exv10w19






Exhibit 10.19




Imperial Holdings LLC

701 Park of Commerce Boulevard, Suite 301

Boca Raton, FL 33487




March 13, 2009




Lexington Insurance Company c/o

AIG Risk Finance

70 Pine Street, 5th Floor




New York, New York 10270

Attention: President




National Fire & Marine Insurance Company 100

First Stamford Place




Stamford, CT 06902

Attention: General Counsel



Ladies and Gentlemen:




     This letter agreement (including any exhibits hereto, this “Letter Agreement”)
relates to (i) Lender Protection Insurance Policy (Policy No. 7113486), issued by Lexington
Insurance Company (the “Insurer”) to Imperial Life Financing II, LLC, a Georgia limited
liability company (the “Insured”), effective as of the date hereof (as amended,
supplemented or otherwise modified from time to time, the “Policy”), a copy of which is
attached as Exhibit A hereto and (ii) Contingent Lender Protection Insurance Policy
(Policy No. 92 SRD 102507), issued by National Fire & Marine Insurance Company (the
“Contingent Insurer” and together with the Insurer, the “LPIC Insurers” and each
an “LPIC Insurer”) to the Insured, effective as of the date hereof (as amended,
supplemented or otherwise modified from time to time, the “Contingent Policy”), a copy of
which is attached as Exhibit B hereto. Any capitalized term used in this Letter Agreement
but not defined herein (including in Section 12 hereof) shall have the meaning set forth in the
Policy.



     We, Imperial Holdings LLC, a Florida limited liability company (“we” or the
“Company”), have caused the Retail Lender to enter into (i) a Master Participation
Agreement dated as of the date hereof (as amended, supplemented or otherwise modified from time to
time, the “Master Participation Agreement”), between the Retail Lender, as seller, and the
Insured, as purchaser, pursuant to which the Retail Lender has agreed to sell and transfer without
recourse, and the Insured has agreed to purchase a participation interest in certain insurance
premium loans and (ii) certain Insurance Premium Loan Sale and Assignment Agreements (as amended,
supplemented or otherwise modified from time to time, each an “Assignment Agreement”),
between the Retail Lender, as assignor, and the Insured, as assignee, pursuant to which the Retail
Lender has agreed to sell and assign to the Insured, and the Insured has agreed to purchase and
assume, certain insurance premium loans.


1. Representations, Warranties and Covenants of the Company and each LPIC Insurer.









 









 









	(a)	 	The Company represents, warrants and covenants to each LPIC Insurer as follows:






	 	(i)	 	The Company has all requisite authority to execute, deliver and perform
its obligations under this Letter Agreement. This Letter Agreement has been duly
authorized, executed and delivered by the Company and constitutes a valid and
legally binding agreement of the Company, enforceable in accordance with its terms,
subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors’
rights and to general equity principles.
	 
	 	(ii)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	(iii)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	(iv)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	(v)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






(vi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].




(vii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(viii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(ix) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(x) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL



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TREATMENT].




(xii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xiii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].




(xiv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xvi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xvii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xviii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].




(xix) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xx) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xxi) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xxii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xxiii) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY



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WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




(xxiv) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




	 	(A)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	(B)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	(C)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].






	 	(xxv)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	(xxvi)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].




The representations, warranties and covenants set forth in this Section 1(a) shall survive
termination of this Letter Agreement.





	 	(b)	 	Each LPIC Insurer represents and warrants on behalf of itself to the Company as
follows:






	 	(i)	 	Such LPIC Insurer has all requisite power and authority to execute,
deliver and perform its obligations under this Letter Agreement. This Letter
Agreement has been duly authorized, executed and delivered by such LPIC Insurer
and constitutes a valid and legally binding agreement enforceable in accordance
with its terms, subject to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors’ rights and to general equity principles.
	 
	 	(ii)	 	As a result of executing this Letter
Agreement, such LPIC Insurer will not be in
violation of any law, statute, rule, regulation,
judgment, order or decree of any domestic or
foreign court or governmental or regulatory
authority,
agency or other body having jurisdiction over such LPIC Insurer or any of its assets or
property.
	 
	 	(iii)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




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	 	(iv)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].




The representations, warranties and covenants set forth in this Section 1 (b) shall
survive termination of this Letter Agreement.



2. Enforcement of Rights and Remedies; Monetary Recoveries.





	 	(a)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	(b)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].




3. Indemnification.





	 	(a)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	 	(b)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].






	4.	 	Notices. All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered by certified mail, return
receipt requested, mailed by a nationally recognized overnight courier or sent via facsimile
to (i) the Company at 701 Park of Commerce Boulevard, Suite 301, Boca Raton, FL 33487,
Attention: Jonathan Neuman, President, facsimile: 240-282-1050, with a copy to Foley & Larder
LLP, One Independent Drive, Suite 1300, Jacksonville, FL 32202-5017, Attention: Robert S.
Bernstein, Esq., facsimile: 904-359-8700, (ii) the Insurer at 70 Pine Street, 5th
Floor, New York, New York 10270, Attention: Surveillance Department, facsimile: 212- 480-3923,
with a copy to Senior Division Counsel, AIG Risk Finance, 70 Pine Street, 5th Floor,
New York, New York 10270, 212-480-3923, (iii) National Fire & Marine Insurance Company,
Attention: General Counsel, 100 First Stamford Place, Stamford, CT 06902, Facsimile: (203)
363-5221 or (iv) as to any of such persons, at such other address or facsimile number as shall
be designated by such person in a written notice to the other persons.
	 
	5.	 	Governing Law. This Letter Agreement shall be governed by, and construed in
accordance with, the internal laws of the State of New York (including without limitation
Section 5- 1401 of the General Obligations Law of the State of New York), without regard to
conflicts of laws principles that would require or allow for the application of any other
jurisdiction’s law.




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	6.	 	Remedies. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	7.	 	Setoff. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	8.	 	Dispute Resolution. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	9.	 	Construction; Entire Agreement. Each LPIC Insurer and the Company hereby acknowledge
that they were represented by competent and experienced legal counsel of their choice in
connection with the negotiation, execution and delivery of this Letter Agreement, and the
Company acknowledges that it is entering into the transactions contemplated by this Letter
Agreement with full knowledge and acceptance of its terms, conditions and significance,
without any reliance on any representation, warranty, advice or other statement by any LPIC
Insurer or any of its representatives or advisors regarding any legal, tax or accounting
implications or other requirements. Accordingly, in any dispute concerning this Letter
Agreement, such dispute shall be resolved without any presumption or rule of construction in
favor of any party or any related or similar doctrine. This Letter Agreement contains the full
and complete understanding and agreement between the parties hereto with respect to the
subject matter hereof. The parties acknowledge that they are not entering into this Letter
Agreement in reliance upon any term, condition, representation or warranty not stated or
referred to herein and that this Letter Agreement replaces any and all prior agreements
whether oral or written, pertaining to the subject matter hereof.
	 
	10.	 	Counterparts. This Letter Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and all of which taken together shall constitute one
and the same document.
	 
	11.	 	Amendments. This Letter Agreement may be amended, modified, supplemented or
terminated only by a written instrument signed by the Insurer (prior to the occurrence of a
Credit Event), the Contingent Insurer and the Company.
	 
	12.	 	 Defined Terms. For purposes of this Letter Agreement:




“Accredited investor” shall have the meaning set forth in Section 1 (a)(xv).



“Advised Conduct” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



“Affiliate” of any Person means any other Person that (i) directly or indirectly
controls, is controlled by or is under common control with such Person or (ii) is an officer or
director of such Person. A Person shall be deemed to be “controlled by” any other Person if such
other Person possesses, directly or indirectly, power: (i) to vote 10% or more of the securities
(on a






6









 







fully diluted basis) having ordinary voting power for the election of directors or managing
partners; or (ii) to direct or cause the direction of the management and policies of such Person
whether by contract or otherwise. For the avoidance of doubt, CTL Holdings II, LLC, a Georgia
limited liability company, shall be regarded as an Affiliate of the Company for purposes of this
Letter Agreement.



“Authorized Officer” means any member of the board of directors or managers of an
entity, chief executive officer, president, chief operating officer, chief financial officer,
treasurer, general counsel or lead regulatory officer responsible for ensuring compliance with
all applicable lending and insurance statutes, rules and regulations.



“Contingent Insurer” shall have the meaning set forth in
Preamble.







“Contingent Policy” shall have the meaning set
forth in Preamble.



“Corporate Trustee” means any institutional trustee that is appointed as trustee or
co-trustee of a Retail Borrower at the request of the Retail Lender.



“E&O Policy” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



“Imperial Party” means any of the Company, any Retail Lender, the Insured and/or
their respective Affiliates and its and their respective officers, directors and
employees.



“Imperial Prohibited Act” means any of the following:



(A) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].





	(1)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
	 
	(2)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
	 
	(3)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	(4)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
	 
	(5)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].




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Or



(B) (1) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].





	 	  (2)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
	 
	 	  (3)	 	[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]..




[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]..



“Indemnified Party” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



“Insurer” shall have the meaning set forth in Preamble.



“Insured” shall have the meaning set forth in Preamble.



“Letter Agreement” shall have the meaning set forth in Preamble.



“Loan Documents” means (a) the Master Participation Agreement, (b) each Assignment
Agreement and (c) for each Covered Loan, the relevant documents entered into in connection with
the issuance of such Covered Loan, including without limitation the relevant loan application and
agreement; promissory note; escrow agreement; beneficiary pledge agreement; assignment of life
insurance policy as collateral; guaranty; trust disclosure statement,
representations and warranties, and consent; authorization and direction to provide death
certificate; limited specific power of attorney; authorization forms for use and disclosure of
health information; brokers rights of agent; limited power of attorney; hold harmless agreement;
insured disclosure statement, representations and warranties, and consent; representations,
warranties and covenants of agent; single case agreement; contact form, notifier letter, assignment
of beneficial interest; fee agreement and the form of trust or model trust provisions, in each case
in the form provided to the Insurer on the Effective Date.



“Loan State” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



“Loan State Local Counsel Questions” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR






8









 







CONFIDENTIAL TREATMENT].



“Local Counsel Opinion” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]..



“Losses” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT].



“LPIC Insurers” and “LPIC Insurer” shall have the meaning set forth
in Preamble. 



“Master Participation Agreement” shall have the meaning set
forth in the Preamble.



“Non-Corporate Trustee” means any trustee or co-trustee of a Retail Borrower other
than a Corporate Trustee.



“Non-material Modification” [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



“PFSC” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



“Policy” shall have the meaning set forth in Preamble.



“Policy State” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



“Policy State Local Counsel Questions” [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



“Reimbursable Loss” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



“Servicer” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT].



“Services and Remarketing Agreement” [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



“USA Patriot Act” [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].



“We” or the “Company” shall have the meaning set forth in Preamble.





	13.	 	Assignment. This Letter Agreement may not be assigned by any party without the
prior written consent of each other party hereto, which consent shall not be




9









 






	 	 	unreasonably withheld, conditioned or delayed; provided, that the Insurer may assign this Letter
Agreement, without the need to obtain the prior written consent of the Company or the Contingent
LPIC Insurer, to any entity to whom the Insurer assigns the Policy and the
Contingent Insurer may assign this Letter Agreement, without the need to obtain the prior
written consent of the Company or the Insurer, to any entity to whom the Contingent
Insurer assigns the Contingent Policy.





[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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     Please confirm that the foregoing correctly sets forth the terms of our agreement by
executing this Letter Agreement and returning it to us.



	 	 	 	 	 	 	 

	 	 	Sincerely,	 	 
	 
	 	 	 	 	 	 
	 	 	IMPERIAL HOLDINGS LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

	 	 
	 

	 	Title:
	 	 

	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 

	AGREED TO AND ACCEPTED BY:	 	 
	 
	 	 	 	 
	LEXINGTON INSURANCE COMPANY	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	NATIONAL FIRE & MARINE

INSURANCE COMPANY	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	Name:

	 	 

	 	 
	Title:

	 	 

	 	 
	 

	 	 

	 	 






Signature Page to Letter Agreement







 









 








EXHIBIT A




COPY OF POLICY



Exhibit A to this Agreement has been omitted in its entirety pursuant to a request for confidential treatment.

An unredacted copy hereof has been filed separately with the United States Securities and Exchange

Commission pursuant to a request for confidential treatment.








 









 








EXHIBIT B




COPY OF CONTINGENT POLICY



Exhibit B to this Agreement has been omitted in its entirety pursuant to a request for confidential treatment.

An unredacted copy hereof has been filed separately with the United States Securities and Exchange

Commission pursuant to a request for confidential treatment.








 









 








EXHIBIT C




Local Counsel Opinion Questions

(Loan State)



Exhibit C to this Agreement has been omitted in its entirety pursuant to a request

for confidential treatment. An unredacted copy hereof has been filed separately

with the United States Securities and Exchange Commission pursuant to a request

for confidential treatment.








 









 








EXHIBIT D




Local Counsel Opinion Questions

(Policy State)



1. Exhibit D to this Agreement has been omitted in its entirety pursuant to a

request for confidential treatment. An unredacted copy hereof has been filed

separately with the United States Securities and Exchange Commission pursuant to

a request for confidential treatment.