exv10w32





Exhibit 10.32




Lexington Insurance Company

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 contained in the Proposed Redacted Exhibits (as defined below):



We hereby consent to the descriptions of us, and the descriptions of lender protection insurance
coverage, 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, each of which,
for the avoidance of doubt, to the extent such version modifies the description of us or the
description of our lender protection insurance coverage, would require a separate Consent Letter,
to be provided or withheld in our sole and absolute discretion. The Proposed Redacted Exhibits
which will be addressed by a subsequent consent are:




     A. the September 14, 2009 letter between you, us, and National Fire & Marine Insurance Company
that relates to the Lender Protection Insurance Policy (Policy No. 7113491), issued by us to
Imperial PFC Financing II, LLC;



     B. the March 13, 2009 letter between you, us, and National Fire & Marine Insurance Company
that relates to the Lender Protection Insurance Policy (Policy No. 7113486) issued by us to
Imperial Life Financing II, LLC (collectively, the “Proposed Redacted Exhibits”).


This Consent Letter is issued with the understanding that the parties have not reached agreement
with respect to, and thus no consent is hereby provided regarding, the filing of the following agreements as exhibits to the Proposed Registration Statement:




     A. the Omnibus Claims Settlement Agreement dated as of September 8, 2010 by and between us and
Imperial PFC Financing, LLC; and



     B. the Pledge and Security Agreement dated September 8, 2010 by Imperial Premium Finance, LLC.


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,




 









 





Imperial Holdings, LLC

November 9, 2010

Page 2



including for example any other entity that may be a party to any of the Proposed Redacted
Exhibits.



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
	 
	 	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.





 









 





Imperial Holdings, LLC

November 9, 2010

Page 3



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 4




	 	 	 	 	 
	 	LEXINGTON INSURANCE COMPANY

 	 
	 	By:  	/s/
Martin H. Scherzer 	 
	 	 	Name:  	Martin H. Scherzer	 
	 	 	Title:  	Authorized Representative	 
	 








	 	 	 	 	 
	ACKNOWLEDGE AND AGREED:

IMPERIAL HOLDINGS, LLC

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