in this
Acknowledgement.
Each Loan Party signatory hereto agrees to be bound by the Subordination
Agreement. Each Loan Party signatory hereto agrees that they are not a
beneficiary or third party beneficiary of the Subordination Agreement, and that
the Subordination Agreement may be amended, restated, supplemented or otherwise
modified as provided in the Subordination Agreement, and without notice to, or
the consent of, such Loan Party, or any other Person, except as otherwise
expressly provided therein.
Notwithstanding any other provision herein, it is expressly understood and
agreed by the parties hereto that (a) this Acknowledgement is executed and
delivered by Delaware Trust Company, not individually or personally, but solely
as Trustee, in the exercise of the powers and authority conferred and vested in
it, pursuant to the Trust Agreements of the undersigned Delaware statutory
trusts (each a "DST"),
(b)
each of the representations, undertakings and agreements herein made on
the part of a DST is made and intended not as personal representations,
undertakings and agreements by Delaware Trust Company but is made and intended
for the purpose for binding only each DST, (c) nothing herein contained shall be
construed as creating any liability on Delaware Trust Company, individually or
personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties hereto
and by any person claiming by, through or under the parties hereto, and (d)
under no circumstances shall Delaware Trust Company be personally liable for the
payment of any indebtedness or expenses of the DSTs or be liable for the breach
or failure of any obligation, representation, warranty or covenant made or
undertaken by a DST under this Acknowledgement or any other related documents.
Dated: [ ], 2020
[SIGNATURE PAGES TO FOLLOW]
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BORROWER:
GWG DLP FUNDING V, LLC
By:
Name:
Title: GUARANTOR:
GWG DLP FUNDING V HOLDINGS, LLC
By:
Name:
Title:
[Signature Page to Subordination and Intercreditor Agreement - Acknowledgment]
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EXHIBIT D-3
Form of Security and Pledge Agreement
Exhibit D-3
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EXHIBIT D-3
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