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). 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 (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 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 ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Borrower: GWG DLP Funding II, LLC, ▇▇-▇▇▇▇▇▇▇ Borrower: GWG DLP Funding III, LLC, ▇▇-▇▇▇▇▇▇▇ Seller: GWG Life, LLC, ▇▇-▇▇▇▇▇▇▇ Performance Guarantor: GWG Holdings, LLC, ▇▇-▇▇▇▇▇▇▇ Account# ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ Fargo Bank, National Association GWG DLP II: Account# ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ Fargo Bank, National Association GWG DLP III: Account# ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ Fargo Bank, National Association GWG Life, LLC’s former names: GWG Life Settlements, LLC Great West Growth, LLC 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 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. Alabama Delaware District of Columbia Michigan Missouri New Mexico South Carolina South Dakota Wyoming 1. GWG Life, LLC 2. Lotus Life LLC 3. Magna Life Settlements, Inc. 4. Abacus Settlements, LLC 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.
Appears in 1 contract
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 Borrowers and the Agent (for the benefit of the Secured Parties). SCHEDULE II TO CREDIT AND SECURITY AGREEMENT POLICY FILE 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
(1) Life Expectancy Report (in the case of a Hedged Policy and except as otherwise provided) or Two (2) ID 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) Underwriter 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 The application for the issuance SCHEDULE III TO CREDIT AND SECURITY AGREEMENT LOCATION OF CHIEF EXECUTIVE OFFICE; FEDERAL EMPLOYER IDENTIFICATION NUMBERS; LIST OF DEPOSIT ACCOUNTS; PRESENT AND FORMER NAMES Location 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 Chief Executive ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Federal EIN Number Borrower: GWG DLP Funding II, LLC, ▇▇-▇▇▇▇▇▇▇ Borrower: GWG DLP Funding IIIUnited Lending SPV, LLC, ▇▇-▇▇▇▇▇▇▇ Seller: GWG LifeLife Settlements, LLC, ▇▇-▇▇▇▇▇▇▇ Seller: United Lending, LLC, ▇▇-▇▇▇▇▇▇▇ Seller: Opportunity Bridge Funding, ▇▇-▇▇▇▇▇▇▇ Performance Guarantor: GWG Holdings, LLC, ▇▇-▇▇▇▇▇▇▇ Account# List of Deposit Accounts #▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ Fargo Bank, National Association GWG DLP II: Account# #▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ Fargo Bank, National Association Present and Former Names GWG DLP III: Account# ▇▇▇▇▇▇▇▇ at ▇▇▇▇▇ Fargo Bank, National Association GWG LifeLife Settlements, LLC’s former namesname: GWG Life Settlements, LLC Great West Growth, LLC 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 Montana ● None Nebraska ● GWG Life, LLC Nevada SCHEDULE V TO CREDIT AND SECURITY AGREEMENT CONDITION PRECEDENT DOCUMENTS FOR THE INITIAL BORROWING (only at times prior to the Restatement Effective DateAttached) ● 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. Alabama Delaware District of Columbia Michigan Missouri New Mexico South Carolina South Dakota Wyoming
1. GWG Life, LLC
2. Lotus Life LLC
3. Magna Life Settlements, Inc.
4. Abacus Settlements, LLC 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”), CREDIT AND SECURITY AGREEMENT among GWG DLP Funding FUNDING II, LLC (“GWG DLP II”), GWG DLP Funding IIIas a Borrower UNITED LENDING SPV, LLC (“GWG DLP III”), GWG Lifeas a Borrower UNITED LENDING, LLC (“Seller” as Premium Finance Master Servicer and “Master Servicer”), a Seller GWG HoldingsLIFE SETTLEMENTS, LLC (“as Life Settlements Master Servicer and a Seller OPPORTUNITY BRIDGE FUNDING, LLC as a Seller GWG HOLDINGS, LLC as Performance Guarantor”), Autobahn Funding Company LLC, Guarantor AUTOBAHN FUNDING COMPANY LLC as Conduit Lender, Lender and DZ Bank BANK AG Deutsche ZentralDEUTSCHE ZENTRAL-Genossenschaftsbank, GENOSSENSCHAFTSBANK as Agent and as Committed Lender. July 15, 2008 LIST OF CLOSING DOCUMENTS Capitalized terms used and not otherwise defined herein have the meanings specified in the AgreementCredit and Security Agreement referred to below. THE UNDERSIGNED HEREBY CERTIFIES THAT:Status
A. Principal Transaction Documents
1. I am the duly elected of [Credit and Security Agreement among GWG DLP Funding II] [, LLC (“GWG DLP III] [DLP”), as a Borrower, United Lending SPV, LLC (“United Lending SPV”), as a Borrower (and together with GWG DLP, “Borrowers”), United Lending, LLC (“United Lending”), as Premium Finance Master Servicer and a Seller] [, GWG Life Settlements, LLC (“GWG Life Settlements”), as Life Settlements Master Servicer] [Servicer and a Seller, Opportunity Bridge Funding, LLC (“OBF”), as a Seller (and together with United Lending and GWG Life Settlements, “Sellers”), GWG Holdings, LLC, as Performance Guarantor];, Autobahn Funding Company LLC, as Lender, and DZ Bank AG Deutsche Zentral- Genossenschaftsbank, as Agent. LIST OF SCHEDULES AND EXHIBITS SCHEDULES Schedule I Eligibility Criteria; Perfection Representations Schedule II Policy File Schedule III Chief Executive Offices; Federal Employer Identification Numbers; List of Deposit Accounts; Present and Former Names Schedule IV Operating Policies and Practices Schedule V Condition Precedent Documents for the Initial Borrowing Schedule VI List of Approved Qualified States for Purchased Policies Schedule VII List of Unregulated States EXHIBITS Exhibit A Form of Borrowing Base Certificate Exhibit B-1 Forms of Loan Documents Exhibit B-2 Forms of Purchased Policy Documents Exhibit C Form of Compliance Certificate Exhibit D Form of Commercial Paper Remittance Report Exhibit E Form of Allonge
2. I have reviewed the terms of the Agreement Fee Letter among Borrowers, Lender 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; andAgent.
3. The examinations described in paragraph 2 did not discloseGeneral Sale and Servicing Agreement among Sellers and Borrowers. Schedule I Schedule of Initial Assets Exhibit A-1 Form of Assignment with respect to Purchased Policies Exhibit A-2 Form of Assignment with respect to Premium Finance Loans Exhibit A-3 Form of Assignment with respect to Bridge Loans Exhibit B Master Servicer’s Certificate Exhibit C Servicing Policies and Procedures
4. Life Settlement Servicing Agreement among ▇▇▇▇▇ Fargo Bank, and I have no knowledge ofNational Association (“▇▇▇▇▇ Fargo”), as Servicer (the “Servicer”), GWG Life Settlements, as Master Servicer, the existence of any condition or event which constitutes an Event of Default or Potential Event of DefaultAgent, during or at GWG DLP, as purchaser and GWG DLP Trust II (the end “Titling Trust”). Exhibit A Servicing Policies and Procedures of the accounting period covered by Master Servicer Schedule I Addresses for Notices
5. Custodian Agreement among ▇▇▇▇▇ Fargo Bank, National Association, as custodian (the attached financial statements or “Custodian”), the Borrowers, the Servicer, the Master Servicers, the Agent and the Titling Trust. Exhibit 1 Request for Release of Asset File Exhibit 2 Return of Documents to Custodian Exhibit 3 Authorized Representatives Exhibit 4 Confirmation and Notice of Pledge Schedule A – Assets Schedule Exhibit 5 Schedule of Fees Exhibit 6-A Asset File Collateral Receipt (Insurance Policy File Summary Checklist) Exhibit 6-B Asset File Collateral Receipt (Premium Finance Policy File Summary Checklist) Exhibit 6-C Asset File Collateral Receipt (Bridge Loan Policy File Summary Checklist) Exhibit 7-A Post-Closing Collateral Receipt (Insurace Policy File Summary Checklist) Exhibit 7-B Post-Closing Collateral Receipt (Premium Finance Policy File Summary Checklist)
6. Deposit Account Control Agreement among Agent, GWG DLP, as Borrower and ▇▇▇▇▇ Fargo, as Depositary Bank. Schedule 1—List of Signatories and Sample Signatures
7. Deposit Account Control Agreement among Agent, United Lending SPV, as Borrower and ▇▇▇▇▇ Fargo, as Depositary Bank. Schedule 1—List of Signatories and Sample Signatures
8. Collateral Account Agreement among ▇▇▇▇▇ Fargo, as Collateral Account Bank, the date Borrowers, the Master Servicers and Agent. Schedule 1—List of this Certificate, except as set forth below.Signatories and Sample Signatures Schedule 2—Fees
Appears in 1 contract
Sources: Credit and Security Agreement