OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS SECURITY AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
19.
Execution in Counterparts. This Security Agreement and any signed
agreement or instrument entered into in connection with this Security Agreement,
and any amendments hereto or thereto, may be executed in one (1) or more
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same agreement. Any such counterpart, to
the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif,
.jpeg or similar attachment to electronic mail (any such delivery, an
"Electronic Delivery") shall be treated in all manner and respects as an
original executed counterpart and shall be considered to have the same binding
legal effect as if it were the original signed version thereof delivered in
person. At the request of any party hereto, each other party hereto or thereto
shall re execute the original form of this Security Agreement and deliver such
form to all other parties hereto. No party hereto shall raise the use of
Electronic Delivery to deliver a signature or the fact that any signature or
agreement or instrument was transmitted or communicated through the use of
Electronic Delivery as a defense to the formation of a contract, and each such
party forever waives any such defense, except to the extent such defense relates
to lack of authenticity.
[SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Security
Agreement to be executed and delivered on the date first set forth above.
PLEDGOR:
GWG DLP FUNDING V HOLDINGS, LLC
By:
Name:
Title:
LENDER:
HCLP NOMINEES, L.L.C.
By:
Name:
Title:
[Signature Page to Pledge and Security Agreement (Equity Owner) (Second Lien)]
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SCHEDULE I
NOTICE INFORMATION
Pledgor:
325 North St. Paul Street Dallas, TX 75201
Attention: Lennie Nicholson, General Counsel and Secretary Email:

Lender:
David Wickline
17575 Fitzpatrick Lane
Occidental, CA 95465
Email: 
With a copy to:
c/o ThompsonKnight 1722 Routh Street
Suite 1500
Dallas, TX 75201 Attention: Bill Banowsky
Email: 
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EXHIBIT D-8
Form of Equity Owner Guaranty
Exhibit D-8
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EXHIBIT D-8
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS EVIDENCED HEREBY ARE SUBORDINATE,
IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN THIRD AMENDED AND
RESTATED SUBORDINATION AND INTERCREDITOR AGREEMENT (AS AMENDED, RESTATED,
AMENDED AND RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE
"SUBORDINATION AGREEM ENT"), DATED AS OF AUGUST [