’s sole judgment, shall cease to accurately
reflect such London Interbank Offered Rate, such rate as reported by any publicly available recognized source of similar market
data selected by the Agent that, in the Agent’s sole judgment, accurately reflects such London Interbank Offered Rate); provided
that if no such rate is available on such date of determination, “LIBOR” shall be a rate per annum at which deposits
in United States dollars are offered by the Agent to prime banks in the London interbank market at or about 11:00 A.M. (London
time) on such date of determination and for a period equal to three months.


 


“Life Expectancy”
means the average estimated life expectancy of the Insured as determined by (x) in the case of an Unhedged Policy, at least two
Eligible Medical Underwriters and (y) in the case of a Hedged Policy, at least one Eligible Medical Underwriter, in either case,
as of the most recent medical evaluation of such Insured prior to the date the related Asset is first included in the Collateral;
provided that, in the case of a Hedged Policy, if the estimated life expectancy of the Insured provided by one Eligible
Medical Underwriter (expressed as a number of years from the date of determination to the end of the Life Expectancy of the related
Insured) is 25% greater than the estimated life expectancy of the Insured provided by another Eligible Medical Underwriter, for
purposes of this definition, the lower estimated life expectancy will be increased by the amount necessary to reduce such difference
to less than 25%.


 


“Life Insurance
Trust” means an irrevocable life insurance trust settled by an Insured (or any other grantor who has a legal and valid
insurable interest in the Insured).


 






    	17



    	 



    

 


“Life Notes”
means the “Promissory Notes” from time to time issued by, and evidencing “Loans” made to, GWG Life under,
and as each such term is defined in, the Note Issuance and Security Agreement.), as the same may be amended, restated, supplemented
or otherwise modified from time to time in accordance with their terms and the terms of this Agreement.


 


“Life Settlement
Provider” means each of the life settlement providers listed on Schedule VIII to this Agreement, which Schedule
may be amended from time to time by the Agent acting in its sole discretion to evidence the Agent’s approval of additional
life settlement providers.


 


“Life Settlement
Servicer” means Wells Fargo Bank, National Association, in its capacity as servicer pursuant to the Life Settlement Servicing
Agreement, and any successor thereto in such capacity.


 


“Life Settlement
Servicing Agreement” means the Amended and Restated Life Settlement Servicing Agreement dated as of the Second Restatement
Effective Date among the Master Servicer, the Life Settlement Servicer, the Borrowers and the Titling Trust, as the same may be
amended, restated, supplemented or otherwise modified from time to time.


 


“Life Settlement
Servicing Fee” means the “Servicer Fee” payable to the Life Settlement Servicer under (and as defined in)
the Life Settlement Servicing Agreement.


 


“Liquidated
Asset” means any Asset included in the Collateral (i) that is owed by an Obligor which has suffered an Insolvency
Event, (ii) that any Servicer has determined in good faith should be charged-off in accordance with its Operating Policies
and Practices or (iii) that has been liquidated through its sale (such Asset shall become a Liquidated Asset as of the earliest
date on which any of the foregoing has occurred).


 


“Liquidation
Fee” means for (i) any Advance for which Interest is computed by reference to the CP Rate and a reduction of the
outstanding principal balance thereof is made for any reason or (ii) any Advance for which Interest is computed by reference
to the Alternative Rate and a reduction of the outstanding principal balance of such Advance is made for any reason on any day
other than a Monthly Settlement Date or on less than three (3) Business Days’ prior written notice, the amount, if any,
by which (A) the additional Interest (calculated without taking into account any Liquidation Fee) which would have accrued
during the Interest Period in which such reduction occurs (or, in the case of clause (i) above, during the period until
the maturity of the underlying commercial paper tranches) on such Advance had such reduction not occurred, exceeds (B) the
income, if any, received by the Lenders from the investment of the proceeds of such reduction of principal. A certificate as to
the amount of any Liquidation Fee (including the computation of such amount) shall be submitted by the applicable Lender (or the
Agent on its behalf) to the Borrowers and shall be conclusive and binding for all purposes, absent manifest error.


 


“Liquidation
Proceeds” means Collections consisting of (i) the Sales Price received as a result of the sale of a Purchased Policy
to a Third Party Buyer pursuant to Section 2.14 or (ii) the Net Death Benefit paid by an insurance carrier under a Purchased
Policy, in each case to the extent actually received in cash and deposited into the Collection Account.


 


“Liquidity
Advance” means an advance funded to the Conduit Lender under the Liquidity Purchase Agreement.


 


“Liquidity
Purchase Agreement” means the Amended and Restated Liquidity Purchase Agreement dated as of the Restatement Effective
Date among the Conduit Lender, the Liquidity Providers (as defined therein) from time to time party thereto and DZ Bank, as the
Liquidity Agent, as amended, restated, supplemented or otherwise modified from time to time.


 






    	18



    	 



    

 


“Liquidity
Trigger Event” means at any time the Borrowing Base Surplus is less than the Twelve-Month Cushion.


 


“Magna
Purchase and Sale Agreement” means that certain Life Settlements Purchase and Sale Agreement dated as of January 15,
2007 by and among GWG Life (formerly known as Great West Growth, LLC) and Magna Life Settlements, Inc. (formerly known as Magna
Administrative Services, Inc.), as supplemented by an addendum dated as of January 1, 2007, as amended by amendments dated
as of November 13, 2008 and July 1, 2009, and as such agreement may be further amended, restated, supplemented or otherwise
modified from time to time after the First Amendment Effective Date in accordance with its terms and the terms of this Agreement.


 


“Majority
Lenders” means, on any date of determination, Lenders that collectively have advanced more than 50% of the principal
amount of the Advances outstanding on such date of determination.


 


“MAPS Model”
means the actuarial pricing model developed by Modeling Actuarial Pricing Systems, Inc. (formerly known as the Milliman Model)
(version 9.4.4 or such other version not objected to by the Agent in its reasonable discretion) that is used to establish the value
of the Policies.


 


“Master
Servicer” means GWG Life, in its capacity as master servicer for the Assets under the Sale and Servicing Agreement, and
any successor thereto in such capacity.


 


“Master
Servicer Default” has the meaning specified in the Sale and Servicing Agreement.


 


“Master
Servicer’s Certificate” has the meaning specified in the Sale and Servicing Agreement.


 


“Master
Servicing Fee” means the “Master Servicing Fee” payable to the Master Servicer under (and as defined in)
the Sale and Servicing Agreement.


 


“Material
Adverse Effect” means a material adverse effect on (i) the financial condition, business or operations of any GWG
Party, (ii) the ability of any GWG Party to perform its obligations under any Related Document, (iii) the legality, validity
or enforceability of this Agreement or any other Related Document, (iv) either Borrower’s or the Agent’s interest
in the Collateral or in any significant portion of the Assets included in the Collateral, the Other Conveyed Property or the Collections
with respect thereto or the perfection of any such interest or (v) the collectability of the Assets included in the Collateral
generally or of any material portion of such Assets.


 


“Maximum
Advance Rate” means at any time a percentage equal to the sum of (i) the product of (A) 70% and (B) a fraction,
the numerator of which is the aggregate Collateral Balance of all Eligible Unhedged Policies at such time, and the denominator
of which is the Eligible Asset Balance plus (ii) the product of (A) 95% and (B) a fraction, the numerator of which is the aggregate
Collateral Balance of all Eligible Assets (other than Eligible Unhedged Policies) at such time, and the denominator of which is
the Eligible Asset Balance.


 


“Minimum
Excess Spread” means (x) with respect to the Hedged Policies Excess Spread, 1.50% and (y) with respect to the Unhedged
Policies Excess Spread, 2.00%.


 


“Monthly
Default Percentage” means, for any Monthly Period, a fraction (expressed as a percentage) equal to (i) the aggregate
Collateral Balance of Eligible Assets that became Defaulted Assets during such Remittance Period, divided by (ii) the average Eligible
Asset Balance for such Monthly Period.


 






    	19



    	 



    

 


“Monthly
Delinquency Percentage” means, for any Monthly Period, a fraction (expressed as a percentage) equal to (i) the aggregate
Collateral Balance of Eligible Assets that are Purchased Hedged Policies for which the related Purchased Annuities were Delinquent
Assets at the end of such Monthly Period, divided by (ii) the average Eligible Asset Balance for such Monthly Period.


 


“Monthly
Period” means, with respect to a Monthly Settlement Date or a Determination Date, the calendar month immediately preceding
the month in which such Monthly Settlement Date or Determination Date occurs.


 


“Monthly
Settlement Date” means the date that is the 10th day of each calendar month or, if such day is not a Business
Day, the next succeeding Business Day.


 


“Moody’s”
means Moody’s Investors Service, Inc. or its successor.


 


“Multiemployer
Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA which is or was at any
time during the current year or the immediately preceding five years contributed to by a GWG Party or any ERISA Affiliate on behalf
of its employees.


 


“Net Death
Benefit” means, with respect to any Policy, as of any date of determination, the death benefit payable under such Policy
net of (x) any Policy Loan (and accrued interest) as of such date of determination (y) any Retained Death Benefit.


 


“Net Eligible
Asset Balance” means, at any time, (i) the Eligible Asset Balance at such time, minus (ii) the Excess Concentration
Amount at such time.


 


“Net Yield”
means, with respect to an Annuity and any date of determination, a fraction (expressed as a percentage), (x) the numerator of which
is the positive excess, if any, of (i) the aggregate expected annual annuity payments thereunder over (ii) the aggregate expected
premium payments required to be made under the paired Hedged Policy, in each case, for the twelve months following such date and
(y) the denominator of which is the Collateral Balance of the paired Hedged Policy.


 


“Non-Use
Fee” has the meaning specified in the Fee Letter.


 


“Note Issuance
and Security Agreement” means the Amended and Restated Note Issuance and Security Agreement dated as of May 8, 2009
by and among GWG Life, the noteholders parties thereto, GWG LifeNotes Trust and Lord Securities Corporation, as amended pursuant
to an amendment and restatement dated as of November 15, 2010 and an amendment dated as of December 7, 2010, and as the
same may be further amended, restated, supplemented or otherwise modified from time to time after the First Amendment Effective
Date in accordance with its terms and the terms of this Agreement.


 


“Obligations”
means all present and future indebtedness and other liabilities and obligations (howsoever created, arising or evidenced, whether
direct or indirect, absolute or contingent, or due or to become due) of the Borrowers to the Lenders, the Agent, the Backup Servicer,
the Life Settlement Servicer, the Collateral Account Bank, the Securities Intermediary, any Affected Party and/or any other Secured
Party, arising under or in connection with this Agreement or any other Related Document or the transactions contemplated hereby
or thereby and shall include, without limitation, all liability for principal of and interest on the Advances, the Facility Fees,
Exit Fees, audit fees, expense reimbursements, indemnifications, and other amounts due or to become due under the Related Documents,
including, without limitation, interest, fees and other obligations that accrue after the commencement of a bankruptcy, insolvency
or similar proceeding (in each case whether or not allowed as a claim in such proceeding).


 






    	20



    	 



    

 


“Obligor”
means an entity which is directly obligated to make periodic payments with respect to an Annuity or death benefit payments with
respect to a Policy.


 


“Obligor
Concentration” means, at any time with respect to any Obligor, the aggregate Collateral Balance of the Eligible Assets
owing by such Obligor or any Affiliate of such Obligor.


 


“OFAC”
means the U.S. Department of Treasury’s Office of Foreign Asset Control.


 


“Off Balance
Sheet Liabilities” of a Person means (a) any repurchase obligation or liability of such Person or any of its Subsidiaries
with respect to accounts or notes receivable sold by such Person or any of its Subsidiaries, (b) any liability under any sale
and leaseback transactions which do not create a liability on the consolidated balance sheet of such Person prepared in accordance
with GAAP, (c) any liability under any financing lease or so-called “synthetic” lease transaction, or (d) any
obligations arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing
but which does not constitute a liability on the consolidated balance sheets of such Person and its Subsidiaries, prepared in accordance
with GAAP.


 


“Operating
Policies and Practices” means those operating policies and practices relating to Assets described in Schedule IV,
as modified in compliance with this Agreement.


 


“Origination
Agreement” means an agreement in form and substance satisfactory to the Agent, between a Life Settlement Provider and
the applicable seller relating to the purchase of Policies, as the same may be amended, restated, supplemented or otherwise modified
from time to time in accordance with the terms hereof and thereof.


 


“Origination
Expenses” means, with respect to any Purchased Policy, the origination fees, Life Settlement Provider fees and any broker
commission fees actually paid in cash by the Seller (which fees, if paid to parties that are Affiliates of the Seller will be based
on a market rate) in connection with its purchase of such Policy that do not exceed 30% of the Value of such Policy as of the date
such Policy was purchased by the Seller and all other reasonable and customary closing expenses actually paid in cash by the Seller
(which expenses, if paid to parties that are Affiliates of the Seller will be based on a market rate) in connection with its purchase
of such Policy to the extent such expenses do not exceed $20,000 in the aggregate.


 


“Originator”
means any originating broker or agent approved in accordance with the Operating Policies and Practices that arranged for the purchase
or settlement of a Purchased Policy.


 


“Other
Conveyed Property” has the meaning specified in the Sale and Servicing Agreement.


 


“Other
Taxes” has the meaning specified in Section 2.11(b).


 


“Parent
Group Member” means, collectively, the Performance Guarantor and its Affiliates (other than the Borrowers).


 


“Performance
Guarantor” means GWG Holdings, Inc., a Delaware corporation.


 


“Performance
Guaranty” means the amended and restated performance guaranty dated as of the Second Restatement Effective Date executed
by the Performance Guarantor in favor of the Borrowers and the Agent, as amended, restated, supplemented or otherwise modified
from time to time.


 






    	21



    	 



    

 


“Permitted
Lien” means (a) an Adverse Claim created in favor of the Agent pursuant to this Agreement and any other documents
related hereto and (b) liens for taxes not yet due or being contested in good faith and by appropriate proceedings and with
respect to which no tax lien filing has been made.


 


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


 


“Policy”
means a life insurance policy and any and all applications, conditional receipts, riders, endorsements, supplements, amendments
and all other documents and instruments that modify or otherwise affect the terms and conditions of such policy issued in connection
therewith.


 


“Policy
Account” means a non-interest bearing trust account established by the Securities Intermediary pursuant to the related
Securities Intermediary Agreement, maintained in the name of a Borrower for the benefit of DZ Bank AG Deutsche Zentral-Genossenschaftsbank,
as Agent.


 


“Policy
File” means, except as otherwise consented to by the Agent, with respect to any (i) Unhedged Policy, the documents specified
as the “Required Policy File Documents” on Schedule II-1 hereto, and (ii) Hedged Policy, the documents specified
as the “Required Policy File Documents” on Schedule II-1 hereto and the “Required Annuity Documents” on
Schedule II-2 hereto, in each case with respect to clause (i) and (ii) hereof, in substantially the form attached as part of Exhibit
B hereto or such other form as the Agent may approve in writing (such approval not to be unreasonably withheld).


 


“Policy
Loan” means, with respect to any Policy, any loan or other cash advance made against the cash value of such Policy.


 


“Policy
Sale Agreement” means the agreement pursuant to which a Purchased Annuity or a Purchased Policy is conveyed by GWG DLP
II to GWG DLP III, in each case in such form as the Agent may approve in writing, such approval not to be unreasonably withheld.


 


“Potential
Event of Default” means an event which, with the passage of time or the giving of notice, or both, would constitute an
Event of Default.


 


“Program
Fee” has the meaning specified in the Fee Letter.


 


“Program
Maturity Date” means the earlier of (i) the Scheduled Program Maturity Date and (ii) the date of the declaration
or automatic occurrence of the Program Maturity Date pursuant to Article VI.


 


“Prohibited
Person” means any Person: (a) listed in the annex to, or otherwise subject to the provisions of, the Executive Order;
(b) that is owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the annex to, or
is otherwise subject to the provisions of, the Executive Order; (c) with whom any Lender is prohibited from dealing or otherwise
engaging in any transaction by any terrorism or money laundering legal requirements, including the PATRIOT Act and the Executive
Order; (d) that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive
Order; (e) that is named as a “specifically designated national (SDN)” on the most current list published by OFAC
at its official website (http://www.treas.gov.ofac/t11sdn.pdf) or at any replacement website or other replacement official publication
of such list or is named on any other U.S. or foreign government or regulatory list issued after September 11, 2001;
(f) that is covered by IEEPA, OFAC or any other law, regulation or executive order relating to the imposition of economic
sanctions against any country, region or individual pursuant to United States law or United Nations resolution; or (g) that
is an affiliate (including any principal, officer, immediate family member or close associate) of a person or entity described
in one or more of clauses (a) – (f) of this definition.


 






    	22



    	 



    

 


“Projected
Expenditures” means, with respect to any period of time, the aggregate projected amount of the following expenditures
of the Borrowers for such period, as reasonably determined by the Master Servicer and notified to, and verified by, the Agent:
(a) premiums payable on the Purchased Policies net of the periodic payments payable under the Purchased Annuities (assuming
that there will be no sales or lapses of, or deaths of Insureds under, the Purchased Policies or Purchased Annuities during such
period), (b) Facility Fees (including, without limitation, any accrued and unpaid Deferred Fee as of the beginning of such
period), (c) Interest (calculated by fixing the outstanding principal balance of the Advances and the applicable Interest
Rate(s) as of the first day of such period), (c) the Life Settlement Servicing Fee, (d) the Master Servicer Fee, (e) the
Collateral Account Bank Fees, (f)  the Custodian Fees, (g) the Backup Services Fees, (h) Securities Intermediary
Fees and (i) the Titling Trust Trustee Fees.


 


“Purchase
and Sale Agreement” means a Purchase and Sale Agreement between the Life Settlement Provider and the Person from whom
the Life Settlement Provider, as applicable, purchased such Policy in substantially the form attached as part of Exhibit B hereto
(including any applicable commission disclosure statement) or such other form as the Agent may approve in writing (such approval
not to be unreasonably withheld), as the same may be amended, restated, supplemented or otherwise modified from time to time in
accordance with the terms hereof and thereof.


 


“Purchase
Price” means, (x) with respect to any Purchased Policy, the total purchase price actually paid in cash by the Seller
in connection with its purchase of such Policy, inclusive of Origination Expenses (subject to the limits described in the definition
thereof) and (y) with respect to any Annuity, an amount equal to the purchase price actually paid in cash by the Seller in connection
with the Seller’s purchase of such Annuity; provided, however, that, in the case of a Purchased Unhedged Policy the Purchase
Price of such Purchased shall not exceed the Net Death Benefit payable under such Purchased Policy, and in the case of a Purchased
Hedged Policy, the sum of (i) the Purchase Price of such Purchased Policy and (ii) the Purchase Price of the related Purchased
Annuity shall not exceed the Net Death Benefit payable under such Purchased Policy.


 


“Purchased
Annuity” means any Annuity in which a Borrower, the Titling Trust or the Securities Intermediary now has or hereafter
acquires, or purports to have acquired, an interest; provided, that, except as otherwise expressly provided herein, the
term “Purchased Annuity” shall exclude any Annuity that has been released from the lien of the Agent pursuant to Section
2.14 hereof.


 


“Purchased
Hedged Policy” means a Purchased Policy that is a Hedged Policy.


 


“Purchased
Policy” means a Policy in which a Borrower, the Titling Trust or the Securities Intermediary now has or hereafter acquires,
or purports to have acquired, an interest pursuant to the Sale and Servicing Agreement; provided that, except as otherwise
expressly provided herein, the term “Purchased Policy” shall exclude any Policy that has been released from the Collateral
pursuant to Section 2.14 hereof.


 


“Purchased
Policy Documents” means, with respect to any Purchased Policy, collectively, (a) the related Origination Agreement
(if applicable), (b) the related Purchase and Sale Agreement, (c) the related Collateral Assignment, (d) the related
Trust Certificate (if any), (e) the related Policy File, (f) any related escrow agreement and (g) all other instruments,
documents and agreements of the type included as part of Exhibit B or otherwise executed and/or delivered under or in connection
with any of the foregoing, in each case as the same may be amended, supplemented or otherwise modified from time to time in accordance
with the terms hereof and thereof.


 






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“Purchased
Unhedged Policy” means a Purchased Policy that is a Unhedged Policy.


 


“Qualified
Obligor” shall mean, as of any date, an Obligor (a) which is formed under the laws of the U.S. or any state thereof and
(b) (i) if such Obligor has a financial strength rating from at least two of Standard & Poor’s, Moody’s, Fitch
and A.M. Best, such Obligor has at least two financial strength ratings that are equivalent to (or better than) (1) “A-”
from Standard & Poor’s (if rated by Standard & Poor’s), (2) “A3” from Moody’s (if rated by
Moody’s), (3) “A-” from Fitch (if rated by Fitch) or (4) “B++” from A.M. Best (if rated by A.M. Best)
or (ii) otherwise, such Obligor has a financial strength rating from one of Standard & Poor’s, Moody’s, Fitch and
A.M. Best and such financial strength rating is equivalent to (or better than) (1) “A-” from Standard & Poor’s
(if rated by Standard & Poor’s), (2) “A3” from Moody’s (if rated by Moody’s), (3) “A-”
from Fitch (if rated by Fitch) or (4) “B++” from A.M. Best (if rated by A.M. Best); provided, that, notwithstanding
the foregoing, solely for purposes of clause (iv) of the definition of “Eligible Annuity”, an Obligor shall be deemed
to satisfy the requirements of this clause (b) if (x) it has a financial strength rating of “B++” from A.M. Best and
(y) it does not have financial strength rating of “BBB” (or lower) from Standard & Poor’s, “Baa2”
(or lower) from Moody’s or “BBB” (or lower) from Fitch.


 


“Qualified
State” has the meaning specified on Schedule I.


 


“Records”
means, with respect to any Asset, all Asset Documents and other documents, books, records and other information (including, without
limitation, computer programs, tapes, disks, punch cards, data processing software and related property and rights) relating to
such Asset, any Other Conveyed Property therefor and the related Obligor, the related Insured, the related Originator and the related
Life Settlement Provider.


 


“Registration
Statement” means, the Form S-1 filed by GWG Holdings, Inc. with the United Stated Securities and Exchange Commission
on June 14, 2011, as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms of this
Agreement.


 


“Related
Documents” means, collectively, this Agreement, the Fee Letter, the Sale and Servicing Agreement, the Life Settlement
Servicing Agreement, the Performance Guaranty, the Backup Servicing Agreement, the Trust Agreements, each Trust Certificate, the
Titling Trust Security Agreements, each Purchase and Sale Agreement, each Assignment, the Collateral Account Agreement, each Collateral
Assignment, each Eligible Escrow Agreement, the Securities Intermediary Agreements, the Policy Sale Agreement and all other instruments,
documents and agreements executed in connection with any of the foregoing. The Related Documents executed by any party are referred
to herein as “such party’s Related Documents,” “its Related Documents” or by a similar expression.


 


“Required
Borrowing Base Surplus Amount” means, as of the last day of any Monthly Period, an amount equal to the sum of (a) the
Twelve-Month Cushion and (b) an amount equal to the amount necessary for the Borrowers to pay in order to enter into such Hedge
Transactions, if any, as would be required to satisfy the requirements of Section 2.06 at such time, calculated as if a Hedge Trigger
Event has occurred and is continuing, as quoted by the Agent (or an institution agreed upon by the Agent and the Borrowers) as
of such date.


 


“Reserve
Account” means the non-interest bearing trust account established with the Collateral Account Bank pursuant to Section 2.16,
which account has been designated as the “Reserve Account”, including any subaccounts of such account, and any other
account designated as the “Reserve Account” by the Agent.


 






    	24



    	 



    

 


“Responsible
Officer” means, (i) with respect to any GWG Party, the President, Chief Executive Officer, Chief Financial Officer
or Controller of such GWG Party and any other officer or employee of such GWG Party having responsibility for the administration
of the Related Documents and (ii) with respect to Wells Fargo Bank, National Association, the President, Chief Executive Officer,
Chief Financial Officer, Controller, any Vice President, any Assistant Vice President or any other officer or employee of Wells
Fargo Bank, National Association having responsibility for performing its obligations under this Agreement or any of the Related
Documents.


 


“Restatement
Effective Date” means January 25, 2013.


 


“Retained
Death Benefit” means, with respect to any Retained Death Benefit Policy, the portion of the death benefit payable under
such Policy that the Insured has retained the right to name the beneficiary thereof.


 


“Retained
Death Benefit Policy” means a Policy in which the Seller has acquired all right, title and interest therein, and the
Insured has retained the right under
the Policy
to name one or more co-beneficiaries to receive a specified amount of the total death benefit paid under such Policy directly from
the Obligor.


 


“Rule 17g-5”
means Rule 17g-5 under the Securities Exchange Act of 1934, as amended, as such rule may be amended from time to time, and
subject to such clarification and interpretation as have been provided by the Securities and Exchange Commission in the adopting
release (Amendments to Rules for Nationally Recognized Statistical Rating Organizations, Exchange Act Release No. 34-61050,
74 Fed. Reg. 63,832, 63,865 (Dec. 4, 2009)) and subject to such clarification and interpretation as may be provided by the
Securities and Exchange Commission or its staff from time to time.


 


“Sale and
Servicing Agreement” means that certain Second Amended and Restated General Sale and Servicing Agreement dated as of
the Second Restatement Effective Date among the Borrowers, as the Purchasers, and GWG Life, as the Seller and the Master Servicer,
as the same may be amended, restated, supplemented or otherwise modified from time to time.


 


“Sale Price”
has the meaning specified in Section 2.14.


 


“Schedule
of Assets” has the meaning specified in the Sale and Servicing Agreement.


 


“Scheduled
Program Maturity Date” means June 30, 2018.


 


“SEC”
means the United States Securities and Exchange Commission.


 


“Second
Restatement Effective Date” means May 11, 2015.


 


“Secured
Parties” means, collectively, the Lenders, the Agent, the Backup Servicer, the Life Settlement Servicer, the Hedge Counterparties,
the Affected Parties, other Indemnified Parties and their respective successors and assigns.


 


“Securities
Intermediary” means Wells Fargo Bank, National Association, in its capacity as securities intermediary under each Securities
Intermediary Agreement, and any successor thereto in such capacity.


 






    	25



    	 



    

 


“Securities
Intermediary Agreement” means either of, and “Securities Intermediary Agreements” means collectively,
the GWG DLP II Securities Intermediary Agreement and the GWG DLP III Securities Intermediary Agreement. 


 


“Securities
Intermediary Fees” means the fees payable to the Securities Intermediary by the Borrowers pursuant to the Securities
Intermediary Agreements.


 


“Seller”
means GWG Life.


 


“Servicer”
means any of the Life Settlement Servicer and the Master Servicer.


 


“Standard
& Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services
LLC business, and its successors.


 


“Subordinated
Indebtedness” means any note, debenture or other evidence of indebtedness issued by a GWG Party (other than the Borrowers),
in each case as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with their
terms and the terms of this Agreement.


 


“Subordinated
Indebtedness Issuance Agreement” means any indenture or other issuance agreement for the issuance of Subordinated Indebtedness,
in each case as the same may be amended, restated, supplemented or otherwise modified from time to time in accordance with its
terms and the terms of this Agreement.


 


“Subordinated
Indebtedness Prospectus” means any registration statement, prospectus or offering document with respect to Subordinated
Indebtedness, in each case as the same may be supplemented or otherwise modified or replaced from time to time in accordance with
the terms of this Agreement.


 


“Subsidiary”
of a Person means (i) any corporation more than 50% of the outstanding securities having ordinary voting power of which shall
at the time be owned or controlled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person
and one or more of its Subsidiaries, or (ii) any partnership, limited liability company, association, joint venture or similar
business organization more than 50% of the ownership interests having ordinary voting power of which shall at the time be so owned
or controlled. Unless otherwise expressly provided, all references herein to a “Subsidiary” shall mean a Subsidiary
of the Performance Guarantor.


 


“Tangible
Net Worth” means, at any date with respect to any Person, (a) the net worth of such Person and its consolidated
Subsidiaries, determined in accordance with GAAP, minus (b) the total book value of all intangible assets of such Person
and its consolidated Subsidiaries determined in accordance with GAAP (including, without limitation, such items as goodwill, trademarks,
trade names, service marks, brand names, copyrights, patents and licenses); provided that no Indebtedness of, investment
in or receivable owing by any Affiliate of such Person shall be included in the calculation of Tangible Net Worth; provided,
further, that the Tangible Net Worth for the Seller and its Subsidiaries for any period shall reflect and include (without
duplication) accrued Expected IRR on the Policies included in the Seller’s managed portfolio during such period.


 


“Taxes”
has the meaning specified in Section 2.11(a).


 


“Termination
Date” means the date that is the earlier to occur of (a) the Program Maturity Date and (b) the declaration
of the Termination Date pursuant to Section 6.02.


 






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“Termination
Event” has the meaning specified in Section 6.02.


 


“Third
Party Buyer” has the meaning specified in Section 2.14.


 


“Titling
Trust” means in the case of GWG DLP Funding II, LLC, GWG DLP Trust II, a Delaware statutory trust.


 


“Titling
Trust Security Agreement” means that certain Titling Trust Security Agreement, dated as of July 15, 2008, executed by
GWG DLP Trust II, as Titling Trust, in favor of the Agent, pursuant to which such Titling Trust grants to the Agent a security
interest in the Policies held by such Titling Trust.


 


“Titling
Trust Trustee” means Wells Fargo Bank, National Association, as trustee under the Trust Agreements, or Wells Fargo Delaware
Trust Company, as Delaware trustee under the Trust Agreements or, in either case, any successor trustee or Delaware trustee under
the Trust Agreements.


 


“Titling
Trust Trustee Fees” means the fees payable to the Titling Trust Trustee pursuant to the Trust Agreements.


 


“Treasury
Regulations” means any regulations promulgated by the Internal Revenue Service interpreting the provisions of the Code.


 


“Transaction
Information” means any information provided to any nationally recognized statistical rating organization providing a
rating or proposing to provide a rating to, or monitoring an existing rating of, the Conduit Lender’s commercial paper, in
each case, to the extent related to providing or proposing to provide such rating or monitoring such rating including, without
limitation, information in connection with any GWG Party or the Collateral.


 


“Trust
Agreement” means the Trust Agreement of the GWG DLP Trust II dated as of July 15, 2008 among Wells Fargo Bank, National
Association, as trustee, Wells Fargo Delaware Trust Company, as Delaware trustee, and GWG DLP II, as certificateholder, as amended,
restated, supplemented or otherwise modified from time to time.


 


“Trust
Certificate” means a trust certificate evidencing undivided beneficial ownership of an interest in the assets of a Titling
Trust.


 


“Twelve-Month
Cushion” means, at any time, the amount of the Projected Expenditures for the next succeeding twelve (12) Monthly
Periods.


 


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


 


“Unhedged
Policies Excess Spread” means, at any time, a per annum rate (expressed as a percentage, calculated giving effect to
any applicable Hedge Transactions entered into pursuant to Section 2.06 and determined by the Master Servicer and agreed upon by
the Agent) equal to (i) the Weighted Average Annualized Portfolio Yield at such time, minus (ii) the Facility Rate at
such time.


 


“Unhedged
Policy” means any Policy other than a Hedged Policy.


 


“United
States” means the United States of America.


 


“Upfront
Fee” has the meaning specified in the Fee Letter.


 






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“Value”
means, with respect to any Policy, an amount equal to (x) the present value of the expected Net Death Benefit that will be
paid under such Policy minus (y) the present value of all future projected premium payments that will be due under such Policy
during the Life Expectancy of the related Insured, in each case calculated using the MAPS Model and otherwise in a manner and using
assumptions (that are reasonably similar to assumptions utilized by GWG Life during the three (3) month period prior to the date
of determination) and based on a discount rate equal to the Expected IRR of the Policy as of the date such Policy was originated
or acquired by the Seller; provided, in each case, that if the Agent shall determine in good faith that any GWG Party’s
or Servicer’s calculation of Value for any Asset is inaccurate, then such Value will be determined by the Agent, which calculation
by the Agent will be conclusive and binding absent manifest error. For purposes of calculating the Value of a Policy, the discount
rate used to calculate the present value of the Net Death Benefit under the Policy shall be equal to the Expected IRR of such Policy.


 


“Weighted
Average Annualized Portfolio Yield” means, at any time, the product of (i) the weighted average Expected IRR for
all Purchased Unhedged Policies that are Eligible Assets (weighted solely by the respective Collateral Balances of such Purchased
Unhedged Policies) and (ii) the Yield Realization Percentage.


 


“Wells
Notice” means a communication (whether written or by phone) from the staff of the SEC or FINRA to a Person that (1) informs
such Person that the staff intends to recommend filing an action or instituting a proceeding against such person; (2) identifies
the proposed charges; and (3) notifies such Person of the opportunity to make a submission concerning the proposed charges.


 


“Yield
Realization Percentage” means, as of any date of determination, a fraction, the numerator of which is equal to the annualized
yield by a Borrower actually realized during the immediately preceding six (6) calendar month period in respect of sold or
liquidated Purchased Unhedged Policies included in the Collateral and the denominator of which is equal to the weighted average
Expected IRR on such Purchased Unhedged Policies for such six-month period; provided, that, if fewer than five (5) Purchased
Unhedged Policies are sold and/or liquidated during such six-month period, the immediately preceding twelve-month period shall
be used for purposes of this definition. The Yield Realization Percentage shall be calculated by the Seller in a manner satisfactory
to the Agent; provided that if the Agent disagrees with such calculation, then the Agent may re-calculate the Yield Realization
Percentage, which calculation by the Agent shall be conclusive and binding absent manifest error.


 


Section
1.02Other Terms. All accounting terms not specifically defined herein shall be construed in accordance
with GAAP. All terms used in Article 9 of the UCC in the State of New York, as in effect on the Second Restatement Effective
Date and not specifically defined herein, are used herein as defined in such Article 9. Unless otherwise expressly indicated,
all references herein to “Article,” “Section,” “Schedule” or “Exhibit” means articles
and sections of, and schedules and exhibits to, this Agreement. Headings are for purposes of reference only and shall not otherwise
affect the meaning or interpretation of any provision hereof. Any reference to any law, rule or regulation shall be deemed to be
a reference to such law, rule or regulation as the same may be amended or re-enacted from time to time. Any reference to any Person
shall include its successors and permitted assigns. The term “including” means “including without limitation”.


 


Section
1.03Computation of Time Periods. Unless otherwise stated in this 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 mean “to but excluding.”


 






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Article
II



THE FACILITY


 


Section
2.01Borrowings. On the terms and conditions hereinafter set forth, and subject to the proviso below,
the Conduit Lender may in its sole discretion, and the Committed Lender shall, if the Conduit Lender elects not to do so, make
loans (each such loan, an “Advance”) to the Borrowers from time to time during the period from and including
the Second Restatement Effective Date to but excluding the Termination Date in an aggregate amount (including those Advances outstanding
on the Second Restatement Effective Date) not to exceed, at any one time outstanding, the Borrowing Limit. The parties hereto acknowledge
that $65,011,048.13 in aggregate principal amount of Advances are outstanding on the Second Restatement Effective Date. Under no
circumstances shall the Lender be required to make an Advance if, after giving effect to such Advance, a Borrowing Base Deficiency
or Eligible Death Benefit Deficiency would exist.


 


Section
2.02Procedures for Borrowings. Each Borrowing shall be made on not less than three (3) Business
Days’ notice from the related Borrower to the Agent. Each such notice shall specify (A) the aggregate amount of such
Borrowing, which shall be in an amount equal to or greater than $250,000; (B) the date of such Borrowing and (C) the Borrower
that is requesting such Borrowing. Any such notice received by the Agent after 11:00 a.m. New York City time will be deemed
to have been delivered on the following Business Day. On the date of such Borrowing, the applicable Lender shall, upon satisfaction
of the applicable conditions set forth in Articles II and III, make available to the applicable Borrower in same day funds,
the amount of such Borrowing by payment to the account which such Borrower has designated in writing.


 


Section
2.03Increase or Decrease of the Borrowing Limit.


 


(a)The
Borrowers may from time to time, in their discretion, request an increase in the Borrowing Limit. Each such request must be made
upon not less than thirty (30) days written notice to the Agent. The Agent and the Lenders may, in the sole and absolute discretion
of each, grant or deny such request; provided that any failure of the Agent or the Lenders to respond to such request within
such 30-day period shall be deemed to be a denial of such request. If the Agent and each Lender agree in writing to grant such
request, such increase will become effective upon the satisfaction of the conditions set forth in Section 2.03(b) below.


 


(b)Notwithstanding
anything herein to the contrary, no increase in the Borrowing Limit will become effective unless both at the time such increase
is requested and at the time such increase is to become effective: (x) no event has occurred, or would result from such increase,
which constitutes an Event of Default, a Potential Event of Default, a Termination Event or a Liquidity Trigger Event and (y) the
representations contained in Section 4.01 and the representations of the other GWG Parties contained in the other Related
Documents are true and correct on and as of such date as though made on and as of such date.


 


(c)Subject
to the terms of the Fee Letter and the payment of any Prepayment Fee required in connection therewith, the Borrowers may, upon
at least thirty (30) Business Days’ written notice to the Agent, terminate in whole or reduce in part the portion of
the Borrowing Limit that exceeds the outstanding Advances; provided, however, that each partial reduction of the Borrowing
Limit shall be in an aggregate amount equal to $5,000,000 or an integral multiple thereof.


 






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Section
2.04Use of Proceeds. The Borrowers will use the proceeds of Advances made hereunder from and after
the Second Restatement Effective Date solely: (i) to fund payments of premium due under a Purchased Policy included in the
Collateral, (ii) to purchase Policies which are Eligible Assets from the Seller in accordance with the terms of the Sale and Servicing
Agreement, including, in the case of an Escrow Policy, the funding of any related escrow of the Purchase Price therefor with an
Eligible Escrow Agent pursuant to an Eligible Escrow Agreement and with respect to any such Policy that is a Hedged Policy, to
acquire paired Eligible Annuities, (iii) to make periodic payments of Interest and Facility Fees due and payable under this
Agreement and (iv) to make any payments due and payable by the Borrowers under Hedge Agreements of the type described in clause
(i) of Section 2.05(a).


 


Section
2.05Settlement Procedures. The Borrowers shall establish and maintain, or cause to be established
and maintained, the Collection Account in the name of the Agent. The Collection Account shall at all times be under the exclusive
dominion and control of the Agent and no GWG Party shall have any access thereto or right to make any withdrawal therefrom (except
that the Master Servicer will have read-only online access for the purpose of reviewing the activity in the Collection Account).


 


(a)Monthly
Settlement Date Distributions. On each Monthly Settlement Date, the Agent will direct the Collateral Account
Bank to transfer the Available Funds on deposit in the Collection Account (including any portion of such funds set aside pursuant
to Section 2.05(c) but net of the portion of such funds set aside pursuant to Section 2.05(f) below) together with (x) prior
to the occurrence of the Program Maturity Date, the available funds on deposit in the Reserve Account (but only to the extent the
amounts due under clauses (i) through (iv) below cannot be paid in full from the Available Funds on deposit in the
Collection Account) and (y) on or after the occurrence of the Program Maturity Date, all available funds on deposit in the
Reserve Account, in the following amounts and priority:


 


(i)first,
pay to each Hedge Counterparty, on a pari passu basis, an amount equal to any net payments (other than fees, expenses
and Hedge Breakage Costs) that are due and payable under the Hedge Agreements (if any);


 


(ii)second,
pay, on a pari passu basis, (A) to the Collateral Account Bank an amount equal to the Collateral Account Bank
Fees and other expenses (including indemnities) then due and payable, (B) to the Custodian an amount equal to the Custodian
Fees and expenses (including indemnities) then due and payable; (C) to the Backup Servicer an amount equal to the Backup Servicer
Fees and expenses (including indemnities) then due and payable, (D) to the Titling Trust Trustees an amount equal to the Titling
Trust Trustee Fees and expenses (including indemnities) then due and payable, (E) to the Securities Intermediary an amount equal
to the Securities Intermediary Fees and expenses (including indemnities) then due and payable and (F) to the Life Settlement
Servicer or any successor Master Servicer that is not the Seller or an Affiliate thereof the expenses (including indemnities) then
due and payable to such party; provided, that the total amount of expenses (including indemnities) payable under this clause (ii)
after the Closing Date (excluding Transition Expenses (as defined in the Sale and Servicing Agreement) incurred in consultation
with the Agent, which shall not be subject to any cap) will not exceed $100,000 during any twelve calendar month period (the “Senior
Expenses Cap”);


 


(iii)third,
pay, on a pari passu basis, (A) to the Master Servicer an amount equal to the accrued and unpaid Master Servicing Fee
owing to the Master Servicer and (B) to the Life Settlement Servicer an amount equal to the accrued and unpaid Life Settlement
Servicing Fee;


 


(iv)fourth,
pay to the Agent for the account of the Lenders an amount equal to the accrued and unpaid Interest and Facility Fees (other than
the Deferred Fee) and all other Obligations then due and payable (other than the principal balance of the Advances);


 






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(v)fifth,
pay, on a pari passu basis, to each Hedge Counterparty, an amount equal to any fees, expenses and Hedge Breakage Costs
which are then due and payable under the Hedge Agreements (if any);


 


(vi)sixth,
pay to the Agent for the account of the Lenders an amount equal to the lesser of (A) aggregate Advance Amount for all Assets
for which any Liquidation Proceeds have been deposited into the Collection Account during the preceding Monthly Period (the “Available
Liquidation Proceeds”) and (B) the aggregate outstanding principal balance of the Advances;


 


(vii)seventh,
on and after the Program Maturity Date, and at any other time that a Termination Event has occurred and is continuing, pay all
remaining funds to the Agent for the account of the Lenders until the Advances have been repaid in full;


 


(viii)eighth,
pay to the Agent an amount equal to the Borrowing Base Deficiency (if any) as of such Monthly Settlement Date (determined as if
no funds were on deposit in the Collection Account), for application to the repayment of the Advances;


 


(ix)ninth,
to pay the amounts described in clause (ii) above, but only to the extent not paid thereunder due to the Senior Expenses Cap;


 


(x)tenth,
to the extent any Available Liquidation Proceeds remain after application pursuant to clause (ix) above, pay to the Agent
for the account of the Lenders an amount equal to the lesser of all remaining Available Liquidation Proceeds and the amount of
the accrued and unpaid Deferred Fee as of the end of the most recently ended Monthly Period;


 


(xi)eleventh,
so long as no Event of Default, Potential Event of Default, Borrowing Base Deficiency, Liquidity Trigger Event or Eligible Death
Benefit Deficiency exists or would be created thereby, to the extent so directed by the Borrowers, transfer to one or both of the
Borrowers an aggregate amount equal to the lesser of (A) the Available Liquidation Proceeds net of the amounts paid to the
Agent pursuant to clauses (vi) and (x) above and (B) the Equity Funded Amount in respect of the Assets which gave
rise to such Liquidation Proceeds, together with an amount which would result in the Borrowers realizing an annualized rate of
return on the Equity Funded Amount for such Assets of not more than 18% per annum, as determined by the Agent;


 


(xii)twelfth,
if any Advances are to be prepaid on such Monthly Settlement Date pursuant to Section 2.09, transfer to the Agent the
amount of such prepayment;


 


(xiii)thirteenth,
pay to the Agent, for the benefit of the Secured Parties, any other Obligations then due and owing; and


 


(xiv)fourteenth,
any remaining Available Funds shall be remitted to the Reserve Account for future application in accordance with this Section 2.05
or, at the option of the Borrowers, to the Lenders to repay all or a portion of the Facility Amount, provided, that if the
Advance Rate is less than or equal to 50% (after giving effect to all distributions to the Borrowers), any remaining Available
Funds may be distributed to one or both of the Borrowers so long as no Event of Default, Potential Event of Default, Borrowing
Base Deficiency, Liquidity Trigger Event or Eligible Death Benefit Deficiency exists or would be created thereby.


 






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(b)Eligible
Investments. All funds held in the Collection Account and the Reserve Account or any subaccount thereof (including,
without limitation, investment earnings thereon), shall be invested at the direction of the Master Servicer or the Agent in Eligible
Investments in accordance with the Collateral Account Agreement.


 


(c)Other
Payment Dates. On each Business Day (including any Monthly Settlement Date), the Agent shall set aside funds on deposit
in the Collection Account in an amount equal to the accrued and unpaid Interest through such day that will become payable on a
subsequent Business Day. On each Interest Payment Date, the Agent shall direct the Collateral Account Bank to pay the accrued and
unpaid Interest due on such Interest Payment Date out of the funds so set aside. If any other Obligation becomes due and payable
on a date other than a Monthly Settlement Date, the Agent may, in its sole discretion, direct the Collateral Account Bank to transfer
moneys held in the Collection Account in excess of the accrued and unpaid amounts described in clauses (i) through (iii) of
Section 2.05(a) and the accrued and unpaid Interest, to pay the Obligations so due and payable.


 


(d)[Reserved].


 


(e)Payment
of Certain Obligations following Default. Notwithstanding anything herein to the contrary, following the occurrence of
an Event of Default or Potential Event of Default, to the extent the funds in the Collection Account on any Monthly Settlement
Date are not sufficient to pay any of the amounts set forth in clauses (i) through (iv) of Section 2.05(a),
then any of the Agent or the Lenders may, in its sole discretion, pay all or any such amounts out of its own funds (even if doing
so results in the Obligations exceeding the Borrowing Limit). Any amounts so funded by the Agent or any Lender hereunder will constitute
an Advance hereunder, which Advance shall bear interest at the Default Funding Rate and shall be repayable by the Borrowers on
demand.


 


(f)Payment
of Premiums. The Master Servicer shall cause all premiums on the Policies included in the Collateral to be paid at least
thirty (30) days prior to the relevant due date therefor out of funds available for that purpose pursuant to the Related Documents
or the related Asset Documents (including the proceeds of Advances, to the extent necessary). So long as no Event of Default or
Potential Event of Default has occurred hereunder and the conditions precedent to the making of Advances as provided in Article III
are satisfied, the Master Servicer may direct that funds on deposit in the Reserve Account be used for the purpose of paying such
premiums as the same become due and payable. The Master Servicer will promptly notify the Agent in the event there are insufficient
funds to pay any such premium in full prior to such 30th day. Notwithstanding anything herein to the contrary, following
the occurrence of an Event of Default, Potential Event of Default or Liquidity Trigger Event, the Agent may, in its sole discretion,
set aside Collections in the Collection Account or the Reserve Account (or such other account as the Agent may designate for such
purpose) an amount of funds determined by the Agent in its sole discretion (based on the amount of premiums expected to be payable
under Policies included in the Collateral) to be used for the purpose of paying premiums due under Policies. Unless the Agent otherwise
directs, any such funds so set aside will not be distributed pursuant to Section 2.05(a) but instead will be used (at the
Agent’s option and in its sole discretion in each case) to pay such premiums. To the extent the funds so set aside in the
Collection Account or the Reserve Account are not sufficient to pay any such premiums, the Agent or any Lender may, in its sole
discretion, pay such premiums out of its own funds (even if doing so results in the Obligations exceeding the Borrowing Limit).
Any amounts so funded by the Agent or a Lender hereunder will constitute an Advance hereunder, which Advance shall bear interest
at the Default Funding Rate and shall be repayable by the Borrowers on demand.


 






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Section
2.06Interest Rate Hedges.


 


(a)On
any Business Day, a Borrower may, and if on any Borrowing Date, a Hedge Trigger Event shall have occurred, one or both of the Borrowers
shall, in each case at the sole cost and expense of the Borrowers, enter into one or more Hedge Transactions satisfying the requirements
of this Section 2.06. Each Hedge Transaction shall (i) have a notional amount which, when combined with all other Hedge
Transactions then in effect, satisfies the Hedge Notional Amount Requirement, (ii) to the satisfaction of the Agent, be sufficient
to ensure that the applicable Excess Spread is maintained at a level equal to or greater than the applicable Minimum Excess Spread,
(iii) have a tenor equal to the longest life expectancy of any Insured under any Purchased Policy plus twelve months and
(iv) incorporate such other terms as the Agent may reasonably direct in consultation with such Borrower. For avoidance of
doubt, neither Borrower shall be required to enter into any Hedge Transaction that does not protect against a decline or potential
decline in the Actual Excess Spread or increase the Actual Excess Spread.


 


(b)If
on any Monthly Settlement Date or the date of any sale or release of an Asset pursuant to Section 2.14, after the occurrence of
a Hedge Trigger Event, the actual aggregate notional amount of all Hedge Transactions is not equal to the Hedge Notional Amount
Requirement, one or both of the Borrowers shall, in each case at the sole cost and expense of the Borrowers, enter into additional
Hedge Transactions or terminate an existing Hedge Transaction in whole or in part, as necessary in order to ensure that (i) the
actual aggregate notional amount of all Hedge Transactions after giving effect to such addition or termination is equal to the
Hedge Notional Amount Requirement and (ii) the applicable Excess Spread is maintained at a level equal to or greater than the applicable
Minimum Excess Spread, each as re-calculated by the Agent on such date. Each additional Hedge Transaction entered into by a Borrower
pursuant to this Section 2.06(b) must satisfy the conditions set forth in Section 2.06(a) above.


 


(c)On
each date that a repayment of the principal amount of the Advances is made hereunder or the date of any sale or release of an Asset
pursuant to Section 2.14, the aggregate notional amounts of the Hedge Transactions shall, at the request of the Agent, be reduced
such that, after giving effect to such reduction or release, the aggregate notional amount of all Hedge Transactions, after giving
effect to such addition or termination is equal to the Hedge Notional Amount Requirement as re-calculated by the Agent on such
date.


 


(d)In
the event that a termination payment is paid by the Hedge Counterparty to a Borrower, that termination payment shall either be
paid directly to the replacement counterparty who is entering into the replacement Hedge Transaction or deposited into the Collection
Account and applied as Available Funds on the next Monthly Settlement Date.


 


(e)Neither
Borrower shall enter into any Hedge Transaction unless (i) the Hedge Counterparty thereunder is, at the time such Hedge Transaction
is entered into by such Borrower, an Eligible Hedge Counterparty and (ii) the Agent has reviewed and approved the form and
substance of the Hedge Agreement governing such Hedge Transaction.


 


(f)The
Borrowers shall, at all times, maintain a Borrowing Base Surplus in an amount at least equal to the Required Borrowing Base Surplus
Amount; provided, that, the Borrowers may, with the consent of the Agent, as secured party (which consent shall not be unreasonably
withheld or delayed), and, if the Borrowers fail to satisfy their obligations under this Section 2.06, the Agent may, liquidate
the Assets solely for the purpose of acquiring a hedging instrument constituting a Hedge Transaction satisfying the requirements
of this Section 2.06.


 






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(g)The
Borrowers may, if the Borrowing Base Surplus shall exceed the Required Borrowing Base Surplus Amount, calculated as if the Hedge
Trigger Event has occurred and is continuing, as quoted by the Agent (or an institution agreed upon by the Agent and the Borrowers)
as of such date (such excess amount, the “Excess Borrowing Base Surplus Amount”), upon notice to the Agent in
accordance with Section 2.14, (x) cause the return of Assets to the applicable Borrower, in each case, free and clear of the lien
of the Agent, in an aggregate amount not to exceed such Excess Borrowing Base Surplus Amount.


 


Section
2.07Payments and Computations, Etc.


 


(a)The
Advances shall accrue interest on each day during each Interest Period at the applicable Interest Rate. The accrued and unpaid
Interest for each Advance shall be due and payable in full on each Interest Payment Date for such Advance. All Obligations shall
be due and payable in full on the Program Maturity Date.


 


(b)All
amounts to be paid or deposited by any GWG Party hereunder shall be paid or deposited in accordance with the terms hereof no later
than 11:00 a.m. (New York City time) on the day when due in lawful money of the United States in immediately available funds
in accordance with the Agent’s instructions. If any GWG Party fails to make any payment or deposit required to be made by
it hereunder when due, such GWG Party shall, to the extent permitted by law, pay to the Agent interest on such amount at the Default
Funding Rate, payable on demand; provided, however, that such interest rate shall not at any time exceed the maximum rate
permitted by applicable law. Any Obligation hereunder shall not be reduced by any distribution if such distribution is rescinded
or required to be returned to either Borrower or any other Person for any reason. All computations of Interest, Facility Fees,
and other interest and fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including
the first but excluding the last day) elapsed. All such computations shall be made by the Agent, which computations by the Agent
shall be conclusive and binding absent manifest error. All payments to be made by any GWG Party hereunder or under any other Related
Document shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff.


 


(c)Whenever
any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the computation of payment of Interest, Facility Fees
or any other interest or fee payable hereunder, as the case may be.


 


(d)If
any Borrowing requested by a Borrower pursuant to Section 2.02 is not for any reason whatsoever made or effectuated (other
than through the gross negligence, bad faith or willful misconduct of the Lenders and/or Agent) on the date specified therefor
in such request, the Borrowers shall indemnify the applicable Lender and each Funding Source against any loss, cost or expense
incurred by such Lender or such Funding Source in connection therewith, including, without limitation, any loss, cost or expense
incurred by reason of the liquidation or reemployment of deposits, commercial paper proceeds or other funds acquired by such Lender
or such Funding Source to fund or maintain such Borrowing.


 


Section
2.08Fees.


 


(a)The
Borrowers shall pay the Agent the accrued and unpaid Program Fees, Non-Use Fees, Exit Fees, Deferred Fee, Upfront Fee and other
fees in the amounts and on the dates set forth in the Fee Letter.


 


(b)The
Borrowers shall pay to the Agent, upon the Agent’s demand, for the benefit of the Lenders, all Liquidation Fees with respect
to any repayment of an Advance.


 






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Section
2.09Prepayments.


 


(a)The
Borrowers shall have the right to prepay any Advance, in whole or in part, on any Interest Payment Date for such Advance upon at
least two (2) Business Days’ written notice to the Agent, which notice shall specify the proposed prepayment date and
the amount of such prepayment, provided that any partial prepayment of less than all the Advances shall be equal to an integral
multiple of $250,000. Each notice of prepayment shall be irrevocable and binding on the Borrowers. In addition, each such prepayment
will be accompanied by payment of the related Liquidation Fees in accordance with Section 2.08(b).


 


(b)If,
on any Business Day (i) the Facility Amount shall exceed the Borrowing Limit or (ii) a Borrowing Base Deficiency exists,
then, the Borrowers shall remit to the Agent, prior to any Borrowing and in any event no later than the close of business of the
Agent on the second succeeding Business Day, a payment (to be applied by the Agent to repay Advances) in such amount as may be
necessary (A) to reduce the Facility Amount to an amount less than or equal to the Borrowing Limit and (B) to eliminate
such Borrowing Base Deficiency.


 


Section
2.10Increased Costs; Capital Adequacy.


 


(a)If
after the Closing Date, any Lender, the Agent, any Funding Source or any of their respective Affiliates (each an “Affected
Party”) shall be charged or shall incur any fee, expense, increased reserve requirement or other increased cost on account
of the adoption or implementation of any applicable law, rule or regulation or any accounting principle (including, without limitation,
any applicable law, rule or regulation or accounting principle regarding or affecting capital adequacy) or any change therein,
or any change in the interpretation or administration thereof by any Governmental Authority or accounting body charged with the
interpretation or administration thereof, or compliance with any request or directive (whether or not having the force of law)
of any such Governmental Authority or accounting body (a “Regulatory Change”): (i) which subjects any Affected
Party to any charge or withholding on or with respect to any Funding Agreement or an Affected Party’s obligations under a
Funding Agreement, or on or with respect to the Assets, or changes the basis of taxation of payments to any Affected Party of any
amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Party)
or (ii) which imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or
similar requirement against assets of, deposits with or for the account of an Affected Party, or credit extended by an Affected
Party pursuant to a Funding Agreement or (iii) which imposes any other condition the result of which is to increase the cost
to an Affected Party of performing its obligations under a Funding Agreement, or to reduce the rate of return on an Affected Party’s
capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any sum received or receivable
by an Affected Party under a Funding Agreement or to require any payment calculated by reference to the amount of interests or
loans held or interest received by it, then, upon demand by the Agent by the submission of the certificate described below, the
Borrowers shall pay to the Agent, for the benefit of the relevant Affected Party, such amounts as are necessary to compensate such
Affected Party for such increased cost, reduction or payment. A certificate from the relevant Affected Party setting forth in reasonable
detail the amounts so required to compensate such Affected Party submitted to the Borrowers shall be conclusive and binding for
all purposes, absent manifest error.


 


(b)[Reserved].


 






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(c)If
any Affected Party requests compensation under this Section 2.10, or the Borrowers are required to pay any additional amount
to any Lender, any Funding Source or any Governmental Authority for the account of such Lender or Funding Source pursuant to Section 2.11,
then such Lender or such Funding Source shall use reasonable efforts to designate a different lending office for funding or booking
its Advances hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if,
in the judgment of such Lender or such Funding Source, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to this Section 2.10 or Section 2.11, as the case may be, in the future, or eliminate the need for the
notice pursuant to Section 2.10(b), as applicable, and (ii) in each case, would not subject such Lender or such Funding
Source to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such Funding Source. The
Borrowers hereby agree to pay all reasonable costs and expenses incurred by such Lender or such Funding Source in connection with
any such designation or assignment.


 


Section
2.11Taxes.


 


(a)Any
and all payments and deposits required to be made hereunder or under any other Related Document by any GWG Party shall be made
free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings,
and all liabilities with respect thereto, excluding net income taxes that are imposed by the United States and franchise
taxes and net income taxes that are imposed on any Affected Party by the state or foreign jurisdiction under the laws of which
such Affected Party is organized or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any GWG Party or the Agent
shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Affected Party, (i) the
Borrowers shall make an additional payment to such Affected Party, in an amount sufficient so that, after making all required deductions
(including deductions applicable to additional sums payable under this Section 2.11), such Affected Party receives an amount
equal to the sum it would have received had no such deductions been made, (ii) such GWG Party or the Agent, as the case may
be, shall make such deductions and (iii) such GWG Party or the Agent, as the case may be, shall pay the full amount deducted
to the relevant taxation authority or other authority in accordance with applicable law.


 


(b)In
addition, the Borrowers agree to pay any present or future stamp or other documentary taxes or any other excise or property taxes,
charges or similar levies which arise from any payment made hereunder or under any other Related Document or from the execution,
delivery or registration of, or otherwise with respect to, this Agreement or any other Related Document (hereinafter referred to
as “Other Taxes”).


 


(c)The
Borrowers shall indemnify each Affected Party for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes
or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.11) paid by such Affected Party and any
liability (including, without limitation, penalties, interest and expenses) arising therefrom or with respect thereto whether or
not such Taxes or Other Taxes were correctly or legally asserted. This indemnification shall be made within thirty (30) days
from the date the Affected Party (i) makes written demand therefor (and a copy of such demand shall be delivered to the Agent),
(ii) provides a certificate as to the amount of such indemnification submitted to the Borrowers and the Agent by such Affected
Party certifying that such payment has been made and setting forth, in reasonable detail, the basis for and the calculation thereof,
which shall be conclusive and binding for all purposes absent manifest error, and (iii) provides a copy of or extract from
documentation furnished by such taxing authority evidencing assertion or payment of such Taxes and Other Taxes, if available.


 






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(d)Each
Lender and each Funding Source who is organized outside the United States shall, prior to the date hereof (or, in the case of any
Person who becomes a Funding Source after the date hereof, prior to the date on which it so becomes a Funding Source), deliver
to the Borrowers and the Agent such certificates, documents or other evidence, as required by the Code or Treasury Regulations
issued pursuant thereto, including Internal Revenue Service Form W-8BEN-E or Form W-8ECI and any other certificate or
statement of exemption required by Treasury Regulation Section 1.1441-1(a) or Section 1.1441-6(c) or any subsequent version
thereof, properly completed and duly executed by such Lender or such Funding Source, as applicable, establishing that such payment
is (i) not subject to withholding under the Code because such payment is effectively connected with the conduct by such Lender
or such Funding Source, as applicable, of a trade or business in the United States or (ii) totally exempt from United States
tax under a provision of an applicable tax treaty. Each of the Lenders and such Funding Source that changes its funding office
shall promptly notify the Borrowers and the Agent of such change and, upon written request from either Borrower or the Agent, shall
deliver any new certificates, documents or other evidence required pursuant to the preceding sentence prior to the immediately
following due date of any payment by the Borrowers hereunder. Unless the Borrowers and the Agent have received forms or other documents
satisfactory to them indicating that payments hereunder are not subject to United States withholding tax, notwithstanding paragraph (a),
the Borrowers or the Agent shall withhold taxes from such payments at the applicable statutory rate in the case of payments to
or for the Lenders and any Funding Source organized under the laws of a jurisdiction outside the United States.


 


(e)The
Borrowers shall not be required to pay any amounts to any Affected Party in respect of Taxes and Other Taxes pursuant to paragraphs (a),
(b) and (c) above if the obligation to pay such amounts would not have arisen but for a failure by such Affected Party
to comply with the provisions of paragraph (d) above unless such Affected Party is unable to comply with paragraph (d)
because of (i) a change in applicable law, regulation or official interpretation thereof or (ii) an amendment, modification
or revocation of any applicable tax treaty or a change in official position regarding the application or interpretation thereof,
in each case after the date hereof (or, in the case of any Person who became an Affected Party after the date hereof, after the
date on which it so became an Affected Party).


 


Section
2.12Collateral Assignment of the Related Documents. To secure the prompt and complete payment when
due of the Obligations and the performance by each Borrower of all of the covenants and obligations to be performed by it pursuant
to this Agreement and each other Related Document, each Borrower hereby assigns to the Agent, for the benefit of the Secured Parties
(and their respective successors and assigns), all of its right and title to and interest in the Related Documents, including,
without limitation, (i) all rights of such Borrower to receive moneys due or to become due under or pursuant to the Related
Documents, (ii) all security interests and property subject thereto from time to time purporting to secure payment of monies
due or to become due under or pursuant to the Related Documents, (iii) all rights of such Borrower to receive proceeds of
any insurance, indemnity, warranty or guaranty with respect to the Related Documents, (iv) all claims of such Borrower for
damages arising out of or for breach of or default under the Related Documents, and (v) the right to compel performance and
otherwise exercise all remedies and enforce all rights of such Borrower under the Related Documents.


 


Section
2.13Grant of a Security Interest. To secure the prompt and complete payment when due of the Obligations
and the performance by each Borrower of all of the covenants and obligations to be performed by it pursuant to this Agreement and
each other Related Document, each Borrower hereby grants to the Agent, on behalf of the Secured Parties (and their respective successors
and assigns), a security interest in all of such Borrower’s right, title and interest in and to all of the following property
and interests in property (collectively, the “Collateral”), in each case whether tangible or intangible and
whether now owned or existing or hereafter arising or acquired and wheresoever located:


 


(a)all
Assets, together with all Other Conveyed Property, Records and other property and interests in property related thereto or pledged
as collateral therefor, including, without limitation, all related Polices and all Collections and other moneys due and to become
due under or in connection with any of the foregoing (whether in respect of principal, interest, fees, expenses, indemnities, death
benefits or otherwise);


 






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(b)all
right, title and interest of such Borrower in, to and under all Asset Documents and Related Documents, including, without limitation,
all other moneys due and to become due under or in connection with any of the foregoing (whether in respect of principal, interest,
fees, expenses, indemnities, or otherwise);


 


(c)all
right, title and interest of such Borrower in, to and under the Collection Account, the Reserve Account, each Policy Account and
all other bank and similar accounts relating to the collection of Assets and other collateral and all funds held therein or in
such other accounts, and all investments made with funds in the Collection Account, the Reserve Account and such other accounts;


 


(d)to
the extent related to Purchased Policies and Purchased Annuities, the Titling Trust, the applicable Trust Certificates and the
applicable Trust Agreement, together with (i) all warrants, options and other rights to acquire beneficial interests in such
Titling Trust and all of such Borrower’s rights to participate in, or to direct, the management or administration of such
Titling Trust, (ii) all rights, privileges, authority and powers of such Borrower under such Trust Agreement or otherwise
as owner or holder of such Trust Certificates, (iii) all documents and certificates representing or evidencing such Borrower’s
interest in such Titling Trust, (iv) all of such Borrower’s right to receive dividends and redemptions on account of
its interest in such Titling Trust or to receive distributions of such Titling Trust’s assets, upon complete or partial liquidation
or otherwise and (v) all distributions, cash, property, and instruments from time to time received, receivable or otherwise
distributed in respect of, or in exchange for such Borrower’s interest in such Titling Trust;


 


(e)all
equipment, inventory, accounts, general intangibles, payment intangibles, instruments, investment property, documents, chattel
paper, goods, moneys, letters of credit, letter of credit rights, certificates of deposit, deposit accounts and all other property
and interests in property of such Borrower, whether tangible or intangible and whether now owned or existing or hereafter arising
or acquired and wheresoever located; and


 


(f)all
proceeds of the foregoing property described in clauses (a) through (e) above, including, without limitation, proceeds
which constitute property of the type described in clauses (a) through (r) above and, to the extent not otherwise included,
all (i) payments under any insurance policy (whether or not the Agent or the Lenders is the loss payee thereof), indemnity,
warranty or guaranty payable by reason of loss or damage to or otherwise with respect to any of the foregoing and (ii) interest,
dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or
in exchange for or on account of the sale or other disposition of any or all of the then existing Collateral.


 


Each of the Borrowers hereby authorizes
Agent to prepare and file financing statements (including any amendments, assignments or continuations thereof) provided for by
the UCC and to take such other action as may be required, in Agent’s sole judgment, in order to perfect and to continue the
perfection of Agent’s security interest in the Collateral, including, without limitation, to file a UCC financing statement
naming any Borrower as the debtor and describing the collateral as “all assets” of such Borrower.


 


Section
2.14Releases of Collateral. Each Borrower may, upon not less than two (2) Business Days’ prior
written notice to the Agent, request the Agent to release its security interest in one or more Assets included in the Collateral
to the extent such release is necessary in connection with:


 


(a)any
repurchase or substitution of such Assets pursuant to and in accordance with the Sale and Servicing Agreement; or


 






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(b)any
sale of Purchased Policies to a Person that is not an Affiliate of any GWG Party (each such Person, a “Third Party Buyer”)
on arm’s length terms; provided that no such release pursuant to this clause (b) shall be made unless:


 


(i)the
Agent receives payment in full and in cash of the sales price for such Purchased Policies (the “Sale Price”),
which Sale Price is not less than the greater of (A) the Value of such Purchased Policies and (B) the sum of (1) (x)
in the case of a Hedged Policy, 95%, and (y) in the case of an Unhedged Policy, 70%, of the aggregate Collateral Balance of such
Purchased Policies plus (2) accrued and unpaid Facility Fees and Interest on a principal amount of Advances equal to such
Collateral Balance (calculated by reference to the Facility Rate);


 


(ii)neither
the Seller nor any of its Affiliates receives any consideration for such sale, other than the Sale Price remitted to the Agent
pursuant to clause (i);


 


(iii)each
such Purchased Policy is sold by the applicable Borrower, Securities Intermediary or the related Titling Trust to such Third Party
Buyer without recourse, such that neither such Titling Trust, Securities Intermediary nor such Borrower is required to (A) make
or provide any representations, warranties, indemnities or other undertakings of any kind to such Third Party Buyer or any other
Person (it being understood and agreed that the Seller may make or provide any such representations, warranties, indemnities or
other undertakings as necessary or appropriate, so long as no Borrower, Securities Intermediary or Titling Trust has any liability
with respect thereto) or (B) execute any documents other than an assignment agreement between such Borrower, Securities Intermediary
or Titling Trust and such Third Party Buyer in a form that has been approved in writing by the Agent; and


 


(iv)no
Liquidity Trigger Event, Borrowing Base Deficiency, Eligible Death Benefit Deficiency, or other Event of Default or Potential Event
of Default has occurred and is continuing or would result therefrom.


 


The release of the Agent’s security
interest in any such Asset shall be subject to the Agent’s receipt of all amounts payable by the Seller in connection with
such repurchase or substitution pursuant to the Sale and Servicing Agreement (in the case of a release pursuant to clause (a))
or from the Seller or the Third Party Buyer (in the case of a release pursuant to clause (b)). Upon the written request of
the Borrowers following the Agent’s receipt of such amounts, and at the cost and expense of the Borrowers, the Agent shall
deliver and, if necessary, execute such instruments and documents as the Borrowers may reasonably request for purposes of effectuating
such release.


 


Section
2.15Evidence of Debt. Each Lender (or the Agent on its behalf) shall maintain an account or accounts
evidencing the indebtedness of the Borrowers to such Lender resulting from each Advance owing to such Lender from time to time,
including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. The entries made in
such account(s) of such Lender or the Agent on behalf of such Lender shall be conclusive and binding for all purposes, absent manifest
error.


 


Section
2.16Reserve Account. The Borrowers shall establish and maintain, or cause to be established and maintained,
the Reserve Account in the name of the Agent. The Reserve Account shall at all times be under the exclusive dominion and control
of the Agent and no GWG Party shall have any access thereto or right to make any withdrawal therefrom (except that the Master Servicer
will have read-only online access for the purpose of reviewing the activity in the Reserve Account). Funds will from time to time
be deposited to, and withdrawn from, the Reserve Account pursuant to Section 2.05. Funds on deposit in the Reserve Account
may be invested in Eligible Investments in accordance with Section 2.05. On the Final Payout Date, any remaining funds in
the Reserve Account shall be distributed to the Collection Account in accordance with Section 2.05.


 






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Section
2.17Conveyances to Securities Intermediary. From time to time from and after the Second Restatement
Effective Date, GWG DLP II may cause one or more Policies to be transferred from the Titling Trust to the Securities Intermediary
pursuant to the Policy Sale Agreement, with instructions that the Securities Intermediary credit such Policies to the Policy Account
for GWG DLP III in accordance with the terms of the Securities Intermediary Agreement; provided that at no time shall there
be Policies with an aggregate Value in excess of $25,000,000 that have been so delivered to the Securities Intermediary, where
either (i) the Securities Intermediary has not delivered written confirmation to GWG DLP II and the Agent that such Policies have
been credited to the Policy Account, or (ii) the Securities Intermediary has not delivered written confirmation to GWG DLP II and
the Agent that the Obligor of such Policies has delivered written confirmation to the Securities Intermediary that (x) title to
such Policies is recorded as being held by “Wells Fargo Bank, N.A., as Securities Intermediary” and (y) such Obligor
has delivered a written confirmation of the Collateral Assignment of such Policy to the Agent.


 


Article
III



CONDITIONS OF ADVANCES


 


Section
3.01Conditions Precedent to Second Restatement Effective Date. The effectiveness of this Agreement
is subject to the condition precedent that the Agent shall have received on or before the Second Restatement Effective Date each
of the following:


 


(a)the
instruments, documents, agreements and opinions listed in Schedule V, each (unless otherwise indicated) dated such date, in
form and substance satisfactory to the Agent and the Lenders;


 


(b)to
the extent required by the Agent, confirmation from each of Moody’s, Standard & Poor’s and Fitch that the execution
and delivery of this Agreement will not result in the reduction or withdrawal of the then current ratings of the Conduit Lender’s
commercial paper notes;


 


(c)payment
of all fees required to be paid on or before the Second Restatement Effective Date pursuant to the Fee Letter;


 


(d)a
security interest has been granted to the Agent, on behalf of the Secured Parties (and their respective successors and assigns),
pursuant to and in accordance with the terms of this Agreement, in all of the Borrowers’ right, title and interest in additional
Eligible Assets with an aggregate Collateral Balance of at least $50,000,000, and


 


(e)such
other approvals, opinions or documents as the Agent may reasonably request.


 


Section
3.02Conditions Precedent to All Borrowings. Each Borrowing (including the initial Borrowing) shall be subject
to the further conditions precedent that:


 


(a)no
later than 1:00 p.m. (New York City time) on the second Business Day prior to the date of such Borrowing, the GWG Parties
shall have delivered to the Agent, in form and substance reasonably satisfactory to the Agent, a completed Borrowing Base Certificate
containing information accurate as of a date no more than three (3) Business Days prior to the date of such Borrowing and
confirming that no Borrowing Base Deficiency, Liquidity Trigger Event or Eligible Death Benefit Deficiency would exist after giving
effect to such Borrowing;


 






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(b)on
the date of such Borrowing, the following statements shall be true and correct as of the date of such Borrowing (and each GWG Party
shall be deemed to have represented and warranted that the following statements are true and correct as of the date of such Borrowing):


 


(i)the
representations contained in Section 4.01 and the representations of the GWG Parties contained in the other Related Documents
are true and correct on and as of such date as though made on and as of such date;


 


(ii)no
event has occurred and is continuing, or would result from such Borrowing, which constitutes an Event of Default, a Potential Event
of Default or a Termination Event;


 


(iii)on
and as of such day, after giving effect to such Borrowing, (A) the Facility Amount would not exceed the Borrowing Limit, and
(B) no Borrowing Base Deficiency, Liquidity Trigger Event or Eligible Death Benefit Deficiency would exist;


 


(iv)the
Termination Date has not occurred;


 


(v)no
law or regulation shall prohibit, and no order, judgment or decree of any federal, state or local court or governmental body, agency
or instrumentality shall prohibit or enjoin, the making of such Borrowing in accordance with the provisions hereof;


 


(vi)in
the event the Agent determines in good faith that there has been any change in, or in the interpretation or application by any
Governmental Authority of, any applicable law, rule or regulation relating to the Assets or the transactions contemplated by the
Related Documents or the applicable Asset Documents that has had or could have a Material Adverse Effect, the Agent shall have
received such other approvals, opinions, documents or information as the Agent may reasonably request in order to confirm (A) the
satisfaction of the conditions set forth above and (B) that each Asset to be purchased by a Borrower with the proceeds of
such Borrowing is an Eligible Asset; and


 


(vii)the
Required Borrowing Base Surplus Amount exceeds the Borrowing Base Surplus.


 


Article
IV



REPRESENTATIONS AND WARRANTIES


 


Section
4.01Representations and Warranties. Each GWG Party (in each case solely as to itself) hereby represents
and warrants to the Lenders and the Agent as follows as of the Closing Date, as of the Second Restatement Effective Date and each
Borrowing Date:


 


(a)Organization
and Good Standing. Such GWG Party has been duly organized and is validly existing as a limited liability company 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. Such GWG Party has the power and authority to own its properties and to conduct its business as such properties are
currently owned and such business is currently conducted. Each of the Seller and each Borrower had at all relevant times, and now
has, the power, authority and legal right to acquire, own and sell, and to grant security interests in, the Assets and Other Conveyed
Property as contemplated by the Related Documents.


 






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(b)Due
Qualification. Such GWG Party is duly qualified to do business as a foreign company in good standing, has filed on a timely
basis all required tax returns, and has obtained all necessary licenses and approvals, in each case in all jurisdictions where
such qualification, filing, license or approval, as the case may be, is required for the conduct of its business.


 


(c)Power
and Authority. Such GWG Party has the power and authority to execute and deliver this Agreement and the other Related Documents
to which it is named as a party and to carry out its terms and their terms, respectively; and the execution, delivery and performance
of this Agreement and the other Related Documents to which it is named as a party have been duly authorized by such GWG Party by
all necessary partnership or limited liability company, as applicable, action and this Agreement and each other Related Document
to which it is named as a party have been duly executed and delivered by such GWG Party.


 


(d)Valid
and Binding Obligations. This Agreement and each other Related Document to which such GWG Party is named as a party, when
duly executed and delivered by the other parties thereto, shall constitute the legal, valid and binding obligations of such GWG
Party enforceable in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by equitable limitations
on the availability of specific remedies, regardless of whether such enforceability is considered in a proceeding in equity or
at law.


 


(e)No
Violation. The consummation of the transactions contemplated by this Agreement and the other Related Documents and the
fulfillment of the terms of this Agreement and the other Related Documents does not conflict with, result in any breach of any
of the terms and provisions of or constitute (with or without notice, lapse of time or both) a default under the organizational
documents of such GWG Party, or any material indenture, agreement, mortgage, deed of trust or other instrument to which such GWG
Party is a party or by which it or its properties are bound, or result in the creation or imposition of any Adverse Claim upon
any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other
than this Agreement and the Sale and Servicing Agreement), or violate in any material respect any law, order, rule or regulation
applicable to such GWG Party of any court or of any federal or state regulatory body, administrative agency or other Governmental
Authority having jurisdiction over such GWG Party or any of its properties. Such GWG Party is not in default with respect to any
order of any court, arbitrator or Governmental Authority.


 


(f)No
Proceedings. There are no proceedings or investigations pending or, to the best of such GWG Party’s knowledge, threatened
against it before any court, regulatory body, administrative agency or other tribunal or Governmental Authority having jurisdiction
over such GWG Party or its properties (A) asserting the invalidity of this Agreement or any of the Related Documents, (B) seeking
to prevent the making of any Advance or the consummation of any of the transactions contemplated by this Agreement or any of the
Related Documents, (C) seeking any judgment or other legal or equitable relief from either Borrower, (D) seeking any
other determination or ruling that would be reasonably likely to have a Material Adverse Effect, or (E) seeking to materially
and adversely affect the federal income tax or other federal, state or local tax attributes of the Advances.


 


(g)No
Consents or Licenses. No consent, approval, license, authorization or order of or declaration or registration or filing
with any Governmental Authority is required to be made or obtained by such GWG Party in connection with the execution, delivery
or performance of this Agreement, any other Related Document or any Asset Document or the consummation of the transactions contemplated
hereby or thereby, except such as have been duly made, effected or obtained. None of the parties hereto is required to be licensed
under any application law, rule or regulation relating to premium financing or life settlements by reason of such execution, delivery,
performance or consummation except (in the case of the Seller) for licenses that have already been obtained by it which are in
full force and effect.


 






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(h)Chief
Executive Office; Tax ID; Jurisdiction of Organization. The chief executive office of such GWG Party is located in Minneapolis,
Minnesota. During the past five years, such GWG Party has not had its chief executive office located in a state other than the
State of Minnesota. The Federal Employer Identification Number for each GWG Party is correctly set forth on Schedule III.
Such GWG Party’s sole jurisdiction of organization is the State of Delaware.


 


(i)Legal
Name. The legal name of such GWG Party is as set forth in Schedule III of this Agreement. Except as set forth in Schedule III
of this Agreement, such GWG Party has not changed its name during the preceding six years and does not have any trade names, fictitious
names, assumed names or “doing business” names.


 


(j)Solvency.
Such GWG Party is solvent and will not become insolvent after giving effect to the transactions contemplated by the Related Documents.
Such GWG Party is paying its debts as they become due and after giving effect to the transactions contemplated by the Related Documents
will have adequate capital to conduct its business.


 


(k)ERISA.
Neither Borrower has any pension or profit sharing plans. To the extent any other GWG Party has any pension or profit sharing plans,
such plans have been fully funded in accordance with all applicable laws, rules and regulations and the terms of such plans. Each
GWG Party is in compliance with ERISA and has not incurred and does not expect to incur any liabilities (except for premium payments
arising in the ordinary course of business) to the Pension Benefit Guaranty Corporation (or any successor thereto) under ERISA.


 


(l)Nonconsolidation.
The statements and factual assumptions contained in the opinion of Carter Ledyard & Milburn LLP regarding true sale and substantive
consolidation matters delivered to the Agent and others on the Second Restatement Effective Date are, in each case, true and correct,
and each GWG Party will comply with any covenants or obligations assumed to be complied with by it in such opinion as if such covenants
and obligations were set forth herein.


 


(m)Notes
to Financial Statements. All audited financial statements of the Parent Group Members that are consolidated to include
the Borrowers will contain notes clearly stating that (A) all of the Assets are owned by the Borrowers and (B) each Borrower
is a separate legal entity.


 


(n)Ownership
of the Borrowers and the Seller. GWG Life is the legal and beneficial owner of 100% of the membership interests and other
equity interests of each Borrower, and all of such membership and other equity interests have been fully paid and are owned by
GWG Life free and clear of all warrants, options, rights to purchase and other Adverse Claims. GWG Life will not transfer any membership
or other interest in either Borrower without the prior written consent of the Agent. The Performance Guarantor is the legal and
beneficial owner of 100% of the membership and other equity interests of the Seller, and all of such membership and other equity
interests have been fully paid and are owned by the Performance Guarantor free and clear of all warrants, options, rights to purchase
and other Adverse Claims.


 






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(o)Accuracy
of Information. All written information heretofore originated and furnished by any GWG Party, any Servicer or any Life
Settlement Provider to the Agent or the Lender for purposes of or in connection with this Agreement, any of the other Related Documents
or any transaction contemplated hereby or thereby is, and all such written information hereafter originated and furnished by such
GWG Party, Servicer or Life Settlement Provider to the Agent or the Lender, when taken as a whole, will be (in each case, in the
case of information originated and furnished by the Life Settlement Provider or a Servicer that is not an Affiliate of either Borrower,
to the knowledge of the GWG Parties following a commercially reasonable inquiry), true and accurate in all material respects, on
the date as of which such information is stated or certified and does not and will not contain any material misstatement of fact
or omit to state a material fact necessary to make the statements contained therein, taken as a whole and in context, not misleading.


 


(p)Title
to Assets Purchased From the Seller. Each Asset (i) (x) in the case of a Purchased Policy, was purchased by the Seller
from the applicable Life Settlement Provider or Insured, pursuant to and in accordance with a Purchase and Sale Agreement, the
related Asset Documents and, if applicable, the related Origination Agreement and (y) in the case of a Purchased Annuity, was purchased
by the Seller directly from the applicable annuity provider, and the Seller thereby irrevocably acquired (or, in the case of an
Escrow Policy, will acquire upon release of the Purchase Price pursuant to the related Eligible Escrow Agreement) all legal and
equitable title to such Asset and the Other Conveyed Property free and clear of any Adverse Claims other than Permitted Liens and
liens related to Subordinated Indebtedness, and (ii) has been acquired by the applicable Borrower (or a Titling Trust on its
behalf) from the Seller in accordance with the terms of the Sale and Servicing Agreement, and such Borrower has thereby irrevocably
acquired (or, in the case of an Escrow Policy, will acquire upon release of the Purchase Price pursuant to the related Eligible
Escrow Agreement) all legal and equitable title to such Asset and the Other Conveyed Property free and clear of any Adverse Claims
other than Permitted Liens. Without limiting the foregoing, all actions (including, without limitation, the filing of all financing
statements or other similar instruments or documents under the UCC of all applicable jurisdictions and the giving of all notices
that may be required under the laws of any applicable jurisdiction) required in order to perfect and protect such Borrower’s
interest in the Assets included in the Collateral and Other Conveyed Property with respect thereto as against any purchasers from,
or creditors of, the Seller and each Life Settlement Provider have been duly taken.


 


(q)Perfection.
This Agreement (together with the financing statements filed on or prior to the Closing Date) is effective to create a
valid and perfected first priority security interest in the Collateral now existing or hereafter arising. Without limiting the
foregoing, all actions (including, without limitation, the filing of all financing statements or other similar instruments or documents
under the UCC of all applicable jurisdictions and the giving of all notices that may be required under the laws of any applicable
jurisdiction) required in order to perfect and protect the interests of the Agent and the Lenders in the Collateral as against
any purchasers from, or creditors of, any GWG Party and each applicable Life Settlement Provider have been duly taken. The representations
and warranties set forth in Part B of Schedule I are true and correct.


 


(r)Collection
Account, Policy Accounts and Obligor Payment Instructions. No GWG Party has granted any Person, other than
the Agent, dominion and control of the Collection Account or the right to take dominion and control of the Collection Account at
a future time or upon the occurrence of a future event. The Collection Account is subject to the Collateral Account Agreement duly
executed and delivered by the Borrowers and the Collection Account Bank. All Obligors have been instructed to make all payments
due under the Assets directly to a Collection Account. No GWG Party has granted any Person, other than the Agent, dominion and
control of any Policy Account or the right to take dominion and control of any Policy Account at a future time or upon the occurrence
of a future event. Each Policy Account is subject to a Securities Intermediary Agreement duly executed and delivered by the applicable
Borrower and the applicable Securities Intermediary.


 






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(s)Operating
Policies and Practices. With respect to each Asset included in the Collateral, each GWG Party has complied
in all material respects with, and has not made any material changes in, the Operating Policies and Practices except as permitted
hereunder.


 


(t)Payments
to the Seller. With respect to each Asset transferred to the Borrowers under the Sale and Servicing Agreement,
each Borrower has given reasonably equivalent value to the Seller in consideration for such transfer of such Asset and the Other
Conveyed Property with respect thereto and such transfer was not made for or on account of an antecedent debt. With respect to
each Asset transferred to the Seller under a Purchase and Sale Agreement, the Seller has given reasonably equivalent value to the
applicable seller thereunder in consideration for such transfer of such Asset and the Other Conveyed Property with respect thereto
and such transfer was not made for or on account of an antecedent debt.


 


(u)Not
an Investment Company. Such GWG Party is not an “investment company” within the meaning of the Investment
Company Act of 1940, as amended from time to time, or any successor statute and such GWG Party has not relied exclusively on either
or both of Section 3(c)(1) or 3(c)(7) of the Investment Company Act for an exception from the definition of “investment company”.


 


(v)Taxes.
Such GWG Party has paid when due all taxes payable by it in connection with the Assets other than those taxes which are being
contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained in accordance with
GAAP.


 


(w)No
Borrowing Base Deficiency. No Borrowing Base Deficiency exists.


 


(x)No
Event of Default, Etc. No Event of Default, Potential Event of Default, Termination Event or Liquidity Trigger Event has
occurred and is continuing.


 


(y)Eligible
Assets. Each Asset was an Eligible Asset (i) as of the date on which such Asset was transferred by the Seller to the
applicable Borrower and (ii) as of each other date on which such Asset was included in the calculation of the Net Eligible
Asset Balance in any Master Servicer’s Certificate or Borrowing Base Certificate.


 


(z)Financial
Statements. The balance sheets of GWG Life and GWG Holdings, Inc. and their respective consolidated Subsidiaries
as at December 31, 2014, and the related statements of income and retained earnings of GWG Life and GWG Holdings, Inc. for
the fiscal year then ended, certified by nationally recognized independent public accountants acceptable to the Agent, copies of
which have been furnished to the Agent, fairly present in all material respects the financial condition of GWG Life and GWG Holdings,
Inc. as at such date and the results of the operations of GWG Life and GWG Holdings, Inc. for the period ended on such date, all
in accordance with GAAP consistently applied.


 


(aa)Use
of Proceeds. No proceeds of any purchase hereunder will be used (i) for a purpose which violates, or would
be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time
or (ii) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act
of 1934, as amended.


 


(bb)Material
Adverse Effect. Since the Closing Date no event or circumstance has occurred or exists which has had or could reasonably
be expected to have a Material Adverse Effect.


 


(cc)Ordinary
Course. Each GWG Party represents and warrants as to itself that each remittance of Collections by or to such GWG Party
under the Related Documents will have been (i) in payment of a debt incurred by such GWG Party in the ordinary course of business
or financial affairs of such GWG Party and the transferee and (ii) made in the ordinary course of business or financial affairs
of such GWG Party and the transferee.


 






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(dd)Representations
in other Related Documents. All other representations and warranties made by any GWG Party in the Related Documents are
true and correct as of such date as though made on and as of such date.


 


(ee)Transaction
Information. None of the GWG Parties, nor any Affiliate of a GWG Party or any third party with which any GWG Party or any
Affiliate thereof has contracted, has delivered, in writing or orally, to any nationally recognized statistical rating organization
providing or proposing to provide a rating to, or monitoring the rating of, the Conduit Lender’s commercial paper, any Transaction
Information without providing such Transaction Information to the Agent prior to delivery to such nationally recognized statistical
rating organization and has not participated in any oral communications with respect to Transaction Information with such nationally
recognized statistical rating organizations without the participation of a 17g-5 Representative of the Agent.


 


(ff)Subordinated
Indebtedness Prospectuses. Each Subordinated Indebtedness Prospectus is true and accurate in all material respects, on
the date as of which such information is stated and does not and will not contain any material misstatement of fact or omit to
state a material fact necessary to make the statements contained therein, in light of the circumstances under which they were made,
not misleading.


 


(gg)No
Eligible Death Benefit Deficiency. No Eligible Death Benefit Deficiency exists.


 


(hh)No
Outstanding Life Notes. As of the Second Restatement Effective Date, there are no outstanding Life Notes.


 


Article
V



COVENANTS


 


Section
5.01Affirmative Covenants.


 


Until the Final Payout
Date, each GWG Party agrees on behalf of itself that it will perform and observe its covenants and agreements set forth in this
Section 5.01.


 


(a)Reporting.
Each GWG Party will maintain, for itself and each of its Subsidiaries, a system of accounting established and administered
in accordance with GAAP, and will furnish to the Agent (at its own expense):


 


(i)Annual
Financial Reporting. Within one hundred twenty (120) days after the close of each of its fiscal years, audited
financial statements for such GWG Party for such fiscal year prepared both (A) in accordance with GAAP and (B) after
giving effect to the accrued Expected IRR on the Policies included in the Seller’s managed portfolio in the Consolidated
Net Income of such Transaction Party and otherwise in accordance with GAAP (“Accrual Basis Accounting”), and
in each case certified in a manner acceptable to the Agent by nationally recognized independent public accountants acceptable to
the Agent.


 






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(ii)Quarterly
Reporting. Within forty-five (45) days after the close of each quarterly period of each of its fiscal years, balance
sheets for such GWG Party as at the close of each such period and statements of income and retained earnings and a statement of
cash flows for such GWG Party for the period from the beginning of such fiscal year to the end of such quarter, all prepared both
(A) in accordance with GAAP and (B) in accordance with Accrual Basis Accounting, in each case subject to normal year-end
adjustments and without footnotes and certified by such GWG Party’s president, executive vice president, chief executive
officer or chief financial officer.


 


(iii)Monthly
Reporting. Within thirty (30) days after the close of each calendar month, balance sheets for such GWG Party as at
the close of each such month and statements of income and retained earnings and a statement of cash flows for such GWG Party for
the period from the beginning of the current fiscal year to the end of such calendar month, all prepared both (A) in accordance
with GAAP and (B) in accordance with Accrual Basis Accounting, in each case subject to normal year-end adjustments and without
footnotes and certified by such GWG Party’s president, executive vice president, chief executive officer or chief financial
officer.


 


(iv)Compliance
Certificate. Together with the financial statements required hereunder, a compliance certificate in substantially the form
of Exhibit C signed by such GWG Party’s president, executive vice president, chief executive officer or chief financial
officer and dated the date of such annual financial statement, quarterly financial statement or monthly financial statement, as
the case may be.


 


(v)Filings
and Investor Reports. Promptly upon the filing or distribution thereof, copies of all registration statements and annual,
quarterly, monthly or other reports which any GWG Party or any Affiliate of a GWG Party files with the Securities and Exchange
Commission or distributes to its equity investors, if any.


 


(vi)ERISA.
Promptly after the filing or receiving thereof, each GWG Party shall provide the Agent with copies of all reports and notices with
respect to any “Reportable Event” as defined in Article IV of ERISA which such GWG Party or any ERISA Affiliate
files under ERISA with the Internal Revenue Service or the Pension Benefit Guaranty Corporation or the U. S. Department of Labor
or which such GWG Party or any ERISA Affiliate receives from any such Person.


 


(vii)Notices
Under Related Documents. Forthwith upon its receipt of any material notice, request for consent, financial statements,
certification, report or other material communication under or in connection with any Related Document from any Person other than
the Agent, copies of the same.


 


(viii)Change
in Operating Policies and Practices. At least ten (10) Business Days prior to the effectiveness of any material change
in or amendment to the Operating Policies and Practices, a copy of the Operating Policies and Practices then in effect and a notice
indicating such change or amendment.


 






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(ix)Subordinated
Indebtedness Reporting. Concurrently with the delivery of the monthly report pursuant to subsection (iii) above, the
GWG Parties shall provide to the Agent a status report concerning the Subordinated Indebtedness as of the end of such month certified
by a Responsible Officer of each of the GWG Parties, which report shall include (a) the aggregate principal balance of and
aggregate accrued and unpaid interest on, the outstanding Subordinated Indebtedness as of such month end (both in the aggregate
and separately by issuer and by the maturity date), (b)  a statement that none of the GWG Parties is an “investment
company” within the meaning of the Investment Company Act of 1940, and (c) such other information as may be reasonably
requested by the Agent from time to time. The GWG Parties shall promptly notify the Agent of the filing of any registration statement
with respect to the Subordinated Indebtedness, and of the withdrawal of any such registration statement. In addition, the GWG Parties
shall deliver to the Agent promptly (and in any event within one (1) Business Day) after their receiving the same, a copy
of each comment letter or other correspondence received from the SEC or any other Governmental Authority relating to the Subordinated
Indebtedness or the status of the GWG Parties for purposes of the Investment Company Act of 1940.


 


(x)[Reserved].


 


(xi)Other
Information. Such other information as the Agent may from time to time reasonably request.


 


All financial statements
required to be delivered in respect of the Performance Guarantor pursuant to this Section 5.01 must be delivered on both a
consolidated (with its consolidated subsidiaries) and a consolidating basis. All financial statements required to be delivered
in respect of the Borrowers pursuant to this Section 5.01 must be delivered on a stand-alone basis presented as supplemental
consolidating financial statements.


 


(b)Notices.
Each GWG Party will notify the Agent in writing of any of the following promptly (and in any event within two (2) Business Days)
upon learning of the occurrence thereof, describing the same and, if applicable, the steps being taken with respect thereto:


 


(i)Events
of Default, Potential Events of Default, Termination Events and Liquidity Trigger Events. The occurrence of each Event
of Default, each Potential Event of Default, each Termination Event and each Liquidity Trigger Event, by a statement of the president,
executive vice president, chief executive officer or chief financial officer of such GWG Party.


 


(ii)Judgment.
The entry of (A) any judgment or decree against either Borrower or (B) any judgment or decree against any other GWG Party
or any of their respective Subsidiaries if the aggregate amount of all judgments and decrees then outstanding against the GWG Parties
and their respective Subsidiaries exceeds $250,000 (net of any insurance proceeds actually received by the applicable GWG Parties
or their Subsidiaries with respect to such judgment) or such judgment or decree would otherwise be reasonably likely to have a
Material Adverse Effect.


 


(iii)Litigation.
The institution of any litigation, investigation, arbitration proceeding or governmental proceeding (A) against or involving
either Borrower or to which either Borrower becomes a party or (B) against or involving any other GWG Party or any Subsidiary
of a GWG Party if the amount in controversy exceeds $250,000 or if such litigation, arbitration proceeding or governmental proceeding,
if adversely determined against such GWG Party or such Subsidiary, would be reasonably likely to have a Material Adverse Effect
or if such litigation, investigation, arbitration proceeding or governmental proceeding includes any allegation of criminal or
fraudulent acts or omissions on the part of any GWG Party.


 


(iv)SEC
or FINRA Actions. The receipt by any GWG Party of a Wells Notice from the SEC or FINRA, or any litigation or administrative
proceeding that is brought, or any enforcement action that is taken, against any GWG Party by the SEC or FINRA.


 






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(c)Compliance
With Laws. Each GWG Party will comply in all material respects with all applicable laws, rules, regulations, orders
writs, judgments, injunctions, decrees or awards to which it may be subject (including, without limitation, all applicable laws,
rules and regulations relating to consumer lending, other consumer transactions and/or life settlements). Each GWG Party will pay
when due any taxes payable by it when due other than those taxes which are being contested in good faith and by proper proceedings
and as to which appropriate reserves are being maintained in accordance with GAAP.


 


(d)Audits.
Subject to applicable laws, rules and regulations, each GWG Party will furnish to the Agent from time to time upon at least two
Business Days’ prior written notice, such information with respect to it, the Assets and the Other Conveyed Property with
respect thereto, the Insureds or Life Settlement Providers, as applicable, and the Originators as the Agent may reasonably request
which is in such GWG Party’s possession or to which such GWG Party has reasonable access. Subject to applicable laws, rules
and regulations, each such GWG Party shall, from time to time during regular business hours as requested by the Agent, permit the
Agent, or its agents or representatives at such GWG Party’s expense, (i) to examine and make copies of and abstracts
from all Records in the possession or under the control of any GWG Party and any Servicer relating to the Collateral, including,
without limitation, the related Asset Documents and other Records, and (ii) to visit the offices and properties of any GWG
Party and any Servicer for the purpose of examining such materials described in clause (i) above, and to discuss matters
relating to any GWG Party’s financial condition or the Assets and the Other Conveyed Property or any GWG Party’s or
Servicer’s performance under the Related Documents to which it is a party or under the Asset Documents with any of the officers
or employees of such GWG Party or Servicer having knowledge of such matters. In addition, the Agent may from time to time, at the
reasonable expense of the Borrowers, (i) perform or direct any GWG Party or Servicer to perform background checks on any material
personnel hired by such GWG Party or Servicer after the Closing Date, (ii) contact Initial Lenders, Obligors, Insureds, Life
Settlement Providers or parties involved in the purchase or origination of Annuities, as applicable, and Originators directly for
the purpose of confirming information relating to the Assets, (iii) accompany any GWG Party on any due diligence or collateral
audit conducted with respect to any Originator or Initial Lender or Life Settlement Provider, as applicable, and (iv) in its
discretion, independently conduct any such due diligence or collateral audit itself. Subject to applicable laws, rules and regulations,
each GWG Party shall cooperate (and shall cause each Servicer to cooperate) with the Agent in any such background check, confirmation
or audit and shall furnish to the Agent all information (including, without limitation, names and addresses of Obligors and Insureds)
that the Agent may reasonably request in connection therewith.


 


(e)Keeping
and Marking of Records and Books.


 


(i)Each
GWG Party will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate
Records relating to the Assets in the event of the destruction of the originals thereof), and keep and maintain all documents,
books, records and other information reasonably necessary or advisable in light of industry practice for the collection of all
Assets (including, without limitation, records adequate to permit the immediate identification of each new Asset and all Collections
of and adjustments to each existing Asset). Each such GWG Party will give the Agent notice of any material change in the administrative
and operating procedures referred to in the previous sentence.


 






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(ii)Each
GWG Party will (a) on or prior to the date hereof, mark its master data processing records relating to the Assets with a legend,
acceptable to the Agent, describing the security interest of the Agent and (b) upon the request of the Agent following the
occurrence of any Event of Default, to the extent it is permitted to do so, deliver to the Agent or its designee all Asset Documents
in its possession or under its control (including, without limitation, all multiple originals of any such Asset Documents).


 


(f)Compliance
With Asset Documents and Operating Policies and Practices. Each GWG Party will timely and fully (i) perform and comply
in all material respects with all provisions, covenants and other promises required to be observed by it under the Asset Documents
related to the Assets, and (ii) comply in all material respects with the Operating Policies and Practices in regard to each
Asset, the Other Conveyed Property with respect thereto and the related Asset Documents.


 


(g)Purchase
of Assets From the Seller. With respect to each Asset purchased, originated or otherwise acquired by the Seller during
the period from the date hereof to the Program Maturity Date that is transferred to the applicable Borrower, Securities Intermediary
or the related Titling Trust pursuant to the Sale and Servicing Agreement, each GWG Party shall take (or cause to be taken) all
actions necessary to vest legal and equitable title to such Asset and the Other Conveyed Property and Collections with respect
thereto irrevocably in such Borrower pursuant to and in accordance with the Sale and Servicing Agreement and the other Related
Documents, including, without limitation, (i) the giving of all notices and the filing of all financing statements or other
similar instruments or documents reasonably necessary under the UCC of all appropriate jurisdictions or any other law to perfect
and protect such Borrower’s interest in such Asset and Other Conveyed Property as against any purchasers from, or creditors
of, any other GWG Party and (ii) such other actions to perfect, protect or more fully evidence the interest of such Borrower
in such Asset or Other Conveyed Property as the Agent or any Secured Party may reasonably request. From and after the Second Restatement
Effective Date, all Hedged Policies will be acquired by GWG DLP II and all Unhedged Policies will be acquired by GWG DLP III, and
in each case such Policies will be credited to a the applicable Policy Account maintained at the Securities Intermediary.


 


(h)Security
Interest. Each GWG Party shall take all necessary actions to establish and maintain a valid and perfected first priority
security interest in the Collateral, to the full extent contemplated herein, in favor of the Agent for the benefit of the Secured
Parties, including, without limitation, (i) the giving of all notices and the filing of all financing statements or other
similar instruments or documents reasonably necessary under the UCC of all appropriate jurisdictions or any other law to perfect
and protect the security interest of the Agent in the Collateral as against any purchasers from, or creditors of, any GWG Party
and (ii) such other actions to perfect, protect or more fully evidence the respective interests of the Agent and the Secured
Parties in the Collateral as the Agent or the Lenders may reasonably request.


 


(i)Payment
to the Seller. With respect to any Asset acquired by a Borrower from the Seller, each GWG Party shall cause such conveyance
to be effected under, and in compliance with the terms of, the Sale and Servicing Agreement, including, without limitation, the
terms relating to the amount and timing of payments to be made to the Seller in respect of the purchase price for such Asset. With
respect to any Asset purchased by the Seller from a Life Settlement Provider or Insured, as applicable, each GWG Party shall cause
such sale to be effected under, and in compliance with the terms of, the applicable Purchase and Sale Agreement and Origination
Agreement (if applicable), including, without limitation, the terms relating to the amount and timing of payments to be made to
the Life Settlement Provider or Insured, as applicable, in respect of the purchase price for such Asset.


 






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(j)Enforcement
of Related Documents. Each Borrower will (i) maintain each such Related Document in full force and effect, and (ii) take
any action required or permitted to be taken by it under any Related Document as reasonably directed by the Agent, including, without
limitation, (A) making claims to which it may be entitled under any indemnity reimbursement or similar provision contained
in any Related Document, (B) enforcing its rights and remedies (and the rights and remedies of the Agent and the Lenders,
as assignees of such Borrower) under any Related Document and (C) making demands or requests for information or reports or
for action from the other party or parties to such Related Documents.


 


(k)Corporate
Separateness. Each GWG Party acknowledges that the Lenders are entering into the transactions contemplated by this Agreement
in reliance upon each Borrower’s identity as a separate legal entity from the Parent Group Members. Therefore, from and after
the date of execution and delivery of this Agreement, each GWG Party shall take all reasonable steps including, without limitation,
all steps that the Agent or the Lenders may from time to time reasonably request to maintain each Borrower’s identity as
a separate legal entity and to make it manifest to third parties that such Borrower is an entity with assets and liabilities distinct
from those of the Parent Group Members. Without limiting the generality of the foregoing and in addition to the other covenants
set forth herein, each Borrower shall:


 


(i)conduct
its own business in its own name and require that all full-time employees of such Borrower (if any) identify themselves as such
and not as employees of any Parent Group Member (including, without limitation, by means of providing appropriate employees with
business or identification cards identifying such employees as such Borrower’s employees);


 


(ii)to
the extent any employee, consultant or agent of such Borrower is also an employee, consultant or agent of any Parent Group Member,
allocate, on a reasonable basis the compensation of such employee, consultant or agent between such Borrower and such Parent Group
Member;


 


(iii)clearly
identify its office space (by signage or otherwise) as its offices;


 


(iv)conduct
all transactions with any Parent Group Member (including, without limitation, any delegation of its obligations hereunder) strictly
on an arm’s-length basis and, to the extent allocated, allocate all overhead expenses (including, without limitation, telephone
and other utility charges and rent for office space) for items shared between such Borrower and such Parent Group Member on the
basis of actual use to the extent practicable and, to the extent such allocation is not practicable, on a basis reasonably related
to actual use;


 


(v)at
all times have at least one director who is an Independent Director; and promptly reimburse any Parent Group Member in respect
of any losses or expenses which are claimed by such Independent Director in his or her capacity as Independent Director and which
are paid by such Parent Group Member;


 


(vi)observe
all limited liability company formalities as a distinct entity, and ensure that all limited liability company actions relating
to (A) the dissolution or liquidation of such Borrower and (B) the initiation or participation in, acquiescence in or
consent to any bankruptcy, insolvency, reorganization or similar proceeding involving such Borrower, are duly authorized by unanimous
vote of its Board of Directors (including the Independent Director);


 






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(vii)observe
all limited liability company formalities as a distinct entity, and ensure that all limited liability company actions relating
to (A) the selection, maintenance or replacement of the Independent Manager, (B) the dissolution or liquidation of such
Borrower and (C) the initiation or participation in, acquiescence in or consent to any bankruptcy, insolvency, reorganization
or similar proceeding involving such Borrower, are duly authorized by unanimous vote of its Board of Directors (including the Independent
Manager);


 


(viii)maintain
such Borrower’s books and records separate from those of each Parent Group Member and otherwise readily identifiable as its
own assets rather than assets of any Parent Group Member;


 


(ix)prepare
its financial statements separately from those of the Parent Group Members and insure that any consolidated financial statements
of any Parent Group Member that include such Borrower have detailed notes clearly stating that such Borrower is the owner of the
Assets owned by it, is a separate legal entity and that its assets will be available first and foremost to satisfy the claims of
the creditors of such Borrower;


 


(x)except
as herein specifically otherwise provided, not commingle funds or other assets of such Borrower with those of any Parent Group
Member and not maintain bank accounts or other depository accounts to which any Parent Group Member is an account party, into which
any Parent Group Member makes deposits or from which any Parent Group Member has the power to make withdrawals;


 


(xi)not
permit any Parent Group Member to pay any of such Borrower’s operating expenses (except pursuant to allocation arrangements
that comply with the requirements of this Section 5.01(k));


 


(xii)not
hold itself out as responsible for the debts of any Parent Group Member;


 


(xiii)not
permit any Parent Group Member to hold itself out as responsible for the debts of such Borrower; and


 


(xiv)maintain
its charter documents in conformity with this Agreement, such that (1) it does not amend, restate, supplement or otherwise
modify its certificate of formation or limited liability company agreement in any respect that would impair its ability to comply
with the terms or provisions of any of the Related Documents, including, without limitation, Section 5.01(k) of this Agreement;
and (2) its limited liability company agreement, at all times that this Agreement is in effect, provides for not less than
five (5) days’ prior written notice to the Agent of the replacement or appointment of any director that is to serve
as an Independent Director in accordance with Section 5.01(q).


 


Each GWG Party other than
the Borrowers shall take all actions necessary on its part in order to ensure (x) compliance with the covenants of the Borrowers
set forth in this Section 5.01(k) and (y) that the statements, facts and assumptions set forth in the opinion issued
by Carter Ledyard & Milburn LLP, as counsel for the GWG Parties, dated the Second Restatement Effective Date and relating to
substantive consolidation issues, and in the certificates accompanying such opinion, remain true and correct at all times.


 






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(l)True
Sale. Each GWG Party shall take all such actions as are necessary on its part to ensure that the facts and assumptions
set forth in the opinion of Carter Ledyard & Milburn LLP, counsel for the GWG Parties, dated the Second Restatement Effective
Date and relating to true sale issues under the Sale and Servicing Agreement, and in the certificates accompanying such opinion,
remain true and correct at all times.


 


(m)Collections.
Each GWG Party shall (and shall cause each Servicer to), to the extent such GWG Party has the right or obligation to do so pursuant
to the Related Documents and Asset Documents, (i) promptly after acquisition by the applicable Borrower of each Asset, direct
all applicable Qualified Obligors and other obligors in respect of such Asset to make all payments in respect of such collateral
directly to the Collection Account and (ii) direct all Obligors to remit Collections in respect of the Assets directly to
the Collection Account. If any Collections are received by any GWG Party, any Servicer or any of their respective Affiliates, each
GWG Party shall cause such Collections to be remitted directly to the Collection Account as soon as practicable and in any event
within one (1) Business Day of such GWG Party’s, such Servicer’s or such Affiliate’s receipt of same, and,
at all times prior to such remittance, such GWG Party, such Servicer or such Affiliate shall hold such Collections in trust, for
the exclusive benefit of the Agent on behalf of the Secured Parties. Each GWG Party will use commercially reasonable efforts (and
will cause each Servicer and each of its Affiliates to use commercially reasonable efforts) not to permit any check or other funds
to be deposited into the Collection Account other than Collections in respect of the Collateral. To the extent any funds other
than Collections are deposited into the Collection Account, the Master Servicer shall promptly (and in any event within one Business
Day) identify such funds and notify the Agent of the same and direct the Agent to remit such funds to the Person entitled thereto.
The Agent may at any time following the occurrence of an Event of Default request each GWG Party to, and each GWG Party thereupon
promptly shall, direct all Obligors to remit all payments with respect to the Collateral, as applicable, to a new depository account
specified by the Agent (which new account shall, if so directed by the Agent, be established in the Agent’s own name).


 


(n)Fidelity
Insurance. The Seller shall maintain at all times an employee dishonesty policy providing an indemnity for losses caused
by the fraudulent or dishonest acts of the Seller’s officers and employees in an amount no less than $1,000,000 in form and
scope reasonably satisfactory to the Agent. Each such insurance policy shall name the Agent as an additional insured. In the event
any GWG Party receives any payment in respect of any such policy, such GWG Party shall deposit the amount of such payment into
the Collection Account and such payment shall be treated as Collections hereunder. The Seller shall provide to the Agent, not less
than annually, evidence reasonably satisfactory to the Agent demonstrating that each insurance policy required to be maintained
by them hereunder has been so maintained and all premiums required to be paid with respect thereto have been so paid.


 


(o)Collection
Account and Policy Accounts. Each GWG Party will cause the Collection Account to be subject at all times to the Collateral
Account Agreement duly executed by the Borrowers and the Collateral Account Bank. Each GWG Party will cause each Policy Account
to be subject at all times to a Securities Intermediary Agreement duly executed by the applicable Borrower and the applicable Securities
Intermediary.


 


(p)Covenants
under Other Related Documents. Each GWG Party will (and will cause each Servicer to) timely and fully perform, observe
and comply with all of the provisions, covenants and other terms required to be performed or observed by it under each Related
Document to which it is a party in accordance with its terms.


 






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(q)Removal
and Appointment of Independent Director. Each Borrower will notify the Agent in writing of (i) the decision to appoint
a new Person as the “Independent Director” of such Borrower for purposes of this Agreement, such notice (a) to
be issued not less than five (5) days prior to the effective date of such appointment and (b) to contain a written certification
of a Responsible Officer of such Borrower that the designated Person satisfies the criteria set forth in the definition herein
of “Independent Director,” and (ii) the removal of any Independent Director of such Borrower, such notice (a) to
be issued promptly, but in any event, not less than five (5) days prior to the appointment of a replacement Independent Director
and (b) to contain a written certification of a Responsible Officer of such Borrower citing which clause of Section 5.02(n)
permits the removal of such Independent Director.


 


(r)Updated
Life Expectancies. With respect to any Purchased Policy for which (x) Insured has lived beyond his or her Life Expectancy
determined at the time such Policy was first included in the Collateral, or for which (y) the methodology or valuation assumptions
used by any of the related Eligible Medical Underwriters for determining life expectancies has changed since the date such Policy
was first included in the Collateral, the GWG Parties shall, promptly upon request of the Agent in the case of clause (x) and automatically
in the case of clause (y), in either case at the Borrowers’ expense, obtain updated life expectancies for the Insured from
at least two Eligible Medical Underwriters, in the case of clause (x), and from the applicable Eligible Medical Underwriter to
which clause (y) applies, in the case of clause (y).


 


Section
5.02Negative Covenants.


 


Until the Final Payout
Date, each GWG Party agrees on behalf of itself that it will perform and observe the covenants and agreements set forth in this
Section 5.02.


 


(a)Name
Change, Offices, Records and Books of Accounts; Jurisdiction of Organization. No GWG Party will change its name, identity
or corporate structure or relocate its chief executive office or jurisdiction of organization or any office where Records are kept
unless it shall have: (i) given the Agent at least thirty (30) days’ prior notice thereof and (ii) delivered
to the Agent all financing statements, instruments and other documents reasonably requested by the Agent in connection with such
change or relocation. Neither Borrower will change its jurisdiction of organization to a jurisdiction other than the State of Delaware.
No GWG Party will change its jurisdiction of organization to a jurisdiction outside of the United States.


 


(b)Change
in Collection Account and Policy Accounts. No GWG Party will add or terminate the Collection Account or any Policy Account
relating to the Assets from those listed in Schedule III, or make any change in its instructions to Obligors or insurance
companies regarding payments to be made to the Collection Account, unless (i) after giving effect to any such addition, termination
or other change, all Obligors have been instructed to make payments directly to the Collection Account covered by a Collateral
Account Agreement duly executed by the Borrowers and the applicable Collateral Account Bank and (ii) in the case of any addition
of a new bank proposed to be a Collateral Account Bank or Securities Intermediary, the Agent shall have approved in writing the
use of such bank for such purpose.


 


(c)Modifications
to Asset Documents and Operating Policies and Practices. No GWG Party will make any change to the Operating Policies and
Practices which would be reasonably likely to adversely affect the collectability of any Asset in any material respect or increase
the risk profile of any newly created Assets in any material respect. No GWG Party will make any material change to the Operating
Policies and Practices without the prior consent of the Agent. Except as expressly permitted under the Life Settlement Servicing
Agreement, no GWG Party will extend, amend or otherwise modify the terms of any Asset or any Asset Document related thereto or
request or receive any Policy Loans in respect of any Purchased Policy.


 






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(d)Merger.
Neither Borrower shall merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction
or in a series of transactions, and except as otherwise contemplated herein) all or any material part of its assets (whether now
owned or hereafter acquired) to, or acquire all or any material part of the assets of, any Person. No other GWG Party shall merge
or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions)
all or any material part of its assets (whether now owned or hereafter acquired) outside of the ordinary course of business to
any Person, or acquire all or any material part of the assets of any Person, or permit of any its Subsidiaries to do any of the
foregoing, except that any Subsidiary of the Seller may merge or consolidate with or transfer assets to or acquire assets from
any other Subsidiary of the Seller, provided that (x) immediately after giving effect to such proposed transaction,
no Event of Default or Potential Event of Default would exist, (y) in the case of any such merger to which the Seller is a
party, the Seller is the surviving entity and (z) no Asset acquired by any of the GWG Parties or any of their Subsidiaries
in connection with any such transaction shall be considered an Eligible Asset hereunder without the Agent’s prior written
consent.


 


(e)Sales,
Liens, Etc. Neither Borrower shall sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any
option with respect to, or create or suffer to exist any Adverse Claim upon (including, without limitation, the filing of any financing
statement) or with respect to, any Collateral or any other asset of a Borrower or assign any right to receive income in respect
thereof (in each case other than Permitted Liens and sales permitted pursuant to Section 2.14), and each Borrower shall defend
the right, title and interest of the Agent and the Secured Parties in, to and under any of the foregoing property, against all
claims of third parties claiming through or under such Borrower. The Seller shall not sell, assign (by operation of law or otherwise)
or otherwise dispose of, or grant any option with respect to, or create or suffer to exist any Adverse Claim upon (including, without
limitation, the filing of any financing statement) or with respect to, any Asset or assign any right to receive income in respect
thereof (in each case other than Permitted Liens and sales permitted pursuant to Section 2.14).


 


(f)Amendments
to the Related Documents. Neither Borrower shall, without the prior written consent of the Agent, (i) cancel or terminate
any Related Document, (ii) give any consent, waiver, directive or approval under any Related Document, (iii) waive any
default, action, omission or breach under any Related Document, or otherwise grant any indulgence thereunder, or (iv) amend,
supplement or otherwise modify any of the terms of any Related Document.


 


(g)Nature
of Business; Other Agreements. Neither Borrower shall engage in any business or activity of any kind or enter into any
transaction or indenture, mortgage, instrument, agreement, contract, lease or other undertaking other than the transactions contemplated
and authorized by this Agreement and the other Related Documents.


 


(h)Indebtedness.
Neither the Seller nor either Borrower shall create, incur, guarantee, assume or suffer to exist any Indebtedness or other liabilities,
whether direct or contingent, other than (i) as a result of the endorsement of negotiable instruments for deposit or collection
or similar transactions in the ordinary course of business, (ii) the incurrence of obligations under the Related Documents,
(iii) the incurrence of operating expenses in the ordinary course of business (which, in the case of the Borrowers, shall
be of the type otherwise contemplated in Section 5.01(k) of this Agreement) and (iv) solely in the case of the Seller,
Subordinated Indebtedness consented to (or deemed consented to) by the Agent pursuant to Section 5.02(o) of this Agreement, and
reflected on the Seller’s balance sheet most recently delivered to the Agent.


 






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(i)Amendments
to Organizational Documents. Neither Borrower shall amend, waive or otherwise modify its certificate of formation or limited
liability company agreement in any material respect, and no GWG Party shall take any such action to effect or authorize any such
amendment, waiver or modification, in any such case without the prior written consent of the Agent, provided that (x) each
Borrower will provide not less than five (5) Business Days’ prior written notice to the Agent of any such amendment,
waiver or modification and (y) no such amendment, waiver or modification that requires the consent of the “Independent
Director” of such Borrower (as such term is defined in the limited liability company agreement of such Borrower as in effect
on the date hereof) shall be made without the prior written consent of the Agent.


  


(j)Distributions
and Investments. No GWG Party will make any loans or advances to or other investments in any other Person, or declare or
pay any dividends or other distributions to its members, except that the Borrowers may make distributions to their respective members,
and subject to Section 5.01(k), the Seller and the Performance Guarantor may make loans or advances to other investments in any
other Person and distributions to its members, in each case, if both before and after such transaction, no Event of Default, Potential
Event of Default, Termination Event or Liquidity Trigger Event is continuing or would result therefrom.


 


(k)ERISA.
No GWG Party will (1) engage or permit any ERISA Affiliate to engage in any prohibited transaction for which an exemption
is not available or has not previously been obtained from the U.S. Department of Labor; (2) permit to exist any accumulated
funding deficiency, as defined in Section 302(a) of ERISA and Section 412(a) of the Code, or funding deficiency with
respect to any Benefit Plan other than a Multiemployer Plan; (3) fail to make any payments to any Multiemployer Plan that
the any ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto;
(4) terminate any Benefit Plan so as to result in any liability in excess of $50,000; or (5) permit to exist any occurrence
of any reportable event described in Title IV of ERISA which represents a material risk of a liability in excess of $50,000
of any ERISA Affiliate under ERISA or the Code.


 


(l)Subsidiaries.
Neither Borrower shall establish, create or permit to exist any subsidiary (other than the Titling Trust).


 


(m)Transaction
Information. No GWG Party shall, nor shall it permit any Affiliate of a GWG Party or any third party with which a GWG Party
or any Affiliate thereof has contracted to, deliver, in writing or orally, to any nationally recognized statistical rating organization
providing or proposing to provide a rating to, or monitoring a rating of, the Conduit Lender’s commercial paper, any Transaction
Information without providing such Transaction Information to the Agent prior to delivery to such nationally recognized statistical
rating organization or participate in any oral communications with respect to Transaction Information with such nationally recognized
statistical rating organizations without the participation of a 17g-5 Representative of the Agent.


 


(n)Removal
of Independent Director. No GWG Party shall, nor shall it permit any of its Affiliates to, remove or permit the removal
of any Independent Director of either Borrower, except (1) for Cause, (2) in the event the Independent Director ceases
to be employed by the service provider which is his or her employer on the date such Independent Director was first engaged by
such Borrower, or (3) with the written consent of the Agent.


 






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(o)Subordinated
Indebtedness. The GWG Parties will not, without the prior written consent of the Agent and the Lenders (i) make any
payments in respect of outstanding Subordinated Indebtedness or cause the issuance of any additional Subordinated Indebtedness,
if at the time of such proposed payment or issuance an Event of Default, Potential Event of Default or Termination Event exists
or would result therefrom, (ii) issue any Subordinated Indebtedness, unless and until the Agent and the Lenders have had a
reasonable opportunity to review the related Subordinated Indebtedness Issuance Agreement and related Subordinated Indebtedness
Prospectus (the filing of such documents with the SEC shall be deemed notice to the Agent and Lenders and an opportunity to review)
and have consented to such issuance, such consent not to be unreasonably withheld (Agent and Lenders shall be deemed to have consented
to such issuance if they have not provided a written objection to the Seller within five (5) Business Days after the filing of
such documents), (iii) issue or permit the transfer of any Subordinated Indebtedness except in accordance with the terms and
conditions of the applicable Subordinated Indebtedness Issuance Agreement and in a manner consistent with the disclosures made
in the applicable Subordinated Indebtedness Prospectus including, without limitation, in each case the transfer restrictions therein
or (iv) permit any Subordinated Indebtedness Issuance Agreement, Subordinated Indebtedness Prospectus or Subordinated Indebtedness
to be amended, supplemented or otherwise modified except for amendments, supplements and other modifications that (I) are
necessary to comply with changes in applicable securities laws for which the Agent is given prior or concurrent written notice
or (II) do not have a Material Adverse Effect.


 


Section
5.03Financial Covenants. Until the Final Payout Date:


 


(a)The
Performance Guarantor covenants and agrees that it shall maintain, as at the end of each fiscal year (commencing with fiscal year
2012), a positive Consolidated Net Income for the four fiscal quarter period then ending.


 


(b)The
Performance Guarantor covenants and agrees that it shall cause, at all times, its Tangible Net Worth to be not less than $45,000,000.


 


(c)The
Performance Guarantor covenants and agrees that it shall maintain, at all times, an aggregate balance of cash and Eligible Investments
of not less than $15,000,000.


 


Article
VI



EVENTS OF DEFAULT; TERMINATION EVENTS


 


Section
6.01Events of Default. If any of the following events (each an “Event of Default”) shall
occur:


 


(a)any
GWG Party shall fail to make any payment or deposit as and when required under this Agreement or any other Related Document and
such failure shall remain unremedied for two (2) Business Days; or the Obligations shall not be paid in full on or prior to
the Program Maturity Date; or


 


(b)a
Borrowing Base Deficiency or an Eligible Death Benefit Deficiency shall occur and, in either case, shall remain unremedied for
five (5) consecutive Business Days; or


 


(c)any
representation, warranty, certification or statement made by any GWG Party pursuant to or in connection with this Agreement or
any other Related Document shall prove to have been incorrect in any material respect when made or deemed made; or


 


(d)the
Annualized Default Rate shall at any time exceed 10%; or


 


(e)any
GWG Party shall fail to perform or observe any term, covenant or agreement set forth in Section 5.03; or


 


(f)any
GWG Party shall fail to perform or observe any term, covenant or agreement hereunder or under any other Related Document (other
than as referred to above in this Section) and, if capable of being cured, such failure shall remain unremedied for fifteen (15) days
after the earlier to occur of (x) the date on which a Responsible Officer of such GWG Party knows of such failure and (y) the
date on which the Agent or any Secured Party notifies such GWG Party of such failure; or


 






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(g)an
Insolvency Event shall occur with respect to any GWG Party or any Subsidiary thereof; or


 


(h)the
Agent, for the benefit of the Secured Parties, shall, for any reason, fail to have a valid and perfected first priority security
interest in all of the Assets and the other Collateral; or any Adverse Claims shall exist with respect to the Collateral other
than Permitted Liens; or the Borrowers (or the Titling Trusts on their behalf) shall, for any reason, fail to have a valid and
perfected first priority ownership interest in each Asset and the Other Conveyed Property and Collections with respect thereto,
free and clear of all Adverse Claims other than Permitted Liens; or


 


(i)(A)
any GWG Party or Subsidiary thereof other than GWG DLP Funding, LLC shall fail to pay any Indebtedness in excess of $100,000 when
due; or (B) any GWG Party or Subsidiary thereof other than GWG DLP Funding, LLC shall default in the performance of any term,
provision or condition contained in any agreement under which any such Indebtedness was created or is governed, the effect of which
is to cause, or to permit the holder or holders of such Indebtedness to cause, such Indebtedness to become due prior to its stated
maturity; or


 


(j)a
Master Servicer Default shall occur; or


 


(k)there
shall have been any material adverse change in the financial condition or operations of any GWG Party since the Closing Date, which
in the judgment of the Agent, has or could reasonably be expected to have a Material Adverse Effect; or


 


(l)a
Change of Control shall occur; or


 


(m)the
annual audited consolidated financial statements for any GWG Party are qualified in any material manner; or


 


(n)any
Key Employee shall cease to be actively employed by the Seller or shall cease to have primary responsibility for managing the operations
of the Seller and shall not have been replaced by successors satisfactory to the Agent within sixty (60) days; or


 


(o)any
Hedge Counterparty fails or ceases to be an Eligible Hedge Counterparty and such Hedge Counterparty is not replaced by an Eligible
Hedge Counterparty under all Hedge Transactions to which it is a party within thirty (30) days following the date on which
such Hedge Counterparty ceased to be an Eligible Hedge Counterparty, such replacement to be made pursuant to documentation in form
and substance reasonably satisfactory to the Agent; or


 


(p)a
Borrowers fail to maintain in full force and effect all Hedge Transactions required to be maintained by it pursuant to Section 2.06
or any “Event of Default” or “Termination Event” shall occur under any such Hedge Transaction with a Borrower
as the “Defaulting Party” or “Affected Party”; or


 






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(q)the
Master Servicer, the Life Settlement Servicer, the Backup Servicer, the Titling Trust Trustee or the Custodian shall have delivered
a notice of resignation under the Sale and Servicing Agreement, the Life Settlement Servicing Agreement, the Backup Servicing Agreement,
either Titling Trust Agreement or the Custodian Agreement, as applicable, and shall not have been replaced with a successor Master
Servicer, Life Settlement Servicer, Backup Servicer, Titling Trust Trustee, Securities Intermediary or Custodian, as applicable,
satisfactory to the Agent in its sole discretion within thirty (30) days of the date such notice is so delivered, or the Sale
and Servicing Agreement, the Life Settlement Servicing Agreement, the Backup Servicing Agreement, either Titling Trust Agreement,
Securities Intermediary Agreements or the Custodian Agreement (or the provisions of any of the foregoing relating to the duties
of the Master Servicer, the Life Settlement Servicer, the Backup Servicer, the Titling Trust Trustee, Securities Intermediary or
the Custodian, as applicable) shall otherwise cease to be in full force and effect; or


 


(r)any
Person shall be appointed as an Independent Director of either Borrower without prior notice and certification thereof having been
given to the Agent in accordance with Section 5.01(q) or without satisfying all of the criteria set forth in the definition
herein of “Independent Director”; or


 


(s)a
Governmental Authority shall direct that the activities of any GWG Party, the Backup Servicer or any Servicer relating to the origination,
purchase and/or servicing of Policies or Annuities be terminated; or any other law, rule or regulation or other action by any Governmental
Authority shall occur or be in effect that shall make it unlawful for the any GWG Party, the Backup Servicer or any Servicer to
originate, purchase and/or service Policies; or


 


(t)the
Performance Guaranty shall cease to be in full force and effect or the Performance Guarantor shall so assert; or


 


(u)the
occurrence of a Liquidity Trigger Event, which is not cured within fifteen (15) days after such occurrence, provided that if a
Liquidity Trigger Event has occurred twice during the twelve (12) months prior to such occurrence, then no such cure period
shall apply and such occurrence shall immediately be an Event of Default; or


 


(v)any
GWG Party receives a Wells Notice from the SEC or FINRA, or any litigation or administrative proceeding is brought, or any enforcement
action is taken, against any GWG Party by the SEC or FINRA, which in either case alleges charges or claims that, in the sole judgment
of the Agent, are not negligible; or


 


(w)as
of any Determination Date, (x) the average of the Monthly Delinquency Percentages for the related Monthly Period and the two immediately
preceding Monthly Periods shall be greater than 0.50% or (y) the average of the Monthly Default Percentages for the related Monthly
Period and the two immediately preceding Monthly Periods shall be greater than 0.25%; or


 


(x)the
Borrowing Base Surplus at any time shall be less than the Required Borrowing Base Surplus Amount and such condition shall remain
unremedied for five (5) consecutive Business Days;


 


then, and in any such event, the Agent
may by notice to the Borrowers, declare the Program Maturity Date to have occurred, whereupon all of the Obligations shall become
immediately due and payable, except that, in the case of any Insolvency Event relating to any GWG Party, the Program Maturity Date
shall be deemed to have occurred automatically upon the occurrence of such event and all of the Obligations shall automatically
become and be immediately due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby
expressly waived by each Borrower. Upon any such declaration or automatic occurrence, the Secured Parties shall have, in addition
to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided to a secured party under
the UCC of the applicable jurisdiction and other applicable laws, which rights shall be cumulative. The rights and remedies of
a secured party which may be exercised by any Lender or the Agent pursuant to this Article VI shall include, without limitation,
the right, without notice except as specified below, to solicit and accept bids for and sell the Collateral or any part thereof,
in one or more parcels at a public or private sale, at any exchange, broker’s board or at any of the Lenders’ or the
Agent’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Lenders or the
Agent may deem commercially reasonable. Each Borrower agrees that, to the extent notice of sale shall be required by law, ten (10) days’
notice to such Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute
reasonable notification and that it shall be commercially reasonable for the Lenders or the Agent to sell the Collateral on an
“as is” basis, without representation or warranty of any kind. Neither the Lenders nor the Agent shall be obligated
to make any sale of Collateral regardless of notice of sale having been given and may adjourn any public or private sale from time
to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and
place to which it was so adjourned.


 






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At any time following
the occurrence of an Event of Default:


 


(i)At
the Agent’s request and at the Borrowers’ expense, each GWG Party shall notify each Obligor and each Insured of the
Agent’s security interest in the Assets under this Agreement and direct that payments be made directly to the Agent or its
designee;


 


(ii)At
the Agent’s request and at the Borrowers’ expense, each GWG Party shall (A) assemble all of the documents, instruments
and other Records (including, without limitation, computer tapes and disks) that evidence or relate to the Collateral or that are
otherwise necessary to collect the Collateral and which are in its possession, and shall make the same available to the Agent at
a place selected by the Agent or its designee, and (B) segregate all cash, checks and other instruments received by it from
time to time constituting Collections of Collateral in a manner acceptable to the Agent and, promptly upon receipt, remit all such
cash, checks and instruments, duly indorsed or with duly executed instruments of transfer, to the Agent or its designee.


 


Each GWG Party hereby
authorizes the Agent, and hereby irrevocably appoints the Agent as its attorney-in-fact coupled with an interest, with full power
of substitution and with full authority in place of such GWG Party, following the occurrence and during the continuation of an
Event of Default, to take any and all steps in such GWG Party’s name and on behalf of such GWG Party that are necessary or
desirable, in the determination of the Agent, to collect amounts due under the Collateral including, without limitation, (i) endorsing
such GWG Party’s name on checks and other instruments representing Collections of Collateral, (ii) enforcing the Assets,
the Other Conveyed Property and the Related Documents, including to ask, demand, collect, sue for, recover, compromise, receive
and give acquittance and receipts for moneys due and to become due under or in connection therewith and to file any claims or take
any action or institute any proceedings that the Agent (or such designee) may deem to be necessary or desirable for the collection
thereof or to enforce compliance with the terms and conditions of, or to perform any obligations or enforce any rights of the Borrowers
in respect of, the Assets and the Other Conveyed Property and the Related Documents.


 


Section
6.02Termination Events. If any of the following events (each a “Termination Event”) shall
occur:


 


(a)a
Governmental Authority shall direct that the activities of the Agent or the Lenders, or any Affiliate of any Lender or the Agent,
contemplated hereby be terminated (whether or not such direction has the force of law) or any other law, rule or regulation or
other action by any Governmental Authority shall occur or be in effect that shall make it unlawful for any GWG Party, the Borrowers,
the Lenders or the Agent to enter into or perform or exercise any of their respective rights or obligations under this Agreement
or any other Related Document;


 






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(b)any
Event of Default; or


 


(c)as
of any Monthly Settlement Date, either (x) the Hedged Policies Excess Spread is less than 1.50% or (y) the Unhedged Policies Excess
Spread is less than 2.0%;


 


then, and in any such event, the Agent
may by notice to the Borrowers, declare the Termination Date to have occurred, whereupon the Lenders shall have no further obligation
to make any Advances hereunder.


 


Article
VII



THE AGENT


 


Section
7.01Authorization and Action. By accepting the benefits of this Agreement, each Secured Party hereby designates
and appoints DZ Bank to act as its agent hereunder and under each other Related Document, and authorizes the Agent to take such
actions as agent on its behalf and to exercise such powers as are delegated to the Agent by the terms of this Agreement and the
other Related Documents together with such powers as are reasonably incidental thereto. The Agent shall not have any duties or
responsibilities, except those expressly set forth herein or in any other Related Document, or any fiduciary relationship with
any Secured Party, and no implied covenants, functions, responsibilities, duties, obligations or liabilities on the part of the
Agent shall be read into this Agreement or any other Related Document or otherwise exist for the Agent. In performing its functions
and duties hereunder and under the other Related Documents, the Agent shall act solely as agent for the Secured Parties and does
not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for any GWG Party. The
Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to this Agreement,
any other Related Document or applicable law. The appointment and authority of the Agent hereunder shall terminate on the Final
Payout Date. Each Secured Party hereby authorizes the Agent to execute each of the Uniform Commercial Code financing statements,
together with such other instruments or documents determined by the Agent to be necessary or desirable in order to perfect, evidence
or more fully protect the interest of the Secured Parties contemplated hereunder, on behalf of such Secured Party (the terms of
which shall be binding on such Secured Party). The Borrowers may in any event act in accordance with the instructions of the Agent
without further inquiry into the authority of the Agent to give such instructions.


 


Without limiting
the generality of the foregoing, the Agent is authorized (but not required) to act on behalf of the Secured Parties in connection
with providing such instructions, approvals, waivers or consents as may from time to time be required hereunder or under the other
Related Documents to permit or authorize or direct each Borrower to take or refrain from taking any action under the Related Documents;
provided that the Agent may at any time, in its sole discretion, elect to refrain from providing any such instructions,
approvals, waivers or consents until such time as it shall have received the consent thereto of the Majority Lenders.


 


Section
7.02Delegation of Duties. The Agent may execute any of its duties under this Agreement and each other Related
Document by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining
to such duties. The Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected
by it with reasonable care.


 






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Section
7.03Exculpatory Provisions. Neither the Agent nor any of its directors, officers, agents or employees shall
be (i) liable for any action lawfully taken or omitted to be taken by it or them under or in connection with this Agreement
or any other Related Document (except for its, their or such Person’s own gross negligence or willful misconduct), or (ii) responsible
in any manner to any of the Secured Parties for any recitals, statements, representations or warranties made by any GWG Party contained
in this Agreement, any other Related Document or any certificate, report, statement or other document referred to or provided for
in, or received under or in connection with, this Agreement, or any other Related Document or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement, or any other Related Document or any other document furnished in
connection herewith or therewith, or for any failure of any GWG Party to perform its obligations hereunder or thereunder, or for
the satisfaction of any condition specified in Article III, or for the perfection, priority, condition, value or sufficiency
or any Collateral pledged in connection herewith. The Agent shall not be under any obligation to any Secured Party to ascertain
or to inquire as to the observance or performance of any of the agreements or covenants contained in, or conditions of, this Agreement
or any other Related Document, or to inspect the properties, books or records of any GWG Party. The Agent shall not be deemed to
have knowledge of any Event of Default, Master Servicer Default, Termination Event, or Liquidity Trigger Event or any event which,
with the giving of notice or the passage of time, or both, would constitute an Event of Default, Master Servicer Default, Termination
Event or Liquidity Trigger Event, unless the Agent has received notice from a Borrower, the Master Servicer or a Secured Party.


 


Section
7.04Reliance by Agent. The Agent shall in all cases be entitled to rely, and shall be fully protected in
relying, upon any 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 any GWG Party),
independent accountants and other experts selected by the Agent. The Agent shall in all cases be fully justified in failing or
refusing to take any action under this Agreement or any other Related Document unless it shall first receive such advice or concurrence
of the Majority Lenders as it deems appropriate and it shall first be indemnified to its satisfaction by the Secured Parties, provided
that unless and until the Agent shall have received such advice, the Agent may take or refrain from taking any action, as the Agent
shall deem advisable and in the best interests of the Secured Parties. The Agent shall in all cases be fully protected in acting,
or in refraining from acting, in accordance with a request of the Majority Lenders, and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Secured Parties.


 


Section
7.05Non-Reliance on Agent and Other Secured Parties. Each Secured Party expressly acknowledges that neither
the 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 Agent hereafter taken, including, without limitation, any review of the affairs of the
GWG Parties, shall be deemed to constitute any representation or warranty by the Agent. Each Secured Party represents and warrants
to the Agent that it has and will, independently and without reliance upon the Agent or any other Secured Party and based on such
documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations,
property, prospects, financial and other conditions and creditworthiness of the GWG Parties and made its own decision to enter
into this Agreement, the other Related Documents and all other documents related hereto or thereto.


 


Section
7.06Agent in Its Individual Capacity. The Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with either Borrower or any Affiliate thereof as though the Agent were not the Agent
hereunder. With respect to the Obligations owing to the Agent hereunder, the Agent shall have the same rights and powers under
this Agreement as any other Secured Party and may exercise the same as though it were not the Agent, and the term “Secured
Party” shall include the Agent in its individual capacity.


 






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Section
7.07Successor Agent. The Agent may, upon five (5) days’ notice to the Borrowers and the Secured
Parties, resign as Agent. If the Agent shall resign, then the Lenders during such five-day period shall appoint from among the
Secured Parties a successor agent. If for any reason no successor Agent is appointed by the Lenders during such five-day period,
then effective upon the termination of such five day period, the Committed Lender shall perform all of the duties of the Agent
hereunder. After the effectiveness of any retiring Agent’s resignation hereunder as Agent, the retiring Agent shall be discharged
from its duties and obligations hereunder and under the other Related Documents and the provisions of this Article VII and
Article VIII shall continue in effect for its benefit with respect to any actions taken or omitted to be taken by it while
it was Agent under this Agreement and under the other Related Documents.


 


Article
VIII



INDEMNIFICATION


 


Section
8.01Indemnities by the Borrowers.


 


Without limiting
any other rights which any Indemnified Party (as defined below) may have hereunder or under applicable law, the Borrowers hereby
agree, jointly and severally, to indemnify the Agent, the Lenders, each Affected Party and each other Secured Party and their respective
officers, directors, agents and employees (each an “Indemnified Party”) from and against any and all damages,
losses, claims, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees and
disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against
or reasonably incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly,
by any Secured Party of an interest in the Assets, excluding, however, Indemnified Amounts to the extent a final non-appealable
judgment of a court of competent jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct
on the part of such Indemnified Party. Without limiting the generality of the foregoing indemnification, the Borrowers shall indemnify
the Indemnified Parties for Indemnified Amounts (including, without limitation, losses in respect of uncollectible Assets, regardless
of whether reimbursement therefor would constitute recourse to the Borrowers, but excluding Indemnified Amounts to the extent final
non-appealable judgment of a court of competent jurisdiction holds such Indemnified Amounts resulted from gross negligence or willful
misconduct on the part of such Indemnified Party) relating to or resulting from:


 


(a)any
representation or warranty made by any GWG Party, any Servicer, any Life Settlement Provider or any Originator or any officer or
employee of the foregoing under or in connection with this Agreement any Master Servicer’s Certificate, or any Borrowing
Base Certificate or any other Related Document or any other information or report delivered by any such party pursuant to any Related
Document, which shall have been false or incorrect when made or deemed made;


 


(b)the
failure by any GWG Party, any Servicer, any Life Settlement Provider or any Originator to comply with any applicable law, rule
or regulation with respect to any Asset, Other Conveyed Property or Asset Documents related thereto, or the nonconformity of any
Asset, Other Conveyed Property or Asset Documents related thereto with any such applicable law, rule or regulation;


 


(c)any
failure of any GWG Party, any Servicer, any Life Settlement Provider or any Originator to perform its duties or obligations in
accordance with the provisions of this Agreement, any other Related Document, any Asset Documents, or any other contract or agreement
related to a Asset or Other Conveyed Property with respect thereto;


 


(d)any
damage suit or other claim arising out of or in connection with any transaction which is the subject of any Asset Document, any
Asset or Other Conveyed Property with respect thereto;


 






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(e)any
dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of any Obligor, any Insured, or any Life
Settlement Provider to the payment of any Asset (including, without limitation, a defense based on such Asset or any related Asset
Document not being a legal, valid and binding obligation of the related Obligor, Insured, or Life Settlement Provider, as applicable,
enforceable against it in accordance with its terms), or any other claim relating to an Asset or any Asset Document with respect
thereto,


 


(f)the
commingling of Collections at any time with other funds;


 


(g)any
investigation, litigation or proceeding related to or arising from this Agreement or any other Related Document, the transactions
contemplated hereby or thereby, the use of the proceeds of Advances, the holding of the security interest created hereunder or
any other investigation, litigation or proceeding relating to any GWG Party, any Servicer, any Life Settlement Provider or any
Originator, the Assets or Other Conveyed Property in which any Indemnified Party becomes involved as a result of any of the transactions
contemplated hereby or thereby;


 


(h)any
failure to vest and maintain vested in the Agent, for the benefit of the Secured Parties, a first priority perfected security interest
in the Collateral as described in this Agreement or the existence of any Adverse Claim upon or with respect to the Collateral;
or


 


(i)any
failure to vest and maintain vested in the applicable Borrower legal and equitable title to, and ownership of, the Assets, the
Other Conveyed Property and the Collections, free and clear of any Adverse Claim (other than Adverse Claims created pursuant to
this Agreement); or any failure of either Borrower to give reasonably equivalent value to the Seller under the Sale and Servicing
Agreement in consideration of the transfer by the Seller of any Asset or any Other Conveyed Property with respect thereto; or any
failure of the Seller to give reasonably equivalent value to any Life Settlement Provider, as applicable, in consideration of the
transfer by such Life Settlement Provider, as applicable, of any Asset or any Other Conveyed Property with respect thereto; or
any attempt by any Person to void any such transfer under statutory provisions or common law or equitable action, including, without
limitation, any provision of the Bankruptcy Code.


 


Notwithstanding
anything to the contrary in this Agreement, solely for purposes of the indemnification obligations set forth in this Section 8.01,
any representations, warranties and covenants made by any GWG Party or any Servicer in this Agreement or the other Related Documents
which are qualified by or limited to events or circumstances which have, or are reasonably likely to have, given rise to a Material
Adverse Effect or are qualified or limited by other concepts of materiality, shall not be deemed to be so qualified or limited.


 


Section
8.02Indemnities by the Seller and the Performance Guarantor.


 


Without limiting
any other rights which the Agent or the Lenders may have hereunder or under applicable law, the Seller and the Performance Guarantor
hereby jointly and severally agree to indemnify each Indemnified Party and the Borrowers from and against any and all Indemnified
Amounts awarded against or incurred by any of them arising out of or as a result of:


 


(a)any
representation or warranty made by any GWG Party, any Servicer, any Life Settlement Provider or any Originator or any officer or
employee of the foregoing under or in connection with this Agreement, any Master Servicer’s Certificate, any Borrowing Base
Certificate or any other Related Document or Asset Document or any other information or report delivered by GWG Party, any Servicer,
any Life Settlement Provider or any Originator or any officer or employee of the foregoing pursuant to any Related Document or
Asset Document, which shall have been false or incorrect when made or deemed made;


 






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(b)the
failure by any GWG Party, any Servicer, any Life Settlement Provider or any Originator to comply with any applicable law, rule
or regulation with respect to any Asset, Other Conveyed Property or Asset Documents related thereto, or the nonconformity of any
Asset, Other Conveyed Property or Asset Documents related thereto with any such applicable law, rule or regulation;


 


(c)any
failure of any GWG Party, any Servicer, any Life Settlement Provider or any Originator to perform its duties or obligations in
accordance with the provisions of this Agreement, any other Related Document, any Asset Documents, or any other contract or agreement
related to a Asset or the Other Conveyed Property with respect thereto;


 


(d)any
damage suit or other claim arising out of or in connection with any transaction which is the subject of any Asset Document, any
Asset, or any Other Conveyed Property with respect thereto, in each case to the extent such suit or claim relates to or arose out
of (A) events or circumstances that occurred or existed prior to the applicable Purchase Date or (B) any actual or alleged
act or omission on the part of any GWG Party, any Servicer, any Life Settlement Provider or any Originator;


 


(e)any
dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of any Obligor, any Insured, or any Life
Settlement Provider to the payment of any Asset, (including, without limitation, a defense based on such Asset, or the related
Asset Documents not being a legal, valid and binding obligation of such Obligor, Insured, Initial Lender or Life Settlement Provider,
as applicable, enforceable against it in accordance with its terms), or any other claim relating to a Asset, in each case to the
extent such dispute, claim, offset or defense relates to or arose out of (A) events or circumstances that occurred or existed
prior to the applicable Purchase Date or (B) any actual or alleged act or omission on the part of any GWG Party, any Servicer,
any Life Settlement Provider or any Originator;


 


(f)the
commingling of Collections at any time with other funds;


 


(g)any
investigation, litigation or proceeding related to or arising from (A) this Agreement, any other Related Document, any Asset
Document, the transactions contemplated hereby or thereby, the use of the proceeds of Advances or the holding of the security interest
created hereunder, (B) any GWG Party, any Servicer, any Life Settlement Provider or any Originator or any of their respective
Affiliates, or (C) the Assets or Other Conveyed Property, in each case to the extent such investigation, litigation or proceeding
relates to or arose out of (A) events or circumstances that occurred or existed prior to the applicable Purchase Date or (B) any
actual or alleged act or omission on the part of any GWG Party, any Servicer, any Life Settlement Provider or any Originator; or


 


(h)any
failure to vest and maintain vested in the Agent, for the benefit of the Secured Parties, a first priority perfected security interest
in the Collateral as described in this Agreement or the existence of any Adverse Claim upon or with respect to the Collateral.


 


Notwithstanding
anything to the contrary in this Agreement, solely for purposes of the indemnification obligations set forth in this Section 8.02,
any representations, warranties and covenants made by a GWG Party or a Servicer in this Agreement or any other Related Document
which are qualified by or limited to events or circumstances which have, or are reasonably likely to have, given rise to a Material
Adverse Effect or are qualified or limited by other concepts of materiality, shall not be deemed to be so qualified or limited.


 






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Section
8.03Other Costs and Expenses.


 


The Borrowers shall
pay to the Agent and the Lenders on demand all reasonable costs and out-of-pocket expenses in connection with the preparation,
execution, delivery and administration of this Agreement and the other Related Documents, the transactions contemplated hereby
and the other documents to be delivered hereunder, including without limitation, the reasonable cost of the Lender’s auditors
auditing the books, records and procedures of the Backup Servicer, the Servicers and the GWG Parties, reasonable and documented
fees and out-of-pocket expenses of legal counsel for the Lenders and the Agent (which counsel may be employees of any Lender or
the Agent) with respect thereto and with respect to advising the Lenders and the Agent as to their respective rights and remedies
under this Agreement, all rating agency fees incurred by or on behalf of the Lenders and any fees and expenses incurred in connection
with any background check or Assets confirmation referred to in Section 5.01(d). The Borrowers shall pay to the Agent on demand
all costs and expenses of the Agent and the Lenders, if any, including reasonable counsel fees and expenses in connection with
the enforcement of this Agreement and the other documents delivered hereunder and in connection with any restructuring or workout
of this Agreement or such documents, or the administration of this Agreement following a Termination Event.


 


Article
IX



MISCELLANEOUS


 


Section
9.01Amendments and Waivers. No amendment or modification of any provision of this Agreement shall be effective
without the written agreement of the Borrowers, the Seller, the Agent and the Majority Lenders (and, if required pursuant to the
terms of the applicable Securities Intermediary Agreement, the Securities Intermediary), and no termination or waiver of any provision
of this Agreement or consent to any departure therefrom by the Borrowers, the Performance Guarantor, the Master Servicer or the
Seller shall be effective without the written concurrence of the Agent and the Majority Lenders. Any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which given.


 


Section
9.02Notices, Etc. All notices and other communications provided for hereunder shall, unless otherwise stated
herein, be in writing (including communication by facsimile copy) and mailed, transmitted or delivered, as to each party hereto,
at its address set forth as follows: (i) if to the Borrowers: GWG DLP Funding II, LLC or GWG DLP Funding III, LLC, 220 South
Sixth St., Suite 1200, Minneapolis, MN 55402, Attention: Steve Sabes, Facsimile: 612-746-0445, Telephone: 612-746-1933, or at such
other address as shall be designated by such party in a written notice to the other parties hereto; (ii) if to the Performance
Guarantor, the Seller or the Master Servicer: 220 South Sixth St., Suite 1200 , Minneapolis, MN 55402, Attention: Steve Sabes,
Facsimile: 612-746-0445, Telephone: 612-746-1933, or at such other address as shall be designated by such party in a written notice
to the other parties hereto; (iii) if to the Agent or the Committed Lender: DZ Bank AG Deutsche Zentral-Genossenschaftsbank,
New York Branch, 609 5th Avenue, New York, New York 10017-1021, Attention: Structured Finance-Asset Securitization,
Facsimile: (212) 745-1651, Confirmation No.: (212) 745-1678, or specified in the Agent’s Assignment and Acceptance
or at such other address as shall be designated by such party in a written notice to the other parties hereto; and (iv) if
to the Conduit Lender: Autobahn Funding Company LLC, c/o DZ BANK AG Deutsche Zentral-Genossenschaftsbank, New York Branch,
609 5th Avenue, New York, New York 10017-1021, Attention: Structured Finance-Asset Securitization, Facsimile: (212) 745-1651,
Confirmation No.: (212) 745-1678, or specified in the Lender’s Assignment and Acceptance or at such other address as
shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be
effective, upon receipt, or in the case of (x) notice by mail, five (5) days after being deposited in the United States
mails, first-class postage prepaid, (y) notice by facsimile copy, when verbal communication of receipt is obtained or (z) in
the case of personal delivery or overnight mail, when delivered, except that notices and communications pursuant to Article II
shall not be effective until received.


 






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Section
9.03No Waiver; Remedies. No failure on the part of the Agent or the Lenders to exercise, and no delay in
exercising, any right hereunder 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.


 


Section
9.04Binding Effect; Assignability. This Agreement shall be binding upon and inure to the benefit of
the Borrowers, the Seller, the Master Servicer, the Performance Guarantor, the Agent, the Lenders and their respective successors
and permitted assigns. This Agreement and each Lender’s rights and obligations hereunder and interest herein shall be assignable
in whole or in part (including, without limitation, by way of the sale of participation interests therein) by each Lender and its
successors and assigns; provided, however, that (i) to the extent any assignee of a Lender will be funding Advances
through the issuance of commercial paper such that the Advances will accrue interest at the CP Rate, the commercial paper issued
by such assignee shall have a rating from a nationally recognized rating agency at least equal to the rating of the commercial
paper of such Lender at the time of the applicable assignment and (ii) DZ Bank or any of its Affiliates shall remain the Agent
hereunder after any such assignment, unless prohibited by applicable law. Without limiting the foregoing, the Conduit Lender (if
the Conduit Lender is Autobahn) may, in its sole discretion and at any time, assign its rights, obligations (if any) and interests
under this Agreement to the Committed Lender and, at or after such time, the Conduit Lender may, in its sole discretion, cease
to be a Conduit Lender and a Lender under this Agreement upon providing notice of such cessation to the Borrowers. No GWG Party
may assign any of its rights or obligations hereunder or any interest herein without the prior written consent of each of the Lenders
and the Agent. The parties to each assignment or participation made by any Lender pursuant to this Section 9.04 shall execute
and deliver to the Agent for its acceptance and recording in its books and records, an Assignment and Acceptance or a participation
agreement or other transfer instrument reasonably satisfactory in form and substance to the Agent. Each such assignment or participation
shall be effective as of the date specified in the applicable Assignment and Acceptance or other agreement or instrument only after
the execution, delivery, acceptance and recording as described in the preceding sentence. The Agent shall notify the Borrowers
of any assignment or participation thereof made pursuant to this Section 9.04. Subject to Section 9.11, each Lender may,
in connection with any assignment or participation or any proposed assignment or participation pursuant to this Section 9.04,
disclose to the assignee or participant or proposed assignee or participant any information relating to the GWG Parties and the
Collateral furnished to such Lender by or on behalf of the GWG Parties, the Master Servicer or any other Person; provided,
however, that such Lender shall not disclose any such information until it has obtained an agreement from such assignee
or participant or proposed assignee or participant that it shall treat as confidential (under terms mutually satisfactory to the
Agent and such assignee or participant or proposed assignee or participant) any information obtained which is not already publicly
known or available.


 


Section
9.05Term of This Agreement. This Agreement, including, without limitation, each GWG Party’s obligation
to observe its covenants set forth in Article V, shall remain in full force and effect until the Final Payout Date; provided,
however, that the rights and remedies with respect to any breach of any representation and warranty made or deemed made by
any GWG Party pursuant to Articles III and IV and the indemnification and payment provisions of Article VIII and Article IX
and the provisions of Sections 9.09, 9.10, 9.11, 9.13, 9.14, 9.16 and 9.17 shall be continuing and shall survive any termination
of this Agreement.


 






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Section
9.06Governing Law; Jury Waiver.


 


(a)THIS
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES).


 


(b)EACH
OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREUNDER.


 


Section
9.07Consent to Jurisdiction. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
OF THE UNITED STATES DISTRICT COURT LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY OR, TO THE EXTENT SUCH COURT LACKS JURISDICTION,
THE COURTS OF THE STATE OF NEW YORK, AND EACH WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH
SERVICE OF PROCESS BE MADE BY REGISTERED MAIL, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS AFTER THE
SAME SHALL HAVE BEEN DEPOSITED IN THE U.S. MAILS, POSTAGE PREPAID. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY WAIVES ANY
OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND CONSENTS TO THE
GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING IN THIS SECTION 9.07 SHALL AFFECT THE
RIGHT OF ANY PARTY TO THIS AGREEMENT TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT ANY PARTY’S RIGHT
TO BRING ANY ACTION OR PROCEEDING IN THE COURTS OF ANY OTHER JURISDICTION.


 


Section
9.08Further Assurances. If any GWG Party fails to perform any of its obligations hereunder, the Agent or
any of the Lenders may (but shall not be required to) perform, or cause performance of, such obligation; and the Agent’s
or the Lenders’ reasonable costs and expenses incurred in connection therewith shall be payable by such GWG Party. Each Borrower
and the Seller irrevocably authorizes the Agent at any time and from time to time in the sole discretion of the Agent acting in
good faith, and appoints the Agent as its attorney-in-fact, to act on behalf of such Borrower or the Seller (i) to execute
on behalf of such Borrower or the Seller as debtor and to file financing statements, and to take such other action, as necessary
in the Agent’s judgment exercised in good faith to perfect and to maintain the perfection and priority of the interest of
the Agent in the Collateral and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing
statement with respect to the Collateral as a financing statement in such offices as the Agent acting in good faith deems necessary
to perfect and to maintain the perfection and priority of the interests of the Agent in the Collateral. This appointment is coupled
with an interest and is irrevocable. Each Borrower hereby authorizes the Agent to file one or more financing statements against
such Borrower in such jurisdictions as the Agent may select identifying the collateral as “all assets”, “all
property” or words of similar import.


 


Section
9.09Limitation of Liability. Except with respect to any claim arising out of the willful misconduct, bad
faith or gross negligence of the Lenders, the Agent or a Secured Party, (i) each GWG Party, to the extent permitted by law,
waives any claim may be made by any GWG Party or any other Person against the Lenders, the Agent, any Secured Party or their respective
Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in
respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated
by this Agreement, or any act, omission or event occurring in connection therewith; and (ii) each GWG Party (on behalf of
itself and all of its Subsidiaries and Affiliates), to the extent permitted by law, hereby waives, releases, and agrees not to
sue upon any claim for any such special, indirect, consequential or punitive damages.


 






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Section
9.10No Proceedings. Each of the parties hereto (other than the Lenders) hereby agrees that it will not institute
against, or join any other Person in instituting against, the Conduit Lender any bankruptcy, insolvency or similar proceeding so
long as any commercial paper issued by the Conduit Lender shall be outstanding or there shall not have elapsed one year and one
day since the last day on which any such commercial paper shall have been outstanding.


 


Section
9.11Recourse Against Certain Parties. No recourse under or with respect to any obligation, covenant or agreement
(including, without limitation, the payment of any fees or any other obligations) of any Lender as contained in this Agreement
or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against
any administrator of any Lender or any incorporator, affiliate, stockholder, officer, employee or director of any Lender or of
any such administrator, as such, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any
statute or otherwise; it being expressly agreed and understood that the agreements of the Lenders contained in this Agreement and
all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each
case, solely the limited liability company or corporate obligations of such Lender, as applicable, and that no personal liability
whatsoever shall attach to or be incurred by any administrator of any Lender or any organizer, member, affiliate, officer, employee
or director of any Lender or of any such administrator, as such, under or by reason of any of the obligations, covenants or agreements
of any Lender contained in this Agreement or in any other such instruments, documents or agreements, or which are implied therefrom,
and that any and all personal liability of every such administrator of any Lender and each organizer, member, affiliate, officer,
employee or director of any Lender or of any such administrator, or any of them, for breaches by any Lender of any such obligations,
covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise,
is hereby expressly waived as a condition of and in consideration for the execution of this Agreement.


 


Section
9.12Execution in Counterparts; Severability; Integration. This 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 Agreement by facsimile or portable document format (PDF) shall be effective as delivery of a manually executed counterpart
of this Agreement. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation
in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement and the other Related Documents
contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof
and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior
oral or written understandings.


 


Section
9.13Confidentiality.


 


(a)Each
GWG Party shall maintain and shall cause each of its Affiliates, employees and officers and agents to maintain the confidentiality
of this Agreement and the other Related Documents and the other confidential proprietary information with respect to the Agent
and the Lenders and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution
of the transactions contemplated herein and therein to the extent such information has been identified as being confidential, except
that each GWG Party and their respective Affiliates, officers and employees may disclose such information (i) to any rating
agency or to such GWG Party’s managers, directors, officers, employees, agents, external accountants and attorneys, (ii) to
any Person that is proposed to be an investor in any GWG Party or a party to any prospective merger or consolidation or asset purchase
with a GWG Party who agrees to hold such information confidential and (iii) as required by any applicable law, judicial or
administrative process or order under any judicial or administrative proceeding. In addition, each GWG Party may disclose any such
nonpublic information pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory
authority or proceedings (whether or not having the force or effect of law).


 






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(b)The
Agent and each Lender shall maintain and shall cause each of its employees and officers and agents to maintain the confidentiality
of all confidential proprietary information with respect to the GWG Parties and their businesses obtained by them in connection
with the structuring, negotiating and execution of the transactions contemplated herein to the extent such information has been
identified as being confidential; provided that any such information may be disclosed (i) to the Agent, the Lenders
and the other Secured Parties by each other, (ii) by the Agent, the Lenders or any other Secured Party to any prospective
or actual assignee or participant of any of them or of any Collateral who agrees to hold such information confidential in accordance
with the terms of this Section 9.13, (iii) by the Agent to any rating agency, (iv) by the Agent to any commercial
paper dealer or provider of a surety, guaranty or credit or liquidity enhancement to the Conduit Lender in connection with this
Agreement and (v) to any officers, directors, employees, outside accountants and attorneys of any of the foregoing; provided
that each such Person described in clause (iv) above is informed of the confidential nature of such information in a manner
consistent with the practice of the Agent for making such disclosure generally to Persons of such type and has agreed to hold such
information confidential on terms substantially similar in substance to those set forth in this Section 9.13. In addition,
the Secured Parties and the Agent may disclose any such nonpublic information pursuant to any law, rule, regulation, direction,
request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect
of law).


 


(c)Notwithstanding
anything to the contrary contained herein or in any of the other Related Documents, each of the parties hereto acknowledges and
agrees that the Agent may post to an internet website maintained by the Agent and required by any nationally recognized rating
agency providing a rating or proposing to provide a rating to the Conduit Lender’s commercial paper in connection with Rule 17g-5,
the following information: (x)(i) to the extent disclosed to any nationally recognized rating agency providing or proposing to
provide a rating to, or monitoring a credit rating of, the Conduit Lender’s commercial paper, any confidential proprietary
information with respect to any GWG Party and their respective Affiliates and each of their respective businesses obtained by the
Lenders or the Agent in connection with the structuring, negotiation and execution of the transactions contemplated herein and
in the other Related Documents and (ii) any other nonpublic information with respect to any GWG Party received by any Lender
or the Agent, in each case to the extent such information was provided to such nationally recognized rating agency in connection
with providing or proposing to provide a rating to, or to monitor an existing rating of, the Conduit Lender’s commercial
paper, (y) the Related Documents and (z) any other Transaction Information.


 


Section
9.14Limitation on Payments. Notwithstanding any provisions contained in this Agreement to the contrary, the
Conduit Lender shall not, and shall not be obligated to, pay any amount pursuant to this Agreement unless the Conduit Lender has
received funds which may be used to make such payment and which funds are not required to repay commercial paper notes issued by
the Conduit Lender when due. Any amount which the Conduit Lender does not pay hereunder pursuant to the operation of the preceding
sentence shall not constitute a claim (as defined in §101 of the Bankruptcy Code) against or corporate obligation of the Conduit
Lender for any such insufficiency.


 






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Section
9.15U.S. Money Laundering and Terrorism Regulatory Matters. Each GWG Party represents as follows as of the
Closing Date, the Restatement Effective Date, the Second Restatement Effective Date and each Borrowing Date:


 


(a)Neither
such GWG Party nor any Affiliate of such GWG Party, nor any of their respective officers or directors is a Prohibited Person.


 


(b)Neither
such GWG Party, nor any of their respective officers or directors (in performing their responsibilities as such officers and directors)
(i) to such GWG Party’s knowledge, has conducted or will conduct any business or has engaged or will engage in any transaction
or dealing (including with respect to any Asset) with any Prohibited Person, including making or receiving any contribution of
funds, goods or services to or for the benefit of any Prohibited Person, (ii) to such GWG Party’s knowledge, has dealt
or will deal in, or otherwise has engaged or will engage in any transaction relating to, any property or interests in property
blocked pursuant to the Executive Order or (iii) to such GWG Party’s knowledge, has engaged or will engage in or has
conspired or will conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts
to violate, any of the requirements or prohibitions set forth in the Executive Order or the PATRIOT Act.


 


(c)Each
GWG Party and their respective officers and directors (in performing their responsibilities as such officers and directors) are
in material compliance with all applicable orders, rules and regulations issued by, and recommendations of, the U.S. Department
of the Treasury and OFAC pursuant to IEEPA, the PATRIOT Act, other legal requirements relating to money laundering or terrorism
and any executive orders related thereto.


 


(d)To
the extent required by law, each GWG Party has established an anti-money laundering and/or economic sanctions program and/or procedures
in accordance with all applicable laws, rules and regulations of its own jurisdiction including, without limitation, where applicable,
the PATRIOT Act.


 


(e)No
GWG Party believes that any Obligor, Insured, Originator, or Life Settlement Provider is a “Prohibited Foreign Shell Bank”
(as defined in the PATRIOT Act), or is named on any available lists of known or suspected terrorists, terrorist organizations or
of other sanctioned person issued by the United States government and/or the government(s) of any jurisdiction(s) in which such
GWG Party is doing business.


 


(f)Each
GWG Party and its Affiliates have adopted reasonable procedures in accordance with applicable law to elicit information that substantiates
the statements contained in this Section 9.15.


 


Section
9.16[Reserved].


 


Section
9.17Joint and Several Liability of the Borrowers.


 


(a)Each
Borrower is accepting joint and several liability hereunder in consideration of the financial accommodation to be provided by the
Lenders under this Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of
the undertaking of the other Borrower to accept joint and several liability for such Borrower’s obligations.


 


(b)Each
of the Borrowers jointly and severally hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor,
joint and several liability with the other Borrower with respect to the payment of all of the Obligations and the performance of
all of the obligations of the Borrowers under this Agreement, it being the intention of the parties hereto that the Obligations
and all other obligations hereunder shall be the joint and several obligations of each of the Borrowers without preferences or
distinction among them.


 






    	71



    	 



    

 


(c)If
and to the extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due
or to perform any of its obligations in accordance with the terms hereof, then, in each such event, the other Borrower will make
such payment with respect to, or perform, such obligation.


 


(d)Except
as otherwise expressly provided herein, each Borrower hereby waives further notice of acceptance of its joint and several liability.
Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the
Obligations of the other Borrower, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence
by the Agent or any Lender at any time or times in respect of any default by the other Borrower in the performance or satisfaction
of any term, covenant, condition or provision of this Agreement, and any and all other indulgences whatsoever by any Secured Party
in respect of any of the Obligations of the other Borrower. Without limiting the generality of the foregoing, each Borrower assents
to any other action or delay in acting or failure to act with respect to the other Borrower on the part of any Secured Party, including,
without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with any
applicable laws or regulations which might, but for the provisions of this Section, afford grounds for terminating, discharging
or relieving such Borrower, in whole or in part, from any of its obligations under this Section 9.17, it being the intention of
each Borrower that, so long as any of the Obligations remain unsatisfied, the obligations of such Borrower under this Section shall
not be discharged except by performance and then only to the extent of such performance. The obligations of each Borrower under
this Section shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction
or similar proceeding with respect to any Borrower or any Secured Party. The joint and several liability of the Borrowers hereunder
shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in
the name, constitution or place of formation of any Borrower or any Secured Party.


 


(e)The
provisions of this Section are made for the benefit of the Secured Parties and their respective permitted successors and assigns,
and may be enforced by any such Person from time to time against any of the Borrowers as often as occasion therefor may arise and
without requirement on the part of any such Person first to marshal any of its claims or to exercise any of its rights against
any Borrower or to exhaust any remedies available to it against any Borrower or to resort to any other source or means of obtaining
payment of any of the Obligations or to elect any other remedy. The provisions of this Section 9.17 shall remain in effect until
all the Obligations shall have been paid in full or otherwise fully satisfied. If at any time any payment, or any part thereof,
made in respect of any of the Obligations is rescinded or must otherwise be restored or returned by any Secured Parties upon the
insolvency, bankruptcy or reorganization of any of the Borrowers, or otherwise, the provisions of this Section will forthwith be
reinstated in effect, as though such payment had not been made.


 


(f)Notwithstanding
any provision to the contrary contained herein or in any other of the Related Documents, to the extent the joint obligations of
a Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable
state or federal law relating to fraudulent conveyances or transfers) then the obligations of each Borrower hereunder shall be
limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation,
the Bankruptcy Code).


 






    	72



    	 



    

 


Section
9.18Joinder; Amendment and Restatement. Effective as of the Second Restatement Effective Date, (a) 
GWG DLP Funding III, LLC joins and becomes party to this Agreement as a Borrower and shall have all the rights and benefits and
be subject to all the covenants, duties and liabilities thereof, including Section 9.17 hereof, (b) this Agreement shall amend
and restate in its entirety the Existing Credit Agreement but shall not constitute a novation, refinancing or other repayment of
the obligations of the obligations of the Borrowers and other GWG Parties thereunder (the “Existing Obligations”)
or a termination or extinguishment of the liens securing such Existing Obligations, which Existing Obligations shall remain outstanding
and repayable pursuant to the terms of this Agreement and which liens shall remain attached, enforceable and perfected securing
such Existing Obligations and all additional obligations arising under this Agreement, and (c) each reference to the Existing
Credit Agreement in any of the Related Documents, or any other document, instrument, or agreement delivered in connection therewith
shall mean and be a reference to this Agreement.


 


Section
9.19Rule 17g-5 Information. Notwithstanding anything to the contrary contained herein or in any of the
other Related Documents, each of the parties hereto acknowledges and agrees that the Agent may post to an internet website maintained
by the Agent and required by any nationally recognized rating agency providing a rating or proposing to provide a rating to the
Conduit Lender’s commercial paper in connection with Rule 17g-5, the following information: (x)(i) to the extent disclosed
to any nationally recognized rating agency providing or proposing to provide a rating to, or monitoring a credit rating of, the
Conduit Lender’s commercial paper, any confidential proprietary information with respect to any of the Borrowers, the Life
Settlement Servicer or the Master Servicer and their Affiliates and each of their respective businesses obtained by the Lenders
or the Agent in connection with the structuring, negotiation and execution of the transactions contemplated herein and in the other
Related Documents and (ii) any other nonpublic information with respect to any of the Borrowers, the Life Settlement Servicer
or the Master Servicer received by the Lenders or the Agent, in each case to the extent such information was provided to such nationally
recognized rating agency in connection with providing or proposing to provide a rating to, or to monitor an existing rating of,
the Conduit Lender’s commercial paper and any other Transaction Information.


 


[SIGNATURE PAGES
FOLLOW]


 






    	73



    	 



    

 


IN WITNESS WHEREOF,
the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first
above written.


 





	 	GWG DLP FUNDING II, LLC,
	 	as a Borrower
	 	 	 
	 	By:	/s/ Jon Sabes
	 	Name:	Jon Sabes
	 	Title:	CEO
	 	 	 
	 	GWG DLP FUNDING III, LLC,
	 	as a Borrower
	 	 	 
	 	By:	/s/ Jon Sabes
	 	Name:	
        Jon Sabes

        

	 	Title:	CEO
	 	 	 
	 	GWG LIFE, LLC,
	 	as the Seller and the Master Servicer
	 	 	 
	 	By:	/s/ Jon Sabes
	 	Name:	Jon Sabes
	 	Title:	CEO
	 	 	 
	 	GWG HOLDINGS, LLC,
	 	as Performance Guarantor
	 	 	 
	 	By:	/s/ Jon Sabes
	 	Name:	Jon Sabes
	 	Title:	CEO




 





Signature Page to

Second Amended and Restated

Credit and Security Agreement




 






    	 



    	 



    

 





	 	DZ BANK AG DEUTSCHE
	 	ZENTRAL-GENOSSENSCHAFTSBANK,


as Agent and as Committed Lender



	 	 	 	 
	 	By:	/s/ Jayan Krishnan
	 		Name:           Jayan Krishnan
	 		Title:             Director
	 	 	 	 
	 	By:	/s/ Mehul Patel
	 		Name:            Mehul Patel
	 		Title:              Vice President
	 	 	 	 
	 	AUTOBAHN FUNDING COMPANY LLC,
	 	as Conduit Lender
	 	 	 	 
	 	By:	DZ BANK AG DEUTSCHE
	 	ZENTRAL-GENOSSENSCHAFTSBANK,
	 	its Attorney-in-Fact
	 	 	 	 
	 	By:	/s/ Jayan Krishnan
	 	 	Name:	Jayan Krishnan
	 	 	Title:	Director
	 	 	 	 
	 	By:	/s/ Mehul Patel
	 	 	Name:	Mehul Patel
	 	 	Title:	Vice President




 


Signature
Page to

Second Amended and Restated

Credit and Security Agreement


  



    	 



    	 



    

 




SCHEDULE I TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 


ELIGIBILITY
CRITERIA; PERFECTION REPRESENTATIONS


 


A.        
Eligibility Criteria


 


“Approved
Lender” means any lender that has been approved in writing by the Agent in its sole discretion as an “Approved
Lender” hereunder.


 


“Approved
Premium Finance Program” means a program for the origination of premium finance loans by an Approved Lender pursuant
to loan documents the forms of which have been furnished to, and have been approved in writing by, the Agent in its sole discretion.


 


“Eligible
Annuity” means, at any time, an Annuity that satisfies each of the following criteria (unless waived by the Agent in
its sole discretion):


 


(i)        
such Annuity is single premium immediate pay annuity;


 


(ii)        such
Annuity was applied for and obtained by the Seller and sold or contributed by the Seller to a Borrower;


 


(iii)       such
Annuity is life contingent upon the same Insured as an Eligible Policy owned by a Borrower, and the periodic payments under such
Annuity are sufficient in both amount and timing to timely pay all premiums due and owing under such Eligible Policy;


 


(iv)       the
Obligor under such Annuity is a Qualified Obligor and is not the Obligor or an Affiliate of the Obligor under the related Eligible
Policy;


 


(v)       such
Annuity is in full force and effect, enforceable against the applicable Obligor and has not been reduced, rescinded, challenged
as to the enforceability by the applicable Obligor or cancelled in whole or in part for any reason (including for lack of insurable
interest or misrepresentation by the underlying insured) and is not subject to defense of claim;


 


(vi)       none
of the Seller, the Master Servicer or the Borrowers (i) has received any written notice from an Obligor contesting the validity
of such Annuity, including any notice of the rescission or cancellation of such Annuity or (ii) is otherwise aware of the applicable
Obligor having any valid offset, right of rescission, defense or counterclaim with respect to its payments under such Annuity;


 


(vii)      such
Annuity was issued without any fraud or material misrepresentation on the part of the Seller and was transferred by the Seller
to a Borrower without any fraud or material misrepresentation on the part of the Seller or a Borrower;


 


(viii)     in
respect of which the Agent, for the benefit of the Lenders, has a valid and enforceable first priority perfected security interest;


 


(ix)       a
Borrower has irrevocably directed the related Qualified Obligor to make all payments under such Annuity, including all Collections,
directly to the Collection Account;


 






    	Sch. I-1



    	 



    

 


(x)        
is denominated and payable in US dollars and payments with respect
thereto will be made without deduction or withholding for any federal or state income tax;


 


(xi)       
the payments related to such Annuity are level, certain, and under the terms of the Annuity, conditioned only on the applicable
Insured’s life;


 


(xii)       in
respect of which the Custodian has verified its receipt of all Annuity Documents, and all such Annuity Documents have been duly
executed and completed and remain in full force and effect;


 


(xiii)     the
related Insured under such Annuity is not related to or affiliated with any GWG Party;


 


(xiv)     the
Net Yield of the Annuity, after taking into consideration the cost of premiums related to the associated Policy, is no less than
3.5% per annum;


 


(xv)      such
Annuity and its related Policy is not (and has never been) a Defaulted Asset;


 


(xvi)     the
Insured under such Annuity is an Eligible Insured;


 


(xvii)    such
Annuity (i) was purchased and issued in compliance with applicable laws; (ii) has been duly authorized, executed and delivered
by all relevant parties thereto (iii) has been consented to by the relevant Insured and all other relevant consents have been
received;


 


(xviii)   neither
such Annuity nor any of the related Annuity Documents contravenes any law, rule or regulation applicable thereto (including, without
limitation, any law, rule and regulation relating to licensing, privacy or insurance) and neither the related Annuity Documents
were created, solicited, purchased or entered into in violation of any law, rule or regulation;


 


(xix)     such
Annuity is not subject to any Adverse Claim (other than in favor of the related Borrower and Permitted Liens);


 


(xx)      such
Annuity represents the entire amount of such policy and is not (i) a part of a group annuity or (ii) a fractional interest in
an annuity; and


 


(xxi)     no
Person has, or has had from the date of issue of such Annuity, a direct or indirect interest in the proceeds of the Annuity, other
than the Seller, GWG DLP II and the Agent, for the benefit of the Lenders, as contemplated by the Related Documents.


 


“Eligible
Asset” means, at any time, an Eligible Policy or an Eligible Annuity that satisfies each of the following criteria:


 


(i)        such
Asset was originated or purchased by the Seller in the ordinary course of the Seller’s business in accordance with and through
the application of the Operating Policies and Practices and the Seller’s standard credit underwriting procedures (in effect
at the time of such origination or purchase) within, and such Asset has at all times since is origination or purchase by the Seller,
been serviced in compliance with the Operating Policies and Practices in all material respects;


 


(ii)       neither
such Asset nor any related Policy or Asset Document contravenes any law, rule or regulation applicable thereto (including, without
limitation, any law, rule and regulation relating to truth in lending, fair credit billing, fair credit reporting, equal credit
opportunity, licensing, fair debt collection practices, privacy, insurance, life settlement transactions, premium finance lending,
anti-rebating or usury) and neither such Asset nor any related Policy or any related Asset Document was created, solicited or
entered into in violation of any law, rule or regulation;


 






    	Sch. I-2



    	 



    

 


(iii)     
 each GWG Party, the related Life Settlement Provider (if applicable), the Master Servicer, the Life Settlement Servicer
(if applicable) and each other Person at any time owning an interest in, or servicing, such Asset and the related Collateral had
all licenses and permits necessary to originate, own and/or service, as applicable, such Asset and the related Collateral and
all consents, licenses, approvals and authorizations of, or registrations, declarations for filings with, any Governmental Authority
required to be obtained, effected or given by any party in connection with the origination, purchase and servicing of such Asset
and the related Collateral as contemplated by the related Asset Documents and the Related Documents and the security interest
granted hereunder have been duly obtained, effected or given and are in full force and effect;


 


(iv)   
   no selection procedures having an adverse effect on the Borrowers, the Lenders or the Agent have been utilized
by the Seller in selecting the Asset from those loans and policies owned by the Seller and its Affiliates which meet the eligibility
criteria specified herein, it being hereby acknowledged by the Agent that the neither shall have the exclusive right to acquire
each Asset acquired by the Seller or any of its Affiliates;


 


(v)    
   such Asset, and each related Asset Document, constitutes the legal, valid and binding obligation of each party
thereto, enforceable against each such party in accordance with its terms, except as such enforcement may be limited by (a) bankruptcy,
insolvency, fraudulent transfer, reorganization or other similar laws affecting the enforcement of creditors’ rights generally
and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at
law);


 


(vi)     
 such Asset and the related Asset Documents are not subject to, nor has there been asserted, any litigation or any right
of rescission, set off, counterclaim or other defense of any related Obligor or any related Insured; and the related Life Settlement
Provider (if applicable), the Seller and the Borrowers have performed all of their respective obligations under such Asset Documents
in accordance with the terms thereof;


 


(vii)     
such Asset is not (and has never been) a Defaulted Asset;


 


(viii)    
the related Obligor (a) is not a Governmental Authority, (b) is
not an Affiliate of any GWG Party and (c) is not the subject of any Insolvency Event;


 


(ix)     
 all of the representations and warranties set forth in Sections 4.01(p) and 4.01(q) of this Agreement and in
Part B of this Schedule I with respect to such Asset and the Other Conveyed Property with respect thereto are true and correct;


 


(x)        none
of the Asset Documents related to such Asset or any applicable law, rule or regulation applicable to such Asset or such Asset
Documents or the related Policy (a) requires the consent of any party to, or otherwise prohibits or restricts, the transfer,
sale or assignment of such Asset or any Other Conveyed Property or the rights or obligations of the Life Settlement Provider (if
applicable) or the Seller (or its assignees) under any Asset Document in the manner contemplated by the Related Documents, (b) except
as required by applicable law, contains a confidentiality provision that purports to restrict the ability of the Borrowers, the
Agent or the Lenders to exercise their rights under any Related Document, including, without limitation, its right to review all
Asset Documents or (c) requires any assignee of such Asset to obtain a license or other authorization in connection with
the acquisition of such Assets or any interest therein; provided that any such assignee (other than the applicable Borrower or
the Agent, as assignee pursuant to the Related Documents) may be required to be licensed under the terms of any life settlement
law;


 






    	Sch. I-3



    	 



    

 


(xi)       a
Custodian File for such Asset has been delivered to the Custodian pursuant to the terms of the Custodian Agreement and the Agent
has received (i) a Custodian Receipt certifying receipt of all Specified Documents (as defined in the Custodian Agreement)
with respect to such Asset and (ii) within thirty (30) days following the date such Asset is first included in the Collateral
a Post-Closing Collateral Receipt (as defined in the Custodian Agreement) certifying receipt of all Post-Closing Specified Documents
(as defined in the Custodian Agreement) with respect to such Asset, which Custodian Receipt and Post-Closing Collateral Receipt
do not identify any deficiencies in respect of such Custodian File, unless the Agent has waived such deficiencies;


 


(xii)      the
information with respect to such Asset set forth in the Schedule of Assets has been produced from the Electronic Ledger and is
true and correct as of the close of business on the date such Asset is first included in the Collateral;


 


(xiii)     such
Asset was originated without fraud or material misrepresentation on the part of the Insured, the Obligor, the Originator, the
Life Settlement Provider, the GWG Parties or any of their respective Affiliates and was transferred by the Seller to the applicable
Borrower without any fraud or material misrepresentation on the part of the Seller or such Borrower;


 


(xiv)     neither
the Life Settlement Provider nor any GWG Party nor any of their respective Affiliates has done anything to convey any right to
any Person (other than the applicable Borrower, the Lenders or the Agent) that would result in such Person having a right to payments
due under such Asset or otherwise to impair the rights of the Borrowers, the Agent or the Lenders in such Asset or the proceeds
thereof, and prior to the sale by the Seller of its interest in the Asset and the Other Conveyed Property with respect thereto
to the applicable Borrower, neither the Seller nor the Borrowers had any constructive or actual knowledge that its interest in
such Asset or Other Conveyed Property were subject to the actual or claimed interest of any Person other than Permitted Liens;


 


(xv)      the
Seller has caused the portions of its Electronic Ledger relating to such Asset to be clearly and unambiguously marked to show
that such Asset has been sold to the applicable Borrower in accordance with the terms of the Sale and Servicing Agreement and
a security interest therein has been granted by such Borrower to the Agent for the benefit of the Secured Parties in accordance
with the terms of this Agreement;


 


(xvi)     such
Asset was not purchased pursuant to the Magna Purchase and Sale Agreement by means of a Funder ELIP Notice (as such term is defined
in the Magna Purchase and Sale Agreement); and


 


(xvii)    unless
titled in the Titling Trust, the Securities Intermediary shall have delivered to the Agent the “Policy Confirmation”
as defined in Section 2.4 of the applicable Securities Intermediary Agreement with respect to such Asset.


 


“Eligible
Insured” means, at any time, an Insured that satisfies each of the following criteria:


 


(i)        
the age of such Insured is (i) (x) with respect to an Unhedged Policy,
greater than or equal to 65 years and (y) with respect to a Hedged Policy or an Annuity, greater than or equal to (I) for
an Insured that is a male, 73 years and (II) for an Insured that is a female, 75 years, and (ii) less than or equal to 85 years
on the Purchase Date of such Policy;


 






    	Sch. I-4



    	 



    

 


(ii)        
the Life Expectancy of such Insured as of the date the related Asset
is first included in the Collateral is greater than or equal to 24 months but less than or equal to 18 years;


 


(iii)       each
Servicer has continued access to such Insured’s medical records pursuant to a written authorization of such Insured;


 


(iv)       such
Insured qualifies for a standard (including “flat extras”) or preferred universal life insurance policy from the related
Qualified Obligor;


 


(v)        such
Insured is not a Prohibited Person;


 


(vi)       such
Insured and the related beneficiary are not related to or affiliated with the related Life Settlement Provider (if applicable)
or any GWG Party; and


 


(vii)      at
the time the Policy was acquired by the applicable Borrower, the Insured was not known by the Borrowers or any of their Affiliates
to have a “terminal,” “catastrophic,” “life threatening” or similar illness or condition within
the meaning of such terms as used under applicable life settlement or viatical settlement laws governing the transfer of such
Policy and, if the applicable Life Settlement Provider acquired such Policy from a person whose primary residence is in Delaware,
Massachusetts,  Michigan, New Mexico or another Unregulated State that regulates viatical settlements, then the Insured also
was not known by the Borrowers or any of their Affiliates to have a “chronic” illness or condition within the meaning
of such term as used under the viatical settlement laws of such state.


 


“Eligible
Policy” means, at any time, a Policy that satisfies each of the following criteria:


 


(i)        
such Policy insures solely the life of the Insured under such Policy
and such Insured under such Policy is an Eligible Insured;


 


(ii)        no
payment of premiums thereon remains unpaid after the due date therefor, and all premiums due during the next succeeding 30-day
period (if any) have been paid in full in accordance with the terms of the related Policy Documents;


 


(iii)       such
Policy is an in-force, general account (i.e., non-variable), universal life insurance policy and is not (A) part of a group
policy, (B) a term policy that is not convertible into a universal life insurance policy or (C) a fractional interest in
a universal policy;


 


(iv)       such
Policy (x) was issued by a life insurance company that (I) was a Qualified Obligor as of the date such Policy became a Purchased
Policy and (II) at all times since the date such Policy became a Purchased Policy (A) has had financial strength ratings from
at least two out of the following three rating agencies: Standard & Poor’s, Moody’s and A.M. Best, and (B) the
financial strength rating of such life insurance company has not at any time been less than “BBB+” by Standard &
Poor’s (if rated by Standard & Poor’s), “Baa1” from Moody’s (if rated by Moody’s) or “B++”
from A.M. Best (if rated by A.M. Best) and has not been withdrawn by any such rating agency, and (y) is governed by the laws of
a Qualified State;


 


(v)        such
Policy and its related Annuity, if any, is not (and has never been) a Defaulted Asset;


 






    	Sch. I-5



    	 



    

 


(vi)      (I)(A)
with respect to each Asset owned by the Titling Trust on the Second Restatement Effective Date, until such Asset is conveyed to
GWG DLP III pursuant to the Policy Sale Agreement and credited by GWG DLP III to the related Policy Account at the Securities
Intermediary, the Titling Trust owns (or, in the case of an Escrow Policy, will own upon release of the Purchase Price pursuant
to the related Eligible Escrow Agreement) 100% of the legal interest in such Policy and the related Qualified Obligor has confirmed
(or, in the case of an Escrow Policy, will confirm within thirty (30) days of the date such Policy is first included in the
Eligible Policies hereunder) such ownership in writing in accordance with its standard documentation for effecting a change of
ownership, (B) GWG DLP II (in the case of an Unhedged Policy) owns 100% of the interests in such Titling Trust and such Titling
Trust has issued a Trust Certificate to such Borrower evidencing such ownership in form and substance satisfactory to the Agent,
which certificate has been duly endorsed by GWG DLP II in blank and is in the possession of the Custodian, (C) the Titling
Trust has duly executed and delivered a Titling Trust Security Agreement in favor of the Agent, pursuant to which such Titling
Trust has granted to the Agent a first priority perfected security interest in such Policy to secure the Obligations and (D) if
such Purchased Policy has been held by GWG DLP II for more than sixty (60) days, a Collateral Assignment in respect of such
Policy executed by the Titling Trust in favor of the Agent has been acknowledged and consented to by the applicable Qualified
Obligor, which Collateral Assignment is in the possession of the Custodian, such that the Agent has a first priority perfected
security interest in such Policy; and (II)(A) in all other cases, the Securities Intermediary owns (or, in the case of an Escrow
Policy, will own upon release of the Purchase Price pursuant to the related Eligible Escrow Agreement) 100% of the legal interest
in such Policy and the related Qualified Obligor has confirmed (or, in the case of an Escrow Policy, will confirm within thirty
(30) days of the date such Policy is first included in the Eligible Policies hereunder) such ownership in writing in accordance
with its standard documentation for effecting a change of ownership, and (B)  if such Purchased Policy has been held by a
Borrower for more than sixty (60) days, a Collateral Assignment in respect of such Policy executed by the Securities Intermediary
in favor of the Agent has been acknowledged and consented to by the applicable Qualified Obligor, which Collateral Assignment
is in the possession of the Custodian, such that the Agent has a first priority perfected security interest in such Policy;


 


(vii)     such
Policy is in full force and effect; the related Qualified Obligor confirmed such effectiveness to the Seller on or about the time
the related Asset was acquired by the Seller; and such Policy is not being contested by the Qualified Obligor and is not the subject
of any action, suit, investigation, proceeding, dispute (pending or threatened), and is not subject to a right of rescission,
setoff, counterclaim, subordination, recoupment, defense, abatement, suspension, deferment, deductible, reduction or termination
which has been asserted or threatened with respect to such Policy;


 


(viii)    such
Policy is not subject to any Adverse Claims (other than Adverse Claims in favor of the applicable Borrower and Permitted Liens)
and no Policy Loans are outstanding thereunder;


 


(ix)       the
payment of the death benefit for such Policy cannot be denied for any reason except for non-payment of premium;


 


(x)        such
Policy is not subject to a post-contestability suicide exclusion for payment of the related death benefit;


 


(xi)       such
Policy provides for a lump-sum payment of the death benefit, and the death benefit under such Policy is payable only upon the
death of the related Insured;


 


(xii)      the
death benefit for such Policy is less than (x) in the case of an Unhedged Policy, $15,000,000 and (y) in the case of a Hedged
Policy, $8,000,000;


 


(xiii)     such
Policy constitutes the legal, valid and binding obligation of the applicable Qualified Obligor, enforceable against such party
in accordance with its terms, except as such enforcement may be limited by (a) bankruptcy, insolvency, fraudulent transfer,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles
of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law);


 






    	Sch. I-6



    	 



    

 


(xiv)      the
related premiums and death benefit under such Policy are denominated and payable solely in U.S. dollars;


 


(xv)       unless
otherwise approved in writing by the Agent in its good faith discretion, such Policy has not been previously settled, pledged
or otherwise transferred in whole or in part to any other Person other than (A) by the Insured (or a related Life Insurance
Trust established for the sole benefit of the immediate family members or estate of the Insured) to an Approved Lender (as defined
below) as collateral for a premium finance loan made by such Approved Lender pursuant to an Approved Premium Finance Program (as
defined below) at the time such Policy was initially issued; provided that such loan shall have been repaid in full, and
any related Adverse Claim held by such Approved Lender shall have been fully released in writing, on or prior to the date such
Policy is first included in the Collateral hereunder pursuant to a written release in a form that has been approved in writing
by the Agent, (B) by the Insured to the Seller or another Life Settlement Provider that has been approved in writing by the
Agent and (if applicable) by such Life Settlement Provider to the Seller, in each case in accordance with the Operating Policies
and Practices and the related Asset Documents and (C) by the Seller to the applicable Borrower, the Titling Trust or the
Securities Intermediary, and by the such Borrower, Titling Trust or Securities Intermediary to the Agent, in each case pursuant
to the Related Documents;


 


(xvi)     the
premiums of which have not been funded, directly or indirectly, with the proceeds of any loan (other than a premium finance loan
made by an Approved Lender pursuant to an Approved Premium Finance Program);


 


(xvii)    unless
otherwise approved in writing by the Agent in its good faith discretion, in which no Person has, or has had from the date of issue
of such Policy, a direct or indirect interest in the proceeds of the Policy, other than (i) individuals that are immediate
family members or direct lineal descendants of the Insured with an insurable interest in the life of the Insured, (ii) an
estate planning vehicle or trust all of the owners or beneficiaries of which have an insurable interest in the life of the Insured,
and all of such owners or beneficiaries are immediate family members or direct lineal descendants of the Insured, (iii) a
business entity of which the Insured under such Policy was, on the dates of application for, and issuance of, such Policy, (x) an
owner, director, officer, or partner of such business entity, or (y) a key employee or key person of such business entity,
if consent was obtained in writing from such key employee or key person before such Policy was purchased, and in the case of either
(x) or (y) such business entity had an insurable interest in the life of such Insured on the dates such Policy was applied
for and issued, (iv) the applicable Seller pursuant to the related Asset Documents and the Related Documents, (v) the
applicable Borrower pursuant to the related Asset Documents and the Related Documents, (vi) the Agent for the benefit of
the Secured Parties and (vii) the related Approved Lender pursuant to an Approved Premium Finance Program, the lender pursuant
to a Policy Loan and any applicable Life Settlement Provider;


 


(xviii)  
the annual premiums due under such Policy from the time of its issuance
through the related Insured’s Life Expectancy does not exceed 10% of the related Net Death Benefit, and such Policy does
not permit any decrease in the Net Death Benefit;


 


(xix)     upon
or immediately after acquisition of such Policy by the applicable Borrower, the related Qualified Obligor has been irrevocably
directed under a Collateral Assignment to make all payments under such Policy directly to the Collection Account;


 


(xx)      the
Asset Documents relating to such Policy include the related Policy File, the related Purchase and Sale Agreement, the related
Origination Agreement (if applicable) and the other Specified Documents (as defined in the Custodian Agreement), in each case
in substantially the form attached as part of Exhibit B or in such other form as the Agent may approve in writing, such approval
not to be unreasonably withheld (provided, however, that any variation from any such form resulting from a change in applicable
law shall not require the consent of the Agent), together with all other documentation required by the Operating Policies and
Practices, all of which Asset Documents have been duly executed and completed in accordance with the Operating Policies and Practices;


 






    	Sch. I-7



    	 



    

 


(xxi)      in
the case of a Purchased Policy, unless otherwise approved in writing by the Agent in its good faith discretion, such Policy was
purchased by the Seller directly from (A) the Insured (or a related Life Insurance Trust established for the sole benefit
of the immediate family members or estate of the Insured) or (B) a Life Settlement Provider pursuant to an Origination Agreement
and a Purchase and Sale Agreement, which Life Settlement Provider (x) purchased such Policy directly from the Insured (or
a related Life Insurance Trust established for the sole benefit of the immediate family members or estate of the Insured), (y) has
been approved in writing by the Agent and (z) is duly licensed under the laws of the State where the Insured is located;


 


(xxii)     all
representations and warranties contained in the applicable Asset Documents are true and correct in all material respects;


 


(xxiii)    in
the event a death certificate is submitted in respect of such Policy, the death benefit under such Policy is required to be paid
within sixty (60) days after such submission, and such Policy shall be no longer constitute an “Eligible Policy”
hereunder if such death benefit is not received in the Collection Account within sixty (60) days after such submission;


 


(xxiv)    if
the Insured was married at the time the Policy was issued or at any time thereafter that the Insured or any related trust owned
such Policy, the consent of the Insured’s spouse was obtained to the transfer of such Policy in the manner contemplated
by the related Asset Documents;


 


(xxv)     the
Qualified Obligor has not withheld taxes from any amounts owing to a Borrower with respect to such Policy or any other Policy
included in the Collateral;


 


(xxvi)    the
related seller of the Policy under the applicable Purchase and Sale Agreement is domiciled in a Qualified State;


 


(xxvii)  
the Custodian has received the Policy File relating to such Policy
and is holding such Policy File in accordance with the terms of the Custodian Agreement; and


 


(xxviii)
 in the case of a Hedged Policy, promptly after the acquisition
of such Policy by the related Borrower, such Borrower acquired an Eligible Annuity measured by the life of the same Insured, with
periodic payments sufficient in both amount and timing to timely pay all premiums due and owing under such Policy.


 


“Qualified
State” means, with respect to any Life Settlement Provider, each state (A) that has been approved in writing by
the Agent in its sole discretion as a Qualified State with respect to such Life Settlement Provider hereunder with respect to
Purchased Policies, as set forth on Schedule VI hereto (as amended from time to time by the Agent as provided below), (B) where
the applicable Life Settlement Provider has all licenses and other authorizations required to be obtained by it (if any) in order
to purchase Policies in such state in the manner contemplated by the relevant Asset Documents, and the Agent has received evidence
reasonably satisfactory to it of the same, (C) where neither the applicable Borrower nor the related Titling Trust is required
to obtain any license or other authorization in order to acquire such Purchased Policies originated in such state in the manner
contemplated by the Related Documents and (D) with respect to any state, if the aggregate Collateral Balance of the Purchased
Policies for which the related seller under the applicable Purchase and Sale Agreement is domiciled in such state, is equal to
or greater than 5% of the Eligible Asset Balance, the Agent has received an opinion in form and substance satisfactory to it regarding
the compliance of the related Policy Documents with the laws of such state; provided that the Agent may, at any time in
its discretion, deliver an updated Schedule VI to the Borrowers, in which case Schedule VI shall automatically be deemed
to have been amended and restated to read as set forth in such new Schedule VI effective upon the date of such delivery.


 






    	Sch. I-8



    	 



    

 


“Unregulated
State” any state set forth in Schedule VII hereto, as amended from time to time by the Agent, so long as such state
has not adopted a law, rule or regulation relating to life settlements; provided that the Agent may, at any time in its
discretion, deliver an updated Schedule VII to the Borrowers, in which case Schedule VII shall automatically be deemed
to have been amended and restated to read as set forth in such new Schedule VII effective upon the date of such delivery.


 


B.        
Additional UCC Representations


 


1.        
 Lawful Assignment. No Asset has been originated in,
or is subject to the laws of, any jurisdiction under which the sale, transfer, and assignment of such Asset to the applicable
Borrower under the Sale and Servicing Agreement or the grant of a security interest in such Asset under this Agreement shall be
unlawful, void, or voidable. None of the GWG Parties nor any of their respective Affiliates has entered into any agreement with
any account debtor that prohibits, restricts or conditions the assignment of any portion of the Assets.


 


2.        
 All Filings Made. All filings or other action (including,
without limitation, UCC filings and notices required to be delivered under the common law) necessary in any jurisdiction to give
the applicable Borrower a first priority perfected ownership interest in the Assets and the Other Conveyed Property and to give
the Agent a first priority perfected security interest in the Collateral, to the extent required under this Agreement, have been
made.


 


3.        
 Tax Liens. As of the date on which any Asset is first
included in the Collateral, there is no lien against any collateral, if any, securing such Asset for delinquent taxes.


 


4.        
 Creation. The Sale and Servicing Agreement creates
a valid and continuing security interest in the Assets in favor of the applicable Borrower which security interest is prior to
all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from the Seller; and this Agreement
creates a valid and continuing security interest in the Assets in favor of the Agent (for the benefit of the Secured Parties),
which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers
from such Borrower.


 


5.        
  Good Title. No Asset has been sold, transferred, assigned,
or pledged by the Seller or any Affiliate thereof to any Person other than directly to the applicable Borrower pursuant to the
Sale and Servicing Agreement. Immediately prior to the transfer and assignment contemplated by the Sale and Servicing Agreement,
the Seller had (or, in the case of an Escrow Policy, will acquire upon release of the Purchase Price pursuant to the related Eligible
Escrow Agreement) good and marketable title to each Asset, and was (or, in the case of an Escrow Policy, will be upon release
of the Purchase Price pursuant to the related Eligible Escrow Agreement) the sole owner thereof, free and clear of all Adverse
Claims (except for those released on or before the date on which such Asset first became a Asset and Permitted Liens) and, immediately
upon the transfer thereof to the applicable Borrower under the Sale and Servicing Agreement, such Borrower and the related Titling
Trust shall have acquired (or, in the case of an Escrow Policy, will acquire upon release of the Purchase Price pursuant to the
related Eligible Escrow Agreement) good and marketable title to each such Asset, and will be the sole owners of the legal and
equitable interests therein, free and clear of all Adverse Claims (other than Permitted Liens), and the transfer has been perfected
under the UCC or common law, as applicable. No Person has a participation in, or other right to receive, proceeds of any Asset
except as provided in this Agreement. None of the GWG Parties nor any Affiliate thereof has taken any action to convey any right
to any Person, other than such Borrower, such Titling Trust or the Agent, that would result in such Person having a right to payments
due under such Asset.


 






    	Sch. I-9



    	 



    

 


6.        
 Perfection. Each of the Seller and the applicable Borrower
has caused or will have caused, on or prior to the Closing Date, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions and the giving of all notices under applicable law in order to perfect such Borrower’s
(and the related Titling Trust’s) interest in the Assets relating to their sale from the Seller to such Borrower (and the
related Titling Trust) and the security interest in the Assets granted by such Borrower to the Agent (for the benefit of the Secured
Parties) under this Agreement and by such Titling Trust to the Agent (for the benefit of the Secured Parties) under the applicable
Titling Trust Security Agreement.


 


7.        
 No Other Interest. Other than the transfer of the Assets
to the applicable Borrower (and the related Titling Trust) under the Sale and Servicing Agreement and Permitted Liens, none of
the Borrowers, the Titling Trusts, the Titling Trust Trustee, the Seller or any of their respective Affiliates has pledged, assigned,
sold, granted a security interest in, or otherwise conveyed any of the Assets (unless such interest has been released). None of
the Borrowers, the Titling Trusts, the Titling Trust Trustee, the Seller or their Affiliates has authorized the filing of, or
is aware of any financing statements that include a description of collateral covering the Assets other than any financing statement
relating to the sale to the applicable Borrower (and the related Titling Trust) under the Sale and Servicing Agreement or the
security interest granted to the Agent (for the benefit of the Secured Parties) under this Agreement or the applicable Titling
Trust Security Agreement or that has been released or terminated or is a Permitted Lien.


 


8.        
  No Notations. None of the tangible chattel paper or
instruments that constitute or evidence the Assets has any marks or notations indicating that they have been pledged, assigned
or otherwise conveyed to any Person other than the applicable Borrower, the applicable Titling Trust and the Agent (for the benefit
of the Secured Parties).


 






    	Sch. I-10



    	 



    

 


SCHEDULE
II-1 TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 


REQUIRED
POLICY FILE DOCUMENTS


 


Purchase
and Sale Agreement


 


Assignment
to GWG DLP Trust II


 


Change
of Ownership


 


Change
of Beneficiary


 


Verification
of Coverage


 


In-force
Policy Illustration


 


The
related Policy


 


Form
of Collateral Assignment to DZ Bank AG Deutsche Zentral-Genossenschaftsbank


 


Copy
of Insured’s Driver License or Government Photo ID


 


One
(1) Life Expectancy Report (in the case of a Hedged Policy and except as otherwise provided) or Two (2) Life Expectancy Reports
(in the case of a Hedged Policy, if requested by the Agent or in the case of an Unhedged Policy) from Approved Medical Underwriter(s)


 


Spousal
Consent(s) (if Insured is married)


 


Bankruptcy
Search Results


 


Federal
Tax Lien Search Results


 


State
Tax Lien Search Results


 


Irrevocable
Limited Power of Attorney


 


Any
related escrow agreement


 






    	Sch. II-1



    	 



    

 


SCHEDULE
II-2 TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 


REQUIRED
ANNUITY DOCUMENTS


 


The
application for the issuance of the Annuity and the change form for such Annuity, and, within two (2) Business Days after such
Annuity is included in the Collateral, a complete original or certified copy of the Annuity, and all exhibits, schedules, riders,
endorsements and annexes thereto and all exhibits, schedules, riders, endorsements and annexes thereto


 


Consent
of the Insured


 


Collateral
Assignment listing Agent as assignee


  


Payment
instructions from the related Borrower to the Obligor, directing Obligor to make all payments in respect of such Annuity to the
Collection Account


 






    	Sch. II-2



    	 



    

 


SCHEDULE
III TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 


LOCATION
OF CHIEF EXECUTIVE OFFICE; FEDERAL EMPLOYER IDENTIFICATION NUMBERS; LIST OF COLLECTION ACCOUNT; PRESENT AND FORMER NAMES


 


Location
of Chief Executive Office


 


220
South Sixth Street, Suite 1200, Minneapolis, MN 55402


 


Federal
EIN Number


 


Borrower:
GWG DLP Funding II, LLC, 26-2697948


 


Borrower:
GWG DLP Funding III, LLC, 37-1770601


 


Seller:
GWG Life, LLC, 20-4356955


 


Performance
Guarantor: GWG Holdings, LLC, 26-2222607


 


Collection
Account


 


Account#
22977900 at Wells Fargo Bank, National Association


 


List
of Policy Accounts


 


GWG
DLP II: Account# 22977905 at Wells Fargo Bank, National Association


 


GWG
DLP III: Account# 83596700 at Wells Fargo Bank, National Association


 


Present
and Former Names


 


GWG
Life, LLC’s former names:


 


GWG
Life Settlements, LLC

Great West Growth, LLC


 






    	Sch. III-1



    	 



    

  


SCHEDULE
IV TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 


OPERATING
POLICIES AND PRACTICES


 


(Attached)


 






    	Sch. IV-1



    	 



    

 


SCHEDULE
V TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 


CONDITIONS
PRECEDENT TO

SECOND RESTATEMENT EFFECTIVE DATE


 


(Attached) 


 



    	Sch. V-1



    	 



    

  


SCHEDULE
VI TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 






    	Sch. VI-1



    	 



    

 


 


LIST
OF APPROVED QUALIFIED STATES FOR PURCHASED POLICIES


 


 


	State	Approved
    Life Settlement Provider(s)
	Each
    Unregulated State	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Lotus Life LLC

        ●        
        Magna Life Settlements, Inc.

	Arkansas	●        
        GWG Life, LLC

        ●        
        Lotus Life, LLC

	Arizona	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Magna Life Settlements, Inc.

	California*	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Lotus Life LLC

        ●        
        Magna Life Settlements, Inc.

	Colorado	●        
        Abacus Settlements, LLC

        ●        
        Lotus Life LLC

        ●        
        Magna Life Settlements, Inc.

	Connecticut	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Lotus Life, LLC

	Florida	●        
        GWG Life, LLC

        ●        
        Lotus Life LLC

        ●        
        Magna Life Settlements, Inc.

	Georgia	●        
        Abacus Settlements, LLC

        ●        
        Lotus Life LLC

        ●        
        Magna Life Settlements, Inc.

	Hawaii	●        
    GWG Life, LLC
	Illinois**	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Magna Life Settlements, Inc.

	Indiana	●        
        Abacus Settlements, LLC

        ●        
        GWG Life USA, LLC

	Iowa	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

	Kansas	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

	Kentucky	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Magna Life Settlements, Inc.

	Louisiana	●        
    Magna Life Settlements, LLC
	Maine	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

	Maryland	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

	Massachusetts	●        
    GWG Life, LLC
	Minnesota	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Magna Life Settlements, Inc.

	Mississippi	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC




 






    	Sch. VI-2



    	 



    

 


	Montana	●        
    None
	Nebraska	●        
    GWG Life, LLC
	Nevada
    (only at times prior to the Restatement Effective Date)	●        
    Lotus Life LLC
	New
    Jersey	●        
        Abacus Settlements, LLC

        ●        
        Lotus Life LLC

        ●        
        Magna Life Settlements, Inc.

	New
    York***	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Lotus Life LLC

        ●        
        Magna Life Settlements, Inc.

	North
    Carolina	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Lotus Life, LLC

	Ohio	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Lotus Life LLC

        ●        
        Magna Life Settlements, Inc.

	Oregon	●        
        GWG Life, LLC

        ●        
        Magna Life Settlements, Inc.

	Oklahoma	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

	Pennsylvania	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Lotus Life, LLC

	Rhode
    Island	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

	Tennessee	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Lotus Life, LLC

	Texas	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Lotus Life, LLC

	Utah	●        
        Abacus Settlements, LLC

        ●        
        Magna Life Settlements, Inc.

	Virginia	●        
        Abacus Settlements, LLC

        ●        
        GWG Life, LLC

        ●        
        Lotus Life, LLC

	Washington	●        
    GWG Life, LLC
	Wisconsin	●        
        GWG Life, LLC

        ●        
        Magna Life Settlements, Inc.








 


*
California shall satisfy clause (A) of the definition of “Qualified State” with respect to a Life Settlement
Provider that is not licensed as a life settlement provider in California if and only if the Life Settlement Provider (i) was
lawfully transacting life settlement business in California prior to July 1, 2010, (ii) has filed its life settlement
provider license application with the California Department of Insurance on or prior to September 1, 2010, (iii) is
in compliance with all procedures in order for it to continue conducting life settlement business in California pending review
and approval of its life settlement provider license application, (iv) is listed on the California Department of Insurance’s
official website list of entities that are currently authorized to operate as life settlement providers in California and (v) has
not withdrawn its life settlement provider license application or had such application denied.


 






    	Sch. VI-3



    	 



    

 


**
Illinois shall satisfy clause (A) of the definition of “Qualified State” with respect to a Life Settlement Provider
that is not licensed as a life settlement provider in Illinois if and only if the Life Settlement Provider (i) was a licensed
viatical settlement provider under Illinois law prior to July 1, 2010, (ii) continues to satisfy all requirements to
hold such license and such license has not been non-renewed, suspended or revoked by the Illinois Department of Insurance, and
(iii) complied, on or before July 1, 2010, with the various procedures and requirements and paid the fees listed in
Section 10 of the Illinois Viatical Settlements Act and in the Illinois Department of Insurance Bulletin 2010-03.


 


***
New York shall satisfy clause (A) of the definition of “Qualified State” with respect to a Life Settlement Provider
that is not licensed as a life settlement provider in New York if and only if the Life Settlement Provider (i) was lawfully
transacting life settlement business in New York prior to the effective date of the New York Life Settlement Act, (ii) has
filed its life settlement provider license application with the New York State Insurance Department, (iii) has complied,
and continues to comply, with the various requirements and procedures outlined in Section 21 of the New York Life Settlement
Act, pending review and approval of its life settlement provider license application, (iv) is listed on the New York State
Insurance Department’s official website list of entities that may lawfully operate as life settlement providers in New York
and (v) has not withdrawn its life settlement provider license application or had such application denied.


 






    	Sch. VI-4



    	 



    

  


SCHEDULE
VII TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 


LIST
OF UNREGULATED STATES


 


Alabama


Delaware


District
of Columbia


Michigan


Missouri


New
Mexico


South
Carolina


South
Dakota


Wyoming


 






    	Sch. VII-1



    	 



    

 


SCHEDULE
VIII TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 


LIFE
SETTLEMENT PROVIDERS


 


1.
GWG Life, LLC


 


2.
Lotus Life LLC


 


3.Magna
Life Settlements, Inc.


 


4.
Abacus Settlements, LLC


   






    	Sch. VIII-1



    	 



    

  


EXHIBIT
A TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 


FORM
OF BORROWING BASE CERTIFICATE


 


(Attached)


 



    	Exh. A-1



    	 



    

  


EXHIBIT
B TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 


FORMS
OF PURCHASED POLICY DOCUMENTS


 


On
File with Agent


 






    	Exh. B-1



    	 



    

  


EXHIBIT
C TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 


FORM
OF COMPLIANCE CERTIFICATE


 


To:
DZ Bank AG Deutsche Zentral-Genossenschaftsbank, as Agent


 


This
compliance certificate (the “Certificate”) is furnished pursuant to that certain Second Amended and Restated Credit
and Security Agreement dated as of May 11, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the
“Agreement”), among GWG DLP Funding II, LLC (“GWG DLP II”), GWG DLP Funding III, LLC (“GWG
DLP III”), GWG Life, LLC (“Seller” and “Master Servicer”), GWG Holdings, LLC (“Performance
Guarantor”), Autobahn Funding Company LLC, as Conduit Lender, and DZ Bank AG Deutsche Zentral-Genossenschaftsbank, as
Agent and as Committed Lender.


 


Capitalized
terms used and not otherwise defined herein have the meanings specified in the Agreement.


 


THE
UNDERSIGNED HEREBY CERTIFIES THAT:


 


1.
I am the duly elected of [GWG DLP II] [GWG DLP III] [Seller] [Master Servicer] [Performance Guarantor];


 


2.
I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review
of the transactions and conditions of [GWG DLP II] [GWG DLP III] [Seller] [Master Servicer] [Performance Guarantor] and its Subsidiaries
during the accounting period covered by the attached financial statements; and


 


3.
The examinations described in paragraph 2 did not disclose, and I have no knowledge of, the existence of any condition or event
which constitutes an Event of Default or Potential Event of Default, during or at the end of the accounting period covered by
the attached financial statements or as of the date of this Certificate, except as set forth below.


 


Described
below are the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during
which it has existed and the action which [GWG DLP II] [GWG DLP III] [Seller] [Master Servicer] [Performance Guarantor] has taken,
is taking, or proposes to take with respect to each such condition or event:


 


The
foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered
this __ day of _______, ____.


 





	 	
	 	Name:
	 	Title:







 






    	Exh. C-1



    	 



    

  


EXHIBIT
D TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 


FORM
OF COMMERCIAL PAPER REMITTANCE REPORT


 


(Attached)


 






    	Exh. D-1



    	 



    

 


EXHIBIT
E TO

SECOND AMENDED AND RESTATED CREDIT

AND SECURITY AGREEMENT


 


FORM
OF ALLONGE


 


This
Allonge is attached to and made a part of the Note dated as of [__________] made by [__________] in favor of the undersigned.


 


Pay
to the order of DZ BANK AG DEUTSCHE ZENTRAL-GENOSSENSCHAFTSBANK, its successors and assigns.


  





	 	[LENDER]
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


 


Exh. E-1