Form of Equity Owner Security and Pledge Agreement
Exhibit D-7
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EXHIBIT D-7
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE,
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN FOURTH AMENDED AND
RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, RESTATED,
AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"SUBORDINATION AGREEMENT"), DATED AS OF [ ], 2020, AMONG HCLP NOMINEES, L.L.C.,
A DELAWARE LIMITED LIABILITY COMPANY (TOGETHER WITH ITS SUCCESSORS AND PERMITTED
ASSIGNS), INDIVIDUALLY AS A SUBORDINATED CREDITOR AND AS SUBORDINATED CREDITOR
REPRESENTATIVE, AND HCLP NOMINEES, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY,
INDIVIDUALLY AS A SENIOR CREDITOR AND AS SENIOR CREDITOR REPRESENTATIVE AND IN
SUCH CAPACITY AS AGENT FOR THE SENIOR LENDERS REFERRED TO THEREIN (AND ITS
SUCCESSORS AND ASSIGNS IN SUCH CAPACITY), TO THE SENIOR DEBT DESCRIBED IN THE
SUBORDINATION AGREEMENT, AND EACH HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE
HEREOF, SHALL BE BOUND BY THE PROVISIONS OF THE SUBORDINATION AGREEMENT. IN THE
EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE SUBORDINATION AGREEMENT AND THE
TERMS OF THIS AGREEMENT, THE TERMS OF THE SUBORDINATION AGREEMENT SHALL GOVERN
AND CONTROL.
SECURITY AND PLEDGE AGREEMENT (EQUITY OWNER)
THIS SECURITY AND PLEDGE AGREEMENT, dated as of [ ], 2020 (as amended, restated,
supplemented, or otherwise modified from time to time, this "Security
Agreement"), is by and among GWG DLP Funding V Holdings, LLC, a Delaware limited
liability company (the "Pledgor"), and HCLP Nominees, L.L.C. (the "Lender").
W I T N E S S E T H:
WHEREAS, GWG DLP Funding V, LLC, a Delaware limited liability company (the
"Borrower"), has entered into that certain Third Amended and Restated Second
Lien Credit Agreement, dated as of the date hereof (as amended, restated,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), with the Lender and the other Persons party thereto,
pursuant to which the Lender has provided certain credit facilities to the
Borrower;
WHEREAS, Pledgor has guaranteed the obligations of the Borrower under the Credit
Agreement pursuant to that certain Guaranty, dated as of the date hereof (as
amended, restated, supplemented or otherwise modified from time to time, the
"Equity Owner Guaranty"), executed by Pledgor in favor of the Lender;
WHEREAS, in connection with the Credit Agreement and the Equity Owner Guaranty,
the Lender has required that the Pledgor grant a security interest in its
Collateral (as hereinafter defined) to the Lender as security for the
Obligations; and
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WHEREAS, the Pledgor has agreed to grant such security interest on the terms and
conditions set forth herein.
NOW, THEREFORE, for and in consideration of the premises and to induce the
Lender to enter into the Credit Agreement and carry out its obligations
thereunder, and other good and valuable consideration, receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1.
Defined Terms.
(a)
Capitalized terms used herein without definition shall have the same
meanings given to such terms in the Credit Agreement.
(b)
The