exv10w33





Exhibit 10.33




Slate Capital LLC

c/o Risk Finance Division

180 Maiden Lane, 19th Floor

New York, NY 10038



November 9, 2010




Imperial Holdings, LLC

701 Park of Commerce Boulevard, Suite 301

Boca Raton, Florida 33487



Re: Consent Letter Regarding S-1 Registration Statement and Related Exhibits



Subject to our receipt of your signature below, notwithstanding the confidentiality and/or consent
provisions in the structured settlement receivables purchase program documents entered into between
us and certain of your affiliates on February 1, 2010, as amended or modified, we hereby consent to
the descriptions of us, and the descriptions of our structured settlement transaction, each as set
forth in the Form S-1 Registration Statement provided to us by way of that certain November 8,
2010, 5:04 p.m. (Eastern) e-mail from Michael Kirwan (the “Proposed Registration
Statement”).



This Consent Letter applies only with respect to the Proposed Registration Statement and not to any
prior subsequent or modified version thereof or any other document or disclosure, which, for the
avoidance of doubt, to the extent such version modifies the description of us or the description of
our structured settlements, would require a separate Consent Letter, to be provided or withheld in
our sole and absolute discretion. Furthermore, for the avoidance of doubt, this Consent Letter is
provided by us and does not purport to provide any consent that may be required from or with
respect to any other party.



By signing below:





	 	1.	 	You represent, warrant and covenant that you (a) have consulted with
appropriate professional advisors, such as your independent accountants, tax advisors
and/or attorneys, regarding the appropriate accounting, tax and legal requirements
(including disclosure requirements) regarding the Registration Statement and any
exhibits thereto and (b) have made all relevant documents and information available to
such advisors.
	 
	 	2.	 	you acknowledge that, and represent and warrant that you understand that, (a)
neither we nor any of our affiliates, nor any of our or their respective officers,
directors, employees, agents or representatives (collectively, “Representatives”), have
provided you or your advisors with any accounting, tax, legal or other professional
advice (including disclosure advice) and (b) you have not, and you have not authorized
or directed your advisors or representatives to, rely upon any such advice from any
such party, and





 









 





Imperial Holdings, LLC

November 9, 2010

Page 2





	 	3.	 	you agree to, on an after-tax basis and as such amounts are incurred, defend,
indemnify and hold harmless us and our affiliates, and our and their respective
Representatives, successors and assigns (each, an “Indemnified Party”), against any and
all liability, loss, damage or expense, including without limitation attorney’s fees
and expenses (collectively, “Losses”), incurred by any such Indemnified Party in
connection with any investigation, inquiry, action, suit, demand or claim for sums of
money brought or made against any such Indemnified Party relating to the Proposed
Registration Statement or any supplement or amendment thereto, for any actual or
alleged violations of state or federal securities laws with respect to any untrue
statement or alleged untrue statement of a material fact contained in the Proposed
Registration Statement or any supplement or amendment thereto or any omission or
alleged omission to state therein a material fact necessary in order to make the
statements made therein, in the light of the circumstances under which they were made,
not misleading, and
	 
	 	4.	 	you agree that if for any reason the indemnification provided for above is
unavailable or is insufficient to hold an Indemnified Party harmless, then you shall
contribute to the amount paid or payable by such Indemnified Party as a result of such
Losses in such proportion as is appropriate to reflect not only the relative benefits
received by such Indemnified Party, on the one hand, and the indemnifying party, on the
other hand, but also the relative fault of such indemnified party, on the one hand, and
the Indemnifying Party, on the other hand, as well as any other relevant equitable
considerations.




We hereby consent to the filing of this Consent Letter as an exhibit to the Proposed Registration
Statement. In delivering this Consent Letter, we do not hereby admit that it comes within the
category of persons whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules or regulations of the Securities and Exchange Commission promulgated
thereunder. In giving this Consent Letter, we are not assuming any responsibility for the accuracy
or completeness of the Proposed Registration Statement.




(remainder of page intentionally left blank; signature page follows)




 









 





Imperial Holdings, LLC

November 9, 2010

Page 3




	 	 	 	 	 
	 	SLATE CAPITAL LLC

 	 
	 	By:  	/s/
Martin H. Scherzer 	 
	 	 	Name:  	Martin H. Scherzer 	 
	 	 	Title:  	EVP 	 
	 








	 	 	 	 	 
	ACKNOWLEDGE AND AGREED:

IMPERIAL HOLDINGS, LLC

 	 
	By:  	/s/
Jonathan Neuman 	 
	 	Name:  	Jonathan Neuman	 
	 	Title:  	President