exv10w25





Exhibit 10.25



Lexington Insurance Company

c/o Risk Finance Division

180 Maiden Lane, 19th Floor

New York, NY 10038




September 30, 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 Lender Protection Insurance Policies issued by us to Imperial entities and the
confidentiality and/or consent provisions in the Letter Agreements relating thereto:





	 	1.	 	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 September 30, 2010, 11:41 a.m. e-mail from John
Wolfel (the “Proposed Registration Statement”), and
	 
	 	2.	 	We hereby consent to the redacted versions of the following exhibits to the
Proposed Registration Statement as provided to us by way of that certain September 30,
2010, 11:41 a.m. e-mail from John Wolfel solely to the extent that the confidential
treatment and related redaction of such exhibits as submitted to us by way of such
e-mail has been granted by the Securities and Exchange Commission:






	 	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,
and
	 
	 	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 applies only with respect to the Proposed Registration Statement and the
Proposed Redacted Exhibits 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. 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




 









 








Imperial Holdings, LLC

September 30, 2010

Page 2

 




other party, 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

September 30, 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

September 30, 2010

Page 4

 




	 	 	 	 	 
	 	LEXINGTON INSURANCE COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 

	ACKNOWLEDGE AND AGREED:	 	 
	IMPERIAL HOLDINGS, LLC	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title: