exv10w11






EXHIBIT
10.11




GUARANTOR SECURITY AGREEMENT




          PLEDGE
AND SECURITY AGREEMENT, dated as of March 13, 2009 (this “Agreement”),
made by Imperial Premium Finance, LLC, a Florida limited liability company (the “Pledgor”),
in favor of CTL Holdings II, LLC, a Georgia limited liability company (“CTL”), in its
capacity as collateral agent (in such capacity, together with any successors or assigns in such
capacity, if any, the “Collateral Agent”) on behalf of the Lenders referred to below.




W I T N E S S E T H:




          WHEREAS, Imperial Life Financing II, LLC, a Georgia limited liability company (the
“Borrower”), the lenders from time to time party thereto (each a “Lender” and
collectively, the “Lenders”), the Collateral Agent, and CTL, as administrative agent for
the Lenders (in such capacity, the “Administrative Agent” and together with the Collateral
Agent, each an “Agent” and collectively, the “Agents”) are parties to a Financing
Agreement, dated as of March 13, 2009 (such agreement, as amended, restated or otherwise
modified from time to time, being hereinafter referred to as the “Financing Agreement”);




          WHEREAS, pursuant to the Financing Agreement the Lenders have agreed to make term loans (each
a “Loan” and collectively, the “Loans”) to the Borrower in an aggregate principal
amount at any one time outstanding not to exceed the Total Term Loan Commitment (as defined in the
Financing Agreement);




          WHEREAS, the Pledgor owns 100% of the Equity Interests (as defined in the Financing Agreement)
of the Borrower, as set forth in Schedule I hereto;




          WHEREAS, it is a condition precedent to the Lenders making any Loan to the Borrower pursuant
to the Financing Agreement that the Pledgor shall have executed and delivered to the Collateral
Agent a pledge and security agreement providing for the pledge to the Collateral Agent, for the
benefit of the Agents and the Lenders, and the grant to the Collateral Agent, for the benefit of
the Agents and the Lenders, of a security interest in and Lien on the outstanding shares of the
Equity Interests (as defined in the Financing Agreement) owned by the Pledgor of the Borrower, and
in which such Pledgor has any interest at any time;




          WHEREAS, the Pledgor has determined that the execution, delivery and performance of this
Agreement directly benefits, and is in the best interest of, the Pledgor.




          NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to
induce the Lenders to make and maintain the Loans to the Borrower pursuant to the Financing
Agreement, the Pledgor hereby agrees with the Collateral Agent, for the benefit of the Agents and
the Lenders, as follows:




          SECTION 1. Definitions. Reference is hereby made to the Financing Agreement for a
statement of the terms thereof. All terms used in this Agreement which are defined in the
Financing Agreement or in Article 8 or Article 9 of the Uniform Commercial Code (the
“Code”) as in effect from time to time in the State of New York and which are not otherwise
defined






 









 







herein shall have the same meanings herein as set forth therein; provided, that terms
used herein which are defined in the Code as in effect in the State of New York on the date hereof
shall continue to have the same meaning notwithstanding any replacement or amendment of such
statute except as the Collateral Agent may otherwise determine.




          SECTION 2. Pledge and Grant of Security Interest. As collateral security for all of
the Obligations (as defined in Section 3 hereof), the Pledgor hereby pledges and assigns to the
Collateral Agent, and grants to the Collateral Agent, for the benefit of the Agents and the
Lenders, a continuing security interest in and Lien on the Pledgor’s right, title and interest in
and to the following (collectively, the “Pledged Collateral”):




               (a) the shares of stock, partnership interests, member interests and other equity interests
described in Schedule I hereto (the “Pledged Shares”), whether or not evidenced or
represented by any stock certificate, certificated security or other instrument, issued by the
Borrower described in such Schedule I (the “Pledged Issuers”), the certificates
representing the Pledged Shares, all options and other rights, contractual or otherwise, in respect
thereof and all dividends, distributions, cash, instruments, investment property and other property
(including but not limited to, any stock dividend and any distribution in connection with a stock
split) from time to time received, receivable or otherwise distributed in respect of or in exchange
for any or all of the Pledged Shares;



               (b) all additional shares of stock, partnership interests, member interests or other equity
interests from time to time acquired by the Pledgor, of the Pledged Issuers, the certificates
representing such additional shares, all options and other rights, contractual or otherwise, in
respect thereof and all dividends, distributions, cash, instruments, investment property and other
property from time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such additional shares, interests or equity;



               (c) all security entitlements of the Pledgor in any and all of the foregoing; and



               (d) all proceeds (including proceeds of proceeds) of any and all of the foregoing;


in each case, whether now owned or hereafter acquired by the Pledgor and howsoever its interest
therein may arise or appear (whether by ownership, security interest, Lien, claim or otherwise).




          SECTION 3. Obligations. (a) The Pledgor hereby (i) irrevocably, absolutely and
unconditionally guarantees the prompt payment by the Borrower, as and when due and payable (whether
by scheduled maturity, required prepayment, acceleration, demand or otherwise), of all amounts from
time to time owing in respect of the Financing Agreement or any other Loan Document, whether for
principal, interest (including, without limitation, all interest that accrues after the
commencement of any Insolvency Proceeding with respect to the Borrower, whether or not a claim for
post-filing interest is allowed in such proceeding), fees, commissions, expense reimbursements,
indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any
Insolvency Proceeding with respect to the Borrower





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(notwithstanding the operation of the automatic stay under Section 362(a) of the U.S.
Bankruptcy Code), and the due performance and observance by the Borrower of its other obligations
now or hereafter existing in respect of the Loan Documents (the “Obligations”), and (ii)
agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the
Agents and the Lenders in enforcing any rights under this Agreement.




               (b) The security interest created hereby in the Pledged Collateral constitutes continuing
collateral security for (x) Obligations and (y) the due performance and observance by the Pledgor
of all of its other obligations from time to time existing in respect of the Loan Documents.



               (c) Notwithstanding anything to the contrary contained in this Agreement, the recourse of the
Agent and the Lenders with respect to the liability of the Pledgor under this Agreement solely with
respect to the Obligations shall be limited to the Pledged Collateral.



               SECTION 4. Delivery of the Pledged Collateral.



               (a) (i) All certificates currently representing the Pledged Shares shall be delivered to the
Collateral Agent contemporaneously with or prior to the execution and delivery of this Agreement.
All other certificates and instruments constituting Pledged Collateral from time to time or
required to be pledged to the Collateral Agent, pursuant to the terms of this Agreement or the
Financing Agreement (the “Additional Collateral”), shall be delivered to the Collateral
Agent promptly upon receipt thereof by or on behalf of the Pledgor. All such certificates and
instruments shall be held by or on behalf of the Collateral Agent pursuant hereto and shall be
delivered in suitable form for transfer by delivery or shall be accompanied by duly executed
instruments of transfer or assignment or undated stock powers executed in blank, all in form and
substance reasonably satisfactory to the Collateral Agent. If any Pledged Collateral consists of
uncertificated securities, unless the immediately following sentence is applicable thereto, the
Pledgor shall cause the Collateral Agent (or its designated custodian or nominee) to become the
registered holder thereof, or cause each issuer of such securities to agree that it will comply
with instructions originated by the Collateral Agent with respect to such securities without
further consent by the Pledgor. If any Pledged Collateral consists of security entitlements, the
Pledgor shall transfer such security entitlements to the Collateral Agent (or its custodian,
nominee or other designee), or cause the applicable securities intermediary to agree that it will
comply with entitlement orders by the Collateral Agent without further consent by the Pledgor.



                    (ii) Within five (5) days of the receipt by the Pledgor of any Additional Collateral, a Pledge
Amendment, duly executed by the Pledgor, in substantially the form of Annex I hereto (a “Pledge
Amendment”) shall be delivered to the Collateral Agent, in respect of the Additional Collateral
which must be pledged pursuant to this Agreement and the Financing Agreement. The Pledge Amendment
shall from and after delivery thereof constitute part of Schedule I hereto. The Pledgor hereby
authorizes the Collateral Agent to attach each Pledge Amendment to this Agreement and agrees that
all certificates or instruments listed on any Pledge Amendment delivered to the Collateral Agent
shall for all purposes hereunder constitute Pledged Collateral and such Pledgor shall be deemed
upon delivery thereof to have made the



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representations and warranties set forth in Section 5 hereof with respect to such Additional
Collateral.




               (b) If the Pledgor shall receive, by virtue of the Pledgor’s being or having been an owner of
any Pledged Collateral, any (i) stock certificate (including, without limitation, any certificate
representing a stock dividend or distribution in connection with any increase or reduction of
capital, reclassification, merger, consolidation, sale of assets, combination of shares, stock
split, spin-off or split-off) or other instrument, (ii) option or right, whether as an addition to,
substitution for, or in exchange for, any Pledged Collateral, or otherwise, (iii) dividends payable
in cash (except such dividends permitted to be retained by any such Pledgor pursuant to Section 7
hereof) or in securities or other property or (iv) dividends or other distributions in connection
with a partial or total liquidation or dissolution or in connection with a reduction of capital,
capital surplus or paid-in surplus, the Pledgor shall receive such stock certificate, instrument,
option, right, payment or distribution constituting certificated Pledged Collateral in trust for
the benefit of the Collateral Agent, shall segregate it from such Pledgor’s other property and
shall deliver it forthwith to the Collateral Agent, in the exact form received, with any necessary
endorsement and/or appropriate stock powers duly executed in blank, to be held by the Collateral
Agent as Pledged Collateral and as further collateral security for the Obligations.



          SECTION 5. Representations and Warranties. The Pledgor represents and warrants as
follows:




               (a) The Pledgor is a limited liability company duly organized, validly existing and in good
standing under the laws of the state of its organization as set forth on the first page hereof, and
has all the requisite limited liability company power and authority to execute, deliver and perform
this Agreement.



               (b) The execution, delivery and performance by the Pledgor of this Agreement (i) have been
duly authorized by all necessary limited liability company power and authority, (ii) do not and
will not contravene its certificate of formation, operating agreement, any Requirements of Law or
any contractual restriction binding on or affecting it or any of its properties, (ii) do not and
will not result in or require the creation of any Lien upon or with respect to any of its
properties other than pursuant to this Agreement, and (iii) do not and will not results in any
default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any
material permit, license, authorization or approval applicable to any of its properties.



               (c) Schedule II hereto sets forth (i) the exact legal name of the Pledgor and all other names
used by the Pledgor at any time during the five years preceding the Effective Date, and (ii) the
Pledgor’s chief executive office and principal place of business and each place of business of the
Pledgor during the five years preceding the Effective Date.



               (d) The Pledged Shares have been duly authorized and validly issued and are fully paid and
nonassessable and the holders thereof are not entitled to any preemptive, first refusal or other
similar rights (other than pursuant to a stock transfer agreement entered into



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with the prior written consent of the Collateral Agent). All other shares of stock
constituting Pledged Collateral will be duly authorized and validly issued, fully paid and
nonassessable.




               (e) The Pledgor is and will be at all times the legal and beneficial owner of the Pledged
Collateral free and clear of all Liens except for the Lien created by this Agreement.



               (f) The exercise by the Collateral Agent of any of its rights and remedies hereunder will not
contravene any law or any contractual restriction binding on or affecting the Pledgor or any of the
properties of the Pledgor and will not result in or require the creation of any Lien upon or with
respect to any of the properties of the Pledgor other than pursuant to this Agreement or the other
Loan Documents.



               (g) No authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority is required to be obtained or made by the Pledgor for (i) the due execution,
delivery and performance by the Pledgor of this Agreement, (ii) the grant by the Pledgor, or the
perfection, of the Lien created hereby in the Pledged Collateral, except for the filing in the
office described in Schedule III hereto of a UCC financing statement naming the Pledgor as debtor,
the Collateral Agent as secured party and describing the Pledged Collateral, to perfect the
Collateral Agent’s security interests in items of the Pledged Collateral in which such security
interests are not susceptible to perfection by possession of certificates or instruments, which
financing statement has been duly filed or (iii) the exercise by the Collateral Agent of any of its
rights and remedies hereunder, except as may be required in connection with any sale of any Pledged
Collateral by laws affecting the offering and sale of securities generally.



               (h) This Agreement is a legal, valid and binding obligation of the Pledgor, enforceable
against the Pledgor in accordance with its terms.



               (i) This Agreement creates a valid Lien in favor of the Collateral Agent, for the benefit of
the Agents and the Lenders, in the Pledged Collateral as security for the Obligations. The
Collateral Agent’s having possession of the certificates representing the Pledged Shares and all
other certificates, instruments and cash constituting Pledged Collateral from time to time results
in the perfection of such Lien. Such Lien is, or in the case of Pledged Collateral in which the
Pledgor obtains rights after the date hereof, will be, a perfected, first priority Lien. All
action necessary or desirable to perfect and protect such Lien has been duly taken, except for the
Collateral Agent’s having possession of certificates, instruments and cash constituting Pledged
Collateral after the date hereof.



               (j) The partnership interests or membership interests of each Pledged Issuer are (i)
securities for purposes of Article 8 of the UCC, (iii) investment company securities within the
meaning of Section 8-103 of the UCC and (iii) evidenced by a certificate.



               (k) The pledge of the Pledged Collateral pursuant to this Agreement does not violate
Regulation T, U or X of the Board of Governors of the Federal Reserve System.



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          SECTION 6. Covenants as to the Pledged Collateral. So long as any of the Obligations
shall remain outstanding or prior to the termination of all Commitments, the Pledgor will, unless
the Collateral Agent shall otherwise consent in writing:




               (a) keep adequate records concerning the Pledged Collateral and permit the Collateral Agent or
any agents, designees or representatives thereof at any time or from time to time to examine and
make copies of and abstracts from such records consistent with the terms of the Financing
Agreement;



               (b) at the Pledgor’s expense, promptly deliver to the Collateral Agent a copy of each notice
or other communication received by it in respect of the Pledged Collateral;



               (c) at the Pledgor’s expense, defend the Collateral Agent’s right, title and security interest
in and to the Pledged Collateral against the claims of any Person;



               (d) at the Pledgor’s expense, at any time and from time to time, promptly execute and deliver
all further instruments and documents and take all further action that may be necessary or
desirable or that the Collateral Agent may reasonably request in order to (i) perfect and protect,
or maintain the perfection of, the security interest and Lien created hereby, (ii) enable the
Collateral Agent to exercise and enforce its rights and remedies hereunder in respect of the
Pledged Collateral or (iii) otherwise effect the purposes of this Agreement, including, without
limitation, delivering to the Collateral Agent irrevocable proxies in respect of the Pledged
Collateral;



               (e) not sell, assign (by operation of law or otherwise), exchange or otherwise dispose of any
Pledged Collateral or any interest therein except as expressly permitted by Section 7.02(c) of the
Financing Agreement;



               (f) not create or suffer to exist any Lien upon or with respect to any Pledged Collateral
except for the Lien created hereby;



               (g) not make or consent to any amendment or other modification or waiver with respect to any
Pledged Collateral or enter into any agreement or permit to exist any restriction with respect to
any Pledged Collateral other than pursuant to the Loan Documents;



               (h) not vote in favor of the issuance of (i) any additional shares of any class of Equity
Interests of each Pledged Issuer, (ii) any securities convertible voluntarily by the holder thereof
or automatically upon the occurrence or non occurrence of any event or condition into, or
exchangeable for, any such shares of Equity Interests or (iii) any warrants, options, contracts or
other commitments entitling any Person to purchase or otherwise acquire any such shares of Equity
Interests, except in the case of clauses (i), (ii) and (iii), to the extent any such issuance is
expressly permitted by the Financing Agreement;



               (i) not take or fail to take any action which would in any manner impair the value of or the
enforceability of the Collateral Agent’s security interest in and Lien on any Pledged Collateral;
and



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               (j) cause each interest in each Pledged Issuer controlled by the Pledgor and pledged hereunder
to be (i) represented by a certificate, (ii) deemed a “security” within the meaning of Article 8 of
the UCC and (iii) governed by Article 8 of the UCC.



          SECTION 7. Voting Rights, Dividends, Etc. in Respect of the Pledged Collateral.




               (a) So long as no Event of Default shall have occurred and be continuing:



                    (i) the Pledgor may exercise any and all voting and other consensual rights pertaining to any
Pledged Collateral for any purpose not inconsistent with the terms of this Agreement, the Financing
Agreement or the other Loan Documents; provided, however, that (A) the Pledgor will
not exercise or will refrain from exercising any such right, as the case may be, if the Collateral
Agent gives the Pledgor notice that, in the Collateral Agent’s judgment, such action (or inaction)
is reasonably likely to have a material adverse effect to the Pledgor’s financial condition and (B)
the Pledgor will give the Collateral Agent at least five (5) Business Days’ notice of the manner in
which it intends to exercise, or the reasons for refraining from exercising, any such right which
is reasonably likely to have a material adverse effect to the Pledgor’s financial condition;



                    (ii) the Pledgor may receive and retain any and all dividends, interest or other distributions
or payments in respect of the Pledged Collateral to the extent permitted by the Financing
Agreement; provided, however, that any and all (A) dividends and interest paid or
payable other than in cash in respect of, and instruments and other property received, receivable
or otherwise distributed in respect of or in exchange for, any Pledged Collateral, (B) dividends
and other distributions paid or payable in cash in respect of any Pledged Collateral in connection
with a partial or total liquidation or dissolution or in connection with a reduction of capital,
capital surplus or paid-in surplus, and (C) cash paid, payable or otherwise distributed in
redemption of, or in exchange for, any Pledged Collateral, together with any dividend, interest or
other distribution or payment which at the time of such payment was not permitted by the Financing
Agreement, shall be, and shall forthwith be delivered to the Collateral Agent, if such Collateral
constitutes certificated Pledged Collateral, to hold as, Pledged Collateral and shall, if received
by the Pledgor, be received in trust for the benefit of the Collateral Agent, shall be segregated
from the other property or funds of the Pledgor, and shall be forthwith delivered to the Collateral
Agent in the exact form received with any necessary endorsement and/or appropriate stock powers
duly executed in blank, to be held by the Collateral Agent as Pledged Collateral and as further
collateral security for the Obligations; and



                    (iii) the Collateral Agent will execute and deliver (or cause to be executed and delivered) to
the Pledgor all such proxies and other instruments as the Pledgor may reasonably request for the
purpose of enabling the Pledgor to exercise the voting and other rights which it is entitled to
exercise pursuant to Section 7(a)(i) hereof and to receive the dividends, interest and/or other
distributions which it is authorized to receive and retain pursuant to Section 7(a)(ii) hereof.




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               (b) Upon the occurrence and during the continuance of an Event of Default:



                    (i) all rights of the Pledgor to exercise the voting and other rights which it would otherwise
be entitled to exercise pursuant to Section 7(a)(i) hereof, and to receive the dividends,
distributions, interest and other payments which it would otherwise be authorized to receive and
retain pursuant to Section 7(a)(ii) hereof, shall cease, and all such rights shall thereupon become
vested in the Collateral Agent which shall thereupon have the sole right to exercise such voting
and other consensual rights and to receive and hold as Pledged Collateral such dividends and
interest payments;



                    (ii) without limiting the generality of the foregoing, the Collateral Agent may, at its option
exercise any and all rights of conversion, exchange, subscription or any other rights, privileges
or options pertaining to any of the Pledged Collateral as if it were the absolute owner thereof,
including, without limitation, the right to exchange, in its discretion, any and all of the Pledged
Collateral upon the merger, consolidation, reorganization, recapitalization or other adjustment of
each Pledged Issuer, or upon the exercise by each Pledged Issuer of any right, privilege or option
pertaining to any Pledged Collateral, and, in connection therewith, to deposit and deliver any and
all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other
designated agent upon such terms and conditions as it may determine; and



                    (iii) all dividends, distributions, interest and other payments which are received by the
Pledgor contrary to the provisions of Section 7(b)(i) hereof shall be received in trust for the
benefit of the Collateral Agent shall be segregated from other funds of the Pledgor, and shall be
forthwith paid over to the Collateral Agent as Pledged Collateral in the exact form received with
any necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the
Collateral Agent as Pledged Collateral and as further collateral security for the Obligations.



          SECTION 8. Additional Provisions Concerning the Pledged Collateral.




               (a) To the maximum extent permitted by applicable law, and for the purpose of taking any
action which the Agent may deem necessary or advisable to accomplish the purposes of this
Agreement, the Pledgor (i) authorizes the Collateral Agent to execute any such agreements,
instruments or other documents in the Pledgor’s name and to file such agreements, instruments or
other documents in the Pledgor’s name and to file such agreements, instruments, or other documents
in any appropriate filing office (ii) authorizes the Collateral Agent to file any financing
statements required hereunder or under any other Loan Document, and any continuation statements or
amendment with respect thereto, in any appropriate filing office without the signature of the
Pledgor and (iii) ratifies the filing of any financing statement, and any continuation statement or
amendment with respect thereto, filed without the signature of the Pledgor prior to the date
hereof. A photocopy or other reproduction of this Agreement or any financing statement covering
the Pledged Collateral or any part thereof shall be sufficient as a financing statement where
permitted by law.



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               (b) The Pledgor hereby irrevocably appoints the Collateral Agent as the Pledgor’s
attorney-in-fact and proxy, with full authority in the place and stead of the Pledgor and in the
name of the Pledgor or otherwise, from time to time in the Collateral Agent’s discretion, to take
any action and to execute any instrument which the Collateral Agent may deem necessary or advisable
to accomplish the purposes of this Agreement (subject to the rights of the Pledgor under Section
7(a) hereof), including, without limitation, to receive, endorse and collect all instruments made
payable to the Pledgor representing any dividend, interest, distribution or other payment in
respect of any Pledged Collateral and to give full discharge for the same. This power is coupled
with an interest and is irrevocable until all of the Obligations are indefeasibly paid in full
after all Commitments have been terminated.



               (c) If the Pledgor fails to perform any agreement or obligation contained herein, the
Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the
expenses of the Collateral Agent incurred in connection therewith shall be payable by the Pledgor
pursuant to Section 10 hereof and shall be secured by the Pledged Collateral.



               (d) Other than the exercise of reasonable care to assure the safe custody of the Pledged
Collateral while held hereunder, the Collateral Agent shall have no duty or liability to preserve
rights pertaining thereto and shall be relieved of all responsibility for the Pledged Collateral
upon surrendering it or tendering surrender of it to the Pledgor. The Collateral Agent shall be
deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral
in its possession if the Pledged Collateral is accorded treatment substantially equal to that which
the Collateral Agent accords its own property, it being understood that the Collateral Agent shall
not have responsibility for (i) ascertaining or taking action with respect to calls, conversions,
exchanges, maturities, tenders or other matters relating to any Pledged Collateral, whether or not
the Collateral Agent has or is deemed to have knowledge of such matters, or (ii) taking any
necessary steps to preserve rights against any parties with respect to any Pledged Collateral.



               (e) The powers conferred on the Collateral Agent hereunder are solely to protect its interest
in the Pledged Collateral and shall not impose any duty upon the Collateral Agent to exercise any
such powers. Except for the safe custody of any Pledged Collateral in its possession and the
accounting for monies actually received by it hereunder, the Collateral Agent shall have no duty as
to any Pledged Collateral or as to the taking of any necessary steps to preserve rights against
prior parties or any other rights pertaining to any Pledged Collateral.



               (f) The Collateral Agent may at any time in its discretion (i) without notice to the Pledgor,
transfer or register in the name of the Collateral Agent or any of its nominees any or all of the
Pledged Collateral, subject only to the revocable rights of such Pledgor under Section 7(a) hereof,
and (ii) exchange certificates or instruments constituting Pledged Collateral for certificates or
instruments of smaller or larger denominations.



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          SECTION 9. Remedies Upon Default. If any Event of Default shall have occurred and be
continuing:




               (a) The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to any
other rights and remedies provided for herein or otherwise available to it, all of the rights and
remedies of a secured party upon default under the Code then in effect in the State of New York;
and without limiting the generality of the foregoing and without notice except as specified below,
sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale,
at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as
the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent
notice of sale shall be required by law, at least five (5) days notice to the Pledgor of the time
and place of any public sale of Pledged Collateral owned by the Pledgor or the time after which any
private sale is to be made shall constitute reasonable notification. The Collateral Agent shall
not be obligated to make any sale of Pledged Collateral regardless of whether or not notice of sale
has been given. The Collateral Agent may adjourn any public or private sale from time to time by
announcement at the time and place fixed therefor, and such sale may, without further notice, be
made at the time and place to which it was so adjourned.



               (b) In the event that the Collateral Agent determines to exercise its right to sell all or any
part of the Pledged Collateral pursuant to Section 9(a) hereof, the Pledgor will, upon request by
the Collateral Agent: (i) execute and deliver, and vote in favor of causing the issuer of the
Pledged Collateral and the directors and officers thereof to execute and deliver, all such
instruments and documents, and do or cause to be done all such other acts and things, as may be
necessary or, in the opinion of the Collateral Agent, advisable to register the Pledged Collateral
under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and
to cause the registration statement relating thereto to become effective and to remain effective
for such period as prospectuses are required by law to be furnished, and to make all amendments and
supplements thereto and to the related prospectus which, in the opinion of the Collateral Agent,
are necessary or advisable, all in conformity with the requirements of the Securities Act and the
rules and regulations of the Securities and Exchange Commission applicable thereto, (ii) vote in
favor of causing the issuer of the Pledged Collateral to qualify the Pledged Collateral under the
state securities or “Blue Sky” laws of each jurisdiction, and to obtain all necessary governmental
approvals for the sale of the Pledged Collateral, as requested by the Collateral Agent, (iii) vote
in favor of causing each Pledged Issuer to make available to its securityholders, as soon as
practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the
Securities Act, and (iv) do or cause to be done all such other acts and things within its power as
may be necessary to make such sale of the Pledged Collateral valid and binding and in compliance
with any applicable law.



               (c) Notwithstanding the provisions of Section 9(b) hereof, the Pledgor recognizes that the
Collateral Agent may deem it impracticable to effect a public sale of all or any part of the
Pledged Shares or any other securities constituting Pledged Collateral and that the Collateral
Agent may, therefore, determine to make one or more private sales of any such securities to a
restricted group of purchasers who will be obligated to agree, among other things, to acquire such
securities for their own account, for investment and not with a view to the distribution or resale
thereof. The Pledgor acknowledges that any such private sale may be at



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prices and on terms less favorable to the seller than the prices and other terms which might
have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private
sales shall be deemed to have been made in a commercially reasonable manner and that the Collateral
Agent shall have no obligation to delay the sale of any such securities for the period of time
necessary to permit the issuer of such securities to register such securities for public sale under
the Securities Act. The Pledgor further acknowledges and agrees that any offer to sell such
securities which has been (i) publicly advertised on a bona fide basis in a newspaper or other
publication of general circulation in the financial community of New York, New York (to the extent
that such an offer may be so advertised without prior registration under the Securities Act) or
(ii) made privately in the manner described above to not less than fifteen bona
fide offerees shall be deemed to involve a “public disposition” for the purposes of Section
9-610(c) of the Code (or any successor or similar, applicable statutory provision) as then in
effect in the State of New York, notwithstanding that such sale may not constitute a “public
offering” under the Securities Act, and that the Collateral Agent may, in such event, bid for the
purchase of such securities.




               (d) Any cash held by the Collateral Agent as Pledged Collateral and all cash proceeds received
by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all
or any part of the Pledged Collateral may, in the discretion of the Collateral Agent, be held by
the Collateral Agent as collateral for, and/or then or at any time thereafter applied (after
payment of any amounts payable to the Collateral Agent pursuant to Section 10 hereof) in whole or
in part by the Collateral Agent against, all or any part of the Obligations in such order as the
Collateral Agent shall elect consistent with the provisions of the Financing Agreement. Any
surplus of such cash or cash proceeds held by the Collateral Agent and remaining after indefeasible
payment in full of all of the Obligations after all Commitments have been terminated shall be paid
over to the Pledgor or to such Person as may be lawfully entitled to receive such surplus.



               (e) In the event that the proceeds of any such sale, collection or realization are
insufficient to pay all amounts to which the Agents and the Lenders are legally entitled, the
Pledgor shall be liable for the deficiency, together with interest thereon at the highest rate
specified in the Financing Agreement for interest on overdue principal thereof or such other rate
as shall be fixed by applicable law, together with the costs of collection and the fees, costs and
expenses and other client charges of any attorneys employed by the Collateral Agent to collect such
deficiency.



          SECTION 10. Indemnity and Expenses.




               (a) The Pledgor agrees to defend, protect, indemnify and hold harmless each Agent and each
Lender (and all of their respective officers, directors, employees, attorneys, consultants and
agents) from and against any and all claims, damages, losses, liabilities obligations, penalties,
fees, costs and expenses (including, without limitation, legal fees, costs and expenses of counsel)
to the extent that they arise out of or otherwise result from the enforcement of this Agreement,
except, as to any such indemnified Person, claims, losses or liabilities resulting solely and
directly from such Person’s gross negligence or willful misconduct as determined by a final
judgment of a court of competent jurisdiction.



11









 





               (b) The Pledgor agrees to pay to the Collateral Agent upon demand the amount of any and all
costs and expenses, including the fees, costs, expenses and disbursements of the Collateral Agent’s
counsel and of any experts and agents, which the Collateral Agent may incur in connection with (i)
the amendment, waiver or other modification or termination of this Agreement, (ii) the custody,
preservation, use or operation of, or the sale of, collection from, or other realization upon, any
Pledged Collateral, (iii) the exercise or enforcement of any of the rights of the Collateral Agent
hereunder, or (iv) the failure by the Pledgor to perform or observe any of the provisions hereof.



          SECTION 11. Notices, Etc. All notices and other communications provided for hereunder
shall be in writing and shall be mailed (by certified mail, postage prepaid and return receipt
requested), telecopied or delivered, if to the Pledgor, to the Pledgor as specified next to such
Pledgor’s signature below; if to the Borrower, at its address specified in Section 12.01 of the
Financing Agreement; or if to the Collateral Agent, to it at its address specified in Section 12.01
of the Financing Agreement; or as to any such Person at such other address as shall be designated
by such Person in a written notice to such other Person complying as to delivery with the terms of
this Section 11. All such notices and other communications shall be effective (i) if mailed
(certified mail, postage prepaid and return receipt requested), when received or three (3) days
after deposited in the mails, whichever occurs first, (ii) if telecopied, when transmitted and
confirmation received, or (iii) if delivered by hand, Federal Express or other reputable overnight
courier, upon delivery.




          SECTION 12. Security Interest Absolute. All rights of the Agents and the Lenders, all
Liens and all obligations of the Pledgor hereunder shall be absolute and unconditional irrespective
of: (i) any lack of validity or enforceability of the Financing Agreement or any other agreement
or instrument relating thereto, (ii) any change in the time, manner or place of payment of, or in
any other term in respect of, all or any of the Obligations, or any other amendment or waiver of or
consent to any departure from the Financing Agreement or any other Loan Document, (iii) any
exchange or release of, or non-perfection of any Lien on any Collateral, or any release or
amendment or waiver of or consent to departure from any Guaranty, for all or any of the
Obligations, or (iv) any other circumstance which might otherwise constitute a defense available
to, or a discharge of, the Pledgor in respect of the Obligations. All authorizations and agencies
contained herein with respect to any of the Pledged Collateral are irrevocable and powers coupled
with an interest.




          SECTION 13. Miscellaneous.




               (a) No amendment of any provision of this Agreement shall be effective unless it is in writing
and signed by the Collateral Agent, and no waiver of any provision of this Agreement, and no
consent to any departure the Pledgor therefrom, shall be effective unless it is in writing and
signed by the Collateral Agent, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.



               (b) No failure on the part of any Agent or any Lender to exercise, and no delay in exercising,
any right hereunder or under any Loan Document shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or



12









 




further exercise thereof or the exercise of any other right. The rights and remedies of the
Agents and the Lenders provided herein and in the other Loan Documents are cumulative and are in
addition to, and not exclusive of, any rights or remedies provided by law. The rights of the
Agents and the Lenders under the applicable Loan Document against any party thereto are not
conditional or contingent on any attempt by the Agents or the Lenders to exercise any of their
rights under any other document against such party or against any other Person, including but not
limited to, the Pledgor.




               (c) Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining portions hereof or thereof or affecting the
validity or enforceability of such provision in any other jurisdiction.



               (d) This Agreement shall create a continuing security interest in and Lien on the Pledged
Collateral and shall (i) remain in full force and effect until the indefeasible payment in full or
release of the Obligations after the termination of all of the Commitments and (ii) be binding on
each Pledgor and, by its acceptance hereof, the Collateral Agent, and its respective successors and
assigns, and shall inure, together with all rights and remedies of the Agents and the Lenders
hereunder, to the benefit of each of the Agents and the Lenders and their respective successors,
transferees and assigns. Without limiting the generality of clause (ii) of the immediately
preceding sentence, without notice to the Pledgor, the Agents and the Lenders may assign or
otherwise transfer their respective rights and obligations under this Agreement and any other Loan
Document to any other Person, and such other Person shall thereupon become vested with all of the
benefits in respect thereof granted to the Agents and the Lenders herein or otherwise. Upon any
such assignment or transfer, all references in this Agreement to any such Agent or Lender shall
mean the assignee of such Agent or Lender. None of the rights or obligations of the Pledgor
hereunder may be assigned or otherwise transferred without the prior written consent of the
Collateral Agent, and any such assignment or transfer shall be null and void.



               (e) Upon the satisfaction in full of the Obligations after the termination of all of the
Commitments (i) this Agreement and the security interest and Lien created hereby shall terminate
and all rights to the Pledged Collateral shall revert to the Pledgor, and (ii) the Collateral Agent
will, upon the Pledgor’s request and at the Pledgor’s expense, (A) return to the Pledgor such of
the Pledged Collateral as shall not have been sold or otherwise disposed of or applied pursuant to
the terms hereof, and (B) execute and deliver to the Pledgor, without recourse, representation or
warranty, such documents as the Pledgor shall reasonably request to evidence such termination.



               (f) This Agreement may be executed in any number of counterparts and by the different parties
hereto on separate counterparts, each of which shall be deemed an original, but all such
counterparts shall constitute one and the same agreement. Delivery of an executed counterpart of
this Agreement by telefacsimile or electronic mail shall be equally as effective as delivery of an
original executed counterpart of this Agreement. Any party delivering an executed counterpart of
this Agreement by telefacsimile or electronic mail also shall deliver an original executed
counterpart of this Agreement but the failure to deliver an original executed counterpart shall not
affect the validity, enforceability, and binding effect of this Agreement.



13









 





               (g) This Agreement shall be governed by and construed in accordance with the law of the State
of New York, except as required by mandatory provisions of law and except to the extent that the
validity and perfection or the perfection and the effect of perfection or non-perfection of the
security interest and Lien created hereby, or remedies hereunder, in respect of any particular
Pledged Collateral are governed by the law of a jurisdiction other than the State of New York.



               (h) ANY LEGAL ACTION, SUIT OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY DOCUMENT
RELATED THERETO MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR
THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS THEREOF,
AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE PLEDGOR HEREBY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS.
THE PLEDGOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION, SUIT OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS AND CONSENTS TO
THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY THE COURT.



          (i) THE PLEDGOR AND (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS AGREEMENT) THE COLLATERAL AGENT
WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF
CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR OTHER ACTION OF THE PARTIES HERETO.




[signature page follows]






14









 








          IN WITNESS WHEREOF, the Pledgor has caused this Agreement to be executed and delivered on the
date first above written.




	 	 	 	 	 
	 	PLEDGOR:



IMPERIAL PREMIUM FINANCE, LLC

 	 
	 	By:  	Imperial Holdings, LLC, its managing member
 	 
	 
	 	 	 
	 	By:  	/s/
Jonathan Neuman
 	 
	 	 	Name:  	Jonathan Neuman 	 
	 	 	Title:  	President 	 
	 
	 	Address:



701 Park of Commerce Blvd., Suite 301

Boca Raton, Florida 33487

Telecopy No.: (561) 995-4203
 	 
	 








15









 








SCHEDULE I




TO



GUARANTOR SECURITY AGREEMENT



Pledged Shares




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pledgor	 	Name of Issuer	 	Number of Shares	 	Class	 	Certificate Number
	Imperial Premium
Finance, LLC
	 	Imperial Life
Financing II, LLC
	 	 	100	 	 	 	 	 	1	 











 









 








SCHEDULE II



TO



GUARANTOR SECURITY AGREEMENT



Part A



Current Names and Addresses of Pledgor



	 	 	 	 	 	 	 	 	 	 	 
	Exact Name	 	Address	 	City	 	State	 	Zip Code
	Imperial Premium
Finance, LLC

	 	701 Park of
Commerce Blvd.,
Suite 301
	 	Boca Raton
	 	FL
	 	 	33487	 






Part B




Names and Addresses of Pledgor Used During Last Five Years



	 	 	 	 	 	 	 	 	 	 	 
	Exact Name	 	Address	 	City	 	State	 	Zip Code
	Imperial Premium
Finance, LLC

	 	701 Park of
Commerce Blvd.,
Suite 301
	 	Boca Raton
	 	FL
	 	 	33487	 











 









 








SCHEDULE III



TO



GUARANTOR SECURITY AGREEMENT



Filing Offices



	 	 	 
	Name	 	Filing Office
	Imperial Premium Finance, LLC
	 	Florida Secretary of State











 









 








ANNEX I



TO



GUARANTOR SECURITY AGREEMENT



PLEDGE AMENDMENT



          This Pledge Amendment, dated ____________, is delivered pursuant to Section 4 of the Pledge
and Security Agreement referred to below. The undersigned hereby agrees that this Pledge Amendment
may be attached to the Guarantor Security Agreement, dated as of February ______, 2009, as it may
heretofore have been or hereafter may be amended or otherwise modified or supplemented from time to
time (the “Pledge and Security Agreement”) and that the shares listed on this Pledge
Amendment shall be hereby pledged and assigned to the Collateral Agent and become part of the
Pledged Collateral referred to in such Pledge and Security Agreement and shall secure all of the
Obligations referred to in such Pledge and Security Agreement.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pledged Shares
	 	 	 	 	 	 	 	 	Number	 	 	 	 	 	Certificate
	Pledgor	 	Name of Issuer	 	of Shares	 	Class	 	Number(s)
	 





	 	 	 	 	 
	 	[PLEDGOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: