exv10w8





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



Exhibit 10.8




Execution Copy




OMNIBUS CLAIMS SETTLEMENT AGREEMENT




Dated as of September 8, 2010



by and between



IMPERIAL PFC FINANCING, LLC



and



LEXINGTON INSURANCE COMPANY



 









 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE I DEFINITIONS; CERTAIN TERMS	 	 	1	 
	 
	 	 	 	 	 	 
	Section 1.01

	 	Definitions
	 	 	1	 
	Section 1.02

	 	Terms Generally
	 	 	23	 
	Section 1.03

	 	Accounting and Other Terms
	 	 	23	 
	Section 1.04

	 	Time References
	 	 	23	 
	 
	 	 	 	 	 	 
	ARTICLE II COMMUTATION	 	 	24	 
	 
	 	 	 	 	 	 
	Section 2.01

	 	Termination, Release and Discharge
	 	 	24	 
	Section 2.02

	 	Payment of Settlement Amount
	 	 	24	 
	 
	 	 	 	 	 	 
	ARTICLE III APPLICATION OF PAYMENTS; FINANCINGS	 	 	25	 
	 
	 	 	 	 	 	 
	Section 3.01

	 	Outstanding Reimbursement Amount
	 	 	25	 
	Section 3.02

	 	Application of Payments
	 	 	25	 
	Section 3.03

	 	Financing
	 	 	26	 
	 
	 	 	 	 	 	 
	ARTICLE IV INTEREST, FEES AND PAYMENTS	 	 	26	 
	 
	 	 	 	 	 	 
	Section 4.01

	 	Interest
	 	 	26	 
	Section 4.02

	 	Audit and Collateral Monitoring Fees
	 	 	27	 
	Section 4.03

	 	Payments; Computations and Statements
	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE V CONDITIONS PRECEDENT	 	 	28	 
	 
	 	 	 	 	 	 
	Section 5.01

	 	Conditions Precedent to Effectiveness
	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE VI REPRESENTATIONS AND WARRANTIES	 	 	35	 
	 
	 	 	 	 	 	 
	Section 6.01

	 	Representations and Warranties
	 	 	35	 
	 
	 	 	 	 	 	 
	ARTICLE VII COVENANTS OF IMPERIAL PFC	 	 	45	 
	 
	 	 	 	 	 	 
	Section 7.01

	 	Affirmative Covenants
	 	 	45	 
	Section 7.02

	 	Negative Covenants
	 	 	55	 






-i-









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	 
	 	 	 	 	 	 
	ARTICLE VIII MANAGEMENT, COLLECTION AND STATUS OF COLLATERAL	 	 	61	 
	 
	 	 	 	 	 	 
	Section 8.01

	 	Collections; Management of Collateral
	 	 	61	 
	Section 8.02

	 	Collateral Custodian
	 	 	63	 
	Section 8.03

	 	Assistance and Cooperation
	 	 	63	 
	Section 8.04

	 	Advances
	 	 	64	 
	Section 8.05

	 	Subrogation and Recovery
	 	 	65	 
	 
	 	 	 	 	 	 
	ARTICLE IX EVENTS OF DEFULT	 	 	65	 
	 
	 	 	 	 	 	 
	Section 9.01

	 	Events of Default
	 	 	65	 
	 
	 	 	 	 	 	 
	ARTICLE X SERVICER TERMINATION EVENTS	 	 	69	 
	 
	 	 	 	 	 	 
	Section 10.01

	 	Servicer Termination Event
	 	 	69	 
	 
	 	 	 	 	 	 
	ARTICLE XI MISCELLANEOUS	 	 	70	 
	 
	 	 	 	 	 	 
	Section 11.01

	 	Notices, Etc.
	 	 	70	 
	Section 11.02

	 	Amendments, Etc.
	 	 	71	 
	Section 11.03

	 	No Waiver; Remedies, Etc.
	 	 	71	 
	Section 11.04

	 	Expenses; Taxes
	 	 	71	 
	Section 11.05

	 	Right of Set-off
	 	 	72	 
	Section 11.06

	 	Severability
	 	 	72	 
	Section 11.07

	 	Assignments and Participations
	 	 	72	 
	Section 11.08

	 	Counterparts
	 	 	72	 
	Section 11.09

	 	GOVERNING LAW
	 	 	72	 
	Section 11.10

	 	CONSENT TO JURISDICTION; SERVICE OF PROCESS
AND VENUE
	 	 	73	 
	Section 11.11

	 	WAIVER OF JURY TRIAL, ETC.
	 	 	73	 
	Section 11.12

	 	Consent by Lexington
	 	 	74	 
	Section 11.13

	 	No Party Deemed Drafter
	 	 	74	 
	Section 11.14

	 	Reinstatement; Certain Payments
	 	 	74	 
	Section 11.15

	 	Indemnification
	 	 	74	 
	Section 11.16

	 	Records
	 	 	75	 






-ii-









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	Page
	Section 11.17

	 	Binding Effect
	 	 	75	 
	Section 11.18

	 	Interest
	 	 	75	 
	Section 11.19

	 	Confidentiality
	 	 	76	 
	Section 11.20

	 	Public Disclosure
	 	 	77	 
	Section 11.21

	 	Integration
	 	 	77	 
	Section 11.22

	 	USA PATRIOT Act
	 	 	77	 






-iii-









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



SCHEDULE AND EXHIBITS




	 	 	 

	Schedule 1.01(A)

	 	Applicable Non-Licensed States
	Schedule 1.01(B)

	 	Applicable Licensed States
	Schedule 1.01(C)

	 	Loan Schedule
	Schedule 6.01(e)

	 	Capitalization
	Schedule 6.01(r)

	 	Insurance
	Schedule 6.01(t)

	 	Bank Accounts
	Schedule 6.01(u)

	 	Intellectual Property
	Schedule 6.01(v)

	 	Material Contracts
	Schedule 6.01(aa)

	 	Name; Jurisdiction of Organization; Organizational ID
Number; Chief Place of Business; Chief Executive
Office; FEIN
	Schedule 6.01(bb)

	 	Collateral Locations
	Schedule 6.01(xx)

	 	Organizational Chart
	Schedule 6.01(aaa)

	 	Insurance Premium Loans
	Schedule 8.01

	 	Cash Management Bank and Collection Account






	 	 	 

	Exhibit A

	 	Form of Security Agreement
	Exhibit B

	 	Form of Individual Guaranty
	Exhibit C

	 	Form of Guarantor Security Agreement
	Exhibit D

	 	Loan Documentation Package
	Exhibit E

	 	Form of Acknowledgement Letter — Restricted (Blocked) Account Agreement
	Exhibit F

	 	Form of Release and Reimbursement Letter Agreement
	Exhibit G

	 	Form of Payoff Letter
	Exhibit H

	 	Form of Amended and Restated Servicing Agreement
	Exhibit I

	 	Form of Amended and Restated Limited Liability Company Agreement
	Exhibit J

	 	Form of Master Participation Agreement Letter Amendment
	Exhibit K

	 	Form of Insurance Premium Loan Sale and Assignment Agreements Letter Amendment
	Exhibit L

	 	Form of Acknowledgement Letter — Backup Servicing Agreement
	Exhibit M

	 	Form of Termination Direction Letter
	Exhibit N

	 	Form of Action by Unanimous Written Consent of the Board of Directors of
Imperial PFC
	Exhibit O

	 	Form of Trust Agreement
	Exhibit P

	 	Form of Written Consent of the Sole Member of Imperial PFC
	Exhibit Q

	 	Form of Remarketing Agreement Letter Amendment
	Exhibit R

	 	Form of Acknowledgement Letter Relating to the Escrow Agreements







-iv-












 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



OMNIBUS CLAIMS SETTLEMENT AGREEMENT




          This Omnibus Claims Settlement Agreement is made as of September 8, 2010 by and between
Imperial PFC Financing, LLC, an Illinois limited liability company (including its successors and
permitted assigns hereunder, “Imperial PFC”), and Lexington Insurance Company, a Delaware
insurance company (including its successors and permitted assigns hereunder, “Lexington”).




RECITALS




     WHEREAS, the Financing Agreement, dated as of August 7, 2008 (as amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, the “Financing
Agreement”), was entered into by and between Imperial PFC, as borrower, and Ableco Finance LLC,
a Delaware limited liability company (“Ableco”), pursuant to which Imperial PFC obtained
financing from the lenders party thereto to purchase retail premium finance loans or participations
therein from the Originator (as defined below);



     WHEREAS, in connection with the purchase by Imperial PFC of the retail premium finance loans
or participations therein, Lexington issued a Lender Protection Insurance Policy (Policy No.
7113481) to Imperial PFC (such policy along with any coverage certificates issued thereunder, as
amended, supplemented or otherwise modified from time to time in accordance with the terms thereof,
the “LPIC Policy”); and



     WHEREAS, each of the parties hereto desires to (i) fully and finally settle and commute all
obligations and liabilities, known and unknown, of Lexington under the LPIC Policy (the “LPIC
Settlement”), (ii) use the settlement amount to be paid by Lexington to Imperial PFC in
connection with such LPIC Settlement to prepay, in full, Imperial PFC’s obligations to Ableco and
the lenders under the Financing Agreement, to reimburse, in full, the Originator for the
third-party fees and expenses paid by the Originator on behalf of Imperial PFC and to make
distributions and payments to or for the benefit of the Equity Guarantor and (iii) set forth herein
each party’s rights and obligations with respect to the Collateral (as defined below), the other
party hereto and otherwise.



     NOW THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, the parties hereto agree as follows:



ARTICLE I




DEFINITIONS; CERTAIN TERMS



     Section 1.01 Definitions. As used in this Agreement, the following terms
shall have the respective meanings indicated below, such meanings to be applicable equally to both
the singular and plural forms of such terms:



     “Ableco” has the meaning specified therefor in the recitals hereto.



     “Acknowledgement Letter Agreements” means the letter agreements, dated as of the date
hereof, entered into (i) by and between SunTrust Bank and Imperial PFC, substantially



 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



in the form of Exhibit E, (ii) by and among Wells Fargo Bank, N.A., Imperial PFC and
the Originator, substantially in the form of Exhibit L and (iii) by the Bank of
Utah—Corporate Trust Services, substantially in the form of Exhibit R.




          “Action” has the meaning specified therefor in Section 11.12.




          “Advances” has the meaning specified therefor in Section 8.04.




          “Affiliate” means, with respect to any Person, any other Person that directly or
indirectly through one or more intermediaries, controls, is controlled by, or is under common
control with, such Person. For purposes of this definition, “control” of a Person means the power,
directly or indirectly, either to (a) vote 10% or more of the Equity Interests having ordinary
voting power for the election of members of the Board of Directors of such Person or (b) direct or
cause the direction of the management and policies of such Person whether by contract or otherwise.




          “Agreement” means this Omnibus Claims Settlement Agreement, including all amendments,
modifications and supplements and any exhibits or schedules to any of the foregoing, and shall
refer to the Agreement as the same may be in effect at the time such reference becomes operative.




          “Amended and Restated Limited Liability Company Agreement” means the Amended and
Restated Limited Liability Company Agreement of Imperial PFC, dated as of the date hereof,
substantially in the form of Exhibit I.




          “Amended and Restated Servicing Agreement” means the Amended and Restated Servicing
Agreement, dated as of the date hereof, by and between the Initial Servicer and Imperial PFC,
substantially in the form of Exhibit H.




          “Anti-Terrorism Laws” means any laws relating to terrorism or money laundering,
including Executive Order No. 13224, the USA PATRIOT Act, the laws comprising or implementing the
Bank Secrecy Act, and the laws administered by the United States Treasury Department’s Office of
Foreign Assets Control (as any of the foregoing laws may from time to time be amended, renewed,
extended, or replaced).




          “Applicable Licensed State” means each State within the United States wherein the
Originator is duly licensed and authorized by all applicable law to originate life insurance
premium loans and otherwise conduct the business and activities related thereto and as contemplated
by the Settlement Documents and the Transaction Documents. Each Applicable Licensed State on the
Effective Date is listed on Schedule 1.01(B) attached hereto.




          “Applicable Non-Licensed State” means each State within the United States wherein the
Originator is not required to be duly licensed and authorized by all applicable law to originate
life insurance premium loans and otherwise conduct the business and activities related thereto and
as contemplated by the Settlement Documents and the Transaction Documents. Each Applicable
Non-Licensed State on the Effective Date is listed on Schedule 1.01(A) attached hereto.







-2-









 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




          “Authorized Officer” means, with respect to any Person, the chief executive officer,
chief financial officer, or president of such Person.




          “Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. § 101, et
seq.), as amended, and any successor statute.




          “Blocked Person” has the meaning assigned to such term in Section 6.01(dd).




          “Board” means the Board of Governors of the Federal Reserve System of the United
States.




          “Board of Directors” means, (i) with respect to any corporation, the board of
directors of the corporation or any committee thereof duly authorized to act on behalf of such
board, (iii) with respect to a partnership, the board of directors of the general partner of the
partnership, (iii) with respect to a limited liability company, the managing member or members or
any controlling committee or board of directors of such company or the sole member or the managing
member thereof, and (iv) with respect to any other Person, the board or committee of such Person
serving a similar function.




          “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required to close.




          “Capital Expenditures” means, with respect to any Person for any period, the sum of
(i) the aggregate of all expenditures by such Person and its Subsidiaries during such period that
in accordance with GAAP are or should be included in “property, plant and equipment” or in a
similar fixed asset account on its balance sheet, whether such expenditures are paid in cash or
financed and including all Capitalized Lease Obligations paid or payable during such period, and
(ii) to the extent not covered by clause (i) above, the aggregate of all expenditures by such
Person and its Subsidiaries during such period to acquire by purchase or otherwise the business or
fixed assets of, or the Equity Interests of, any other Person.




          “Capitalized Lease” means, with respect to any Person, any lease of real or personal
property by such Person as lessee which is (i) required under GAAP to be capitalized on the balance
sheet of such Person or (ii) a transaction of a type commonly known as a “synthetic lease” (i.e. a
lease transaction that is treated as an operating lease for accounting purposes but with respect to
which payments of rent are intended to be treated as payments of principal and interest on a loan
for Federal income tax purposes).




          “Capitalized Lease Obligations” means, with respect to any Person, obligations of such
Person and its Subsidiaries under Capitalized Leases, and, for purposes hereof, the amount of any
such obligation shall be the capitalized amount thereof determined in accordance with GAAP.




          “Cash Management Agreement” means a deposit account control agreement, in form and
substance reasonably satisfactory to Lexington, by and among Lexington, Imperial PFC and the Cash
Management Bank.




          “Cash Management Bank” has the meaning specified therefor in Section 8.01(a).







-3-









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.





          “Change of Control” means each occurrence of any of the following:




               (a) Imperial or Affiliates of Imperial cease beneficially and of record to own, directly or
indirectly, 100% of the aggregate outstanding voting power of the Equity Interests of the
Originator and Imperial PFC free and clear of any Lien other than a Permitted Lien;



               (b) any sale, exchange, lease or transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of Imperial PFC or the Originator;



               (c) during any period of two consecutive years, individuals who at the beginning of such
period constituted the Board of Directors of Imperial PFC (together with any new directors whose
election by such Board of Directors or whose nomination for election by the shareholders of
Imperial PFC was approved by a vote of at least a majority the directors of Imperial PFC then still
in office who were either directors at the beginning of such period, or whose election or
nomination for election was previously approved) cease for any reason to constitute a majority of
the Board of Directors of Imperial PFC;



          (d) (i) any of Imperial PFC or the Originator consolidates or amalgamates with or merges into
another entity, or (ii) any entity consolidates or amalgamates with or merges into any of Imperial
PFC or the Originator in a transaction pursuant to which the outstanding voting Equity Interests of
such Person is reclassified or changed into or exchanged for cash, securities or other property,
other than any such transaction described in this clause (ii) in which either (A) in the case of
any such transaction involving the Originator, no person or group (within the meaning of Section
13(d)(3) of the Exchange Act) other than the Person holding a majority of the aggregate outstanding
voting Equity Interests of the Originator prior to such transaction has, directly or indirectly,
acquired beneficial ownership of more than a majority of the aggregate outstanding voting Equity
Interests of such Person or (B) in the case of any such transaction involving Imperial PFC,
Imperial has, or Affiliates of Imperial have, beneficial ownership of 100% of the aggregate voting
power of all Equity Interests of the resulting, surviving or transferee entity; or




          (e) either Jonathan Neuman or Antony Mitchell shall cease to be involved in the day to day
operations and management of the business of the Originator and/or Imperial PFC, and a successor
reasonably acceptable to Lexington is not appointed on terms reasonably acceptable to Lexington
within thirty (30) days of such cessation of involvement.




          “Collateral” means all of the property and assets and all interests therein and
proceeds thereof now owned or hereafter acquired by any Person upon which a Lien is granted or
purported to be granted by such Person as security for all or any part of the Obligations.




          “Collateral Agency Agreement” means the Collateral Agency Agreement, dated as of the
date hereof, among the Originator, Imperial PFC, the Insurance Collateral Agent and Lexington, as
such agreement may be amended, supplemented or otherwise modified from time to time in accordance
with this Agreement.




          “Collection Account” means that certain bank account, referred to as the “Imperial PFC
Financing, LLC Collection Account” and pledged pursuant to the Security Agreement,






-4-









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




maintained at the Cash Management Bank, for the purpose of receiving Collections and which is
subject to the Cash Management Agreement, or with respect to which a security interest has
otherwise been created and perfected in a manner acceptable to Lexington.




          “Collections” means, with respect to any Insurance Premium Loan, all funds (a) that
are received by the Servicer, the Originator, Imperial PFC, the Insurance Collateral Agent, any of
their Affiliates or any other Person on their behalf, from or on behalf of the related Premium
Finance Borrowers in payment or repayment of any amounts owed to the Originator and/or Imperial PFC
(including, without limitation, principal, finance charges, interest, prepayment fees, termination
fees, prepayments by any Premium Finance Borrower and all other amounts and charges) in respect of
such Insurance Premium Loan or the related Life Insurance Policy (whether held directly or
indirectly through a trust, securities intermediary or otherwise), (b) applied to such amounts owed
by such Premium Finance Borrowers (including, without limitation, as a result of the sale or other
disposition of, or receipt of death benefits in connection with, the related Life Insurance Policy
(whether held directly or indirectly through a trust, securities intermediary or otherwise)
securing such Insurance Premium Loan or other collateral or property of the Premium Finance
Borrower or any other party directly or indirectly liable for payment of such Insurance Premium
Loan and available to be applied thereon), (c) that are received by Servicer, the Originator,
Imperial PFC, the Insurance Collateral Agent, any of their Affiliates or any other Person on their
behalf, from or on behalf of the related Premium Finance Borrowers in payment of amounts refunded
by the Insurance Provider in respect of premiums, and (d) any and all other collections or proceeds
received on or in respect of the sale, disposition, repayment, prepayment, or otherwise in
connection with any such Insurance Premium Loan and/or the related Life Insurance Policy (whether
held directly or indirectly through a trust, securities intermediary or otherwise) (including,
without limitation, all principal or interest payments, sale or purchase price payments, and all
broker, agent and other fees received by or payable to the Servicer, the Originator, Imperial PFC,
the Insurance Collateral Agent, any of their Affiliates or any other Person on their behalf, in
connection with such sale, disposition or otherwise, together with all amounts, if any, payable in
respect thereof and maintained in or distributed from any escrow or similar account).




          “Confidential Information” has the meaning specified therefor in Section 11.19.




          “Contingent Obligation” means, with respect to any Person, any obligation of such
Person guaranteeing or intended to guarantee any Indebtedness, leases, dividends or other
obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including, without limitation, (i) the direct or indirect guaranty,
endorsement (other than for collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the obligation of a primary
obligor, (ii) the obligation to make take-or-pay or similar payments, if required, regardless of
nonperformance by any other party or parties to an agreement, (iii) any obligation of such Person,
whether or not contingent, (A) to purchase any such primary obligation or any property constituting
direct or indirect security therefor, (B) to advance or supply funds (1) for the purchase or
payment of any such primary obligation or (2) to maintain working capital or equity capital of the
primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (C) to
purchase property, assets, securities or services primarily for the purpose of assuring the owner
of any such primary obligation of the ability of the primary obligor to make






-5-









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




payment of such primary obligation or (D) otherwise to assure or hold harmless the holder of
such primary obligation against loss in respect thereof; provided, however, that
the term “Contingent Obligation” shall not include any product warranties extended in the ordinary
course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal
to the stated or determinable amount of the primary obligation with respect to which such
Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which
such Person may be liable pursuant to the terms of the instrument evidencing such Contingent
Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability with
respect thereto (assuming such Person is required to perform thereunder), as determined by such
Person in good faith.




          “Contractual Obligation” means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.




          “Credit Party” means Imperial PFC, any Individual Guarantor and the Equity Guarantor.




          “Default” means an event which, with the giving of notice or the lapse of time or
both, would constitute an Event of Default.




          “Disposition” means any transaction, or series of related transactions, pursuant to
which any Person or any of its Subsidiaries sells, assigns, transfers or otherwise disposes of any
property or assets (whether now owned or hereafter acquired) to any other Person, in each case,
whether or not the consideration therefor consists of cash, securities or other assets owned by the
acquiring Person.




          “Dollar,” “Dollars” and the symbol “$” each means lawful money of the
United States of America.




          “Effective Date” means the date, on or before September 8, 2010, on which all of the
conditions precedent set forth in Section 5.01 are satisfied or waived.




          “Effective Date Balance Sheet” has the meaning specified therefor in Section
5.01(b)(xxxiii).




          “Eligible Insurance Premium Loan” means an Insurance Premium Loan:




               (a) that
(i) accrues interest at a per annum rate of not
less than [*]%, (ii)
that has an Origination Fee of (x) not less than [*]% and (y) not greater than [*]% (in either case,
multiplied by the maximum principal balance of the Insurance Premium Loan), (iii) permits the
pass-through, directly or indirectly, of the premiums payable to Lexington in respect of such
Insurance Premium Loan (for avoidance of doubt, an indirect pass-through which includes adding the
premiums to the amount of the Origination Fee is permissible) and (iv) if repaid or prepaid prior
to the applicable maturity thereof and not as a result of the death of the Underlying Life,
requires, to the extent permitted by applicable law, the payment of a yield maintenance fee
designed to capture the yield spread between the interest rate payable under the Insurance Premium
Loan (absent repayment or prepayment) and the interest rate receivable on U.S.



-6-









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



government obligations having maturities closely matching the original maturity date of the
related Insurance Premium Loan; provided, that such yield maintenance fee does not result
in the Premium Finance Borrower paying more than it would have paid in full satisfaction of such
Insurance Premium Loan at the original maturity date of such Insurance Premium Loan;




               (b) for which the Underlying Life is a United States resident or has a United States social
security number and is not an Affiliate or employee of the Originator, Imperial PFC or any of their
Affiliates;



               (c) the assignment of which (or any interest therein) to Imperial PFC or Lexington does not
contravene or conflict with any law, rule or regulation or any contractual or other restriction,
limitation or encumbrance, and the sale or assignment of which to Imperial PFC or Lexington does
not require the consent of the Premium Finance Borrower thereof;



               (d) that is denominated and payable only in Dollars;



               (e) that is in full force and effect and constitutes the legal, valid and binding obligation
of the Premium Finance Borrower of such Insurance Premium Loan enforceable against such Premium
Finance Borrower in accordance with its terms and is not subject to any dispute, offset,
counterclaim or defense whatsoever;



               (f) that does not, and the origination thereof did not, contravene any laws, rules or
regulations applicable thereto (including, without limitation, laws, rules and regulations relating
to usury, truth in lending, fair credit billing, fair credit reporting, equal credit opportunity,
fair debt collection practices and privacy) and with respect to which, no party thereto is in
violation of any such law, rule or regulation if such violation would impair the collectability of
such Insurance Premium Loan or any related security (including the applicable Life Insurance
Policy);



               (g) as to which the Insurance Collateral Agent’s (for the benefit of Lexington) and/or
Lexington’s first priority security interest in such Insurance Premium Loan has been perfected
under the applicable UCC and other applicable laws;



               (h) as to which Lexington or the Insurance Collateral Agent shall be in possession of the
original of such Insurance Premium Loan and all other items in the Loan Documentation Package with
respect thereto;



               (i) the principal balance of which plus anticipated finance charges through maturity,
including origination fees, totals at least $[*], but is not in excess of $[*];



               (j) that has a term to maturity of no greater than [*] calendar months from the date of
origination thereof;



               (k) as to which the issuing insurance company of the related Life Insurance Policy is
organized in the United States or any State and licensed by the United States or any State;



-7-









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



               (l) as to which all documents within the related Loan Documentation Package are, by their
terms, governed by the laws of one or more Applicable Licensed States or Applicable Non-Licensed
States and the related Premium Finance Borrower and irrevocable life insurance trust are, in each
case, duly organized and existing under the laws of one or more Applicable Licensed States or
Applicable Non-Licensed States;



               (m) which is evidenced by a Note and Security Agreement, collateral assignment and other
documents in the related Loan Documentation Package substantially in the form of Exhibit D;



               (n) for which the related Premium Finance Borrower (or if the Premium Finance Borrower is a
trust, then the grantor, settlor, or beneficiary thereof), or the life covered by the insurance, or
the spouse or beneficiary of such life, must be (i) a Code Section 501(c)(3) corporation or similar
business trust or partnership with assets in excess of $[*] and that is organized in an
Applicable Licensed State or Applicable Non-Licensed State, (ii) a natural person or spouses whose
net worth exceeds $[*], or (iii) (a) a natural person whose net income exceeded $[*] in
the last two years or (b) spouses with joint income exceeding $[*] in the last two years, in
either case, with a reasonable expectation of reaching that level in the current year;



               (o) as to which the aggregate face amounts of Life Insurance Policies securing such loan shall
be denominated and payable in Dollars and not be less than $[*] and shall not exceed $[*];



               (p) for which (1) the Insurance Collateral Agent shall have received a collateral assignment
of the related Life Insurance Policy (which assignment shall be made as contemplated by the Loan
Documentation Package and shall be free and clear of all adverse claims) or (2) the Originator
shall have received a pledge of the beneficial interest of the Premium Finance Borrower for the
benefit of Imperial PFC, and the related Premium Finance Borrower shall have been instructed, and
shall have agreed, to make payments with respect thereto to the Collection Account;



               (q) as to which the applicable insured, on the date of the issuance of the Life Insurance
Policy with respect to such Insurance Premium Loan, had, to the best of Imperial PFC’s Knowledge, a
minimum net worth of at least $[*] and must be at least [*] years old on the maturity date of
the related Insurance Premium Loan;



               (r) the related Life Insurance Policy with respect to such Insurance Premium Loan is any form
or blend of coverage provided that a term policy has a term conversion privilege;



               (s) as to which the owner of the related Life Insurance Policy with respect to such Insurance
Premium Loan and the related Premium Finance Borrower had an insurable interest in the life of the
applicable insured at the time such Life Insurance Policy was issued and delivered by the issuing
insurance company and became effective on the date such Insurance Premium Loan was made;



-8-









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



               (t) for which Imperial PFC, the Originator or any of their Affiliates have not previously (i)
provided an insurance premium loan or similar product to the Premium Finance Borrower or (ii)
financed a Life Insurance Policy on the same Underlying Life, except pursuant to a series of
related transactions on the same Underlying Life, but excluding any Insurance Premium Loan that
refinances another Insurance Premium Loan;



               (u) for which the related Premium Finance Borrower must be a trust that has either (i) an
institutional trustee or financial institution that was approved in accordance with the terms of
the Financing Agreement or (ii) a Non-Corporate Trustee, as trustee or co-trustee under the related
Trust Agreement and such Trust Agreement has not been amended, supplemented or otherwise modified
after the making of the related Insurance Premium Loan without the consent of Lexington;



               (v) for which the premium with respect to the related Life Insurance Policy shall have either
(i) been paid to the applicable Insurance Provider or (ii) placed into escrow under the Trust
Agreement pursuant to escrow arrangements, in each case, in an amount believed at the time the
Insurance Premium Loan was made to be sufficient to result in such Life Insurance Policy remaining
continuously in effect through the [*] ([*]th) day after the Insurance Premium Loan Maturity
Date; and



               (w) that satisfies all terms and conditions set forth in the Master Participation Agreement
and/or an Insurance Premium Loan Sale and Assignment Agreement.



          “Equity Guarantor” means Imperial Premium Finance, LLC, a Florida limited liability
company, which owns 100% of the Equity Interests of Imperial PFC.




          “Equity Interest” means (a) with respect to any Person that is a corporation, any and
all shares, interests, participations or other equivalents (however designated and whether or not
voting) of corporate stock, and (b) with respect to any Person that is not a corporation, any and
all partnership, membership or other equity interests of such Person.




          “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any
successor statute of similar import, and regulations thereunder, in each case, as in effect from
time to time. References to sections of ERISA shall be construed also to refer to any successor
sections.




          “Escrow Agreement” means an Escrow Agreement, by and among a Non-Corporate Trustee or
a financial institution, a Premium Finance Borrower and the Originator, as the same may be amended,
amended and restated, supplemented or otherwise modified from time to time in accordance with this
Agreement.




          “Event of Default” means any of the events set forth in Section 9.01.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Executive Order No. 13224” means the Executive Order No. 13224 on Terrorist
Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed,
extended, amended or replaced.







-9-









 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




          “Financial Statements” means (i) the audited consolidated balance sheet of Imperial
and its Subsidiaries for the Fiscal Year ended December 31, 2009, and the related consolidated
statement of operations, shareholders’ equity and cash flows for the Fiscal Year then ended, and
(ii) the unaudited consolidated balance sheet of Imperial and its Subsidiaries for the six (6)
months ended June 30, 2010, and the related consolidated statement of operations, shareholder’s
equity and cash flows for the six (6) months then ended.




          “Financing Agreement” has the meaning specified in the recitals.




          “Fiscal Year” means the fiscal year of Imperial PFC ending on December 31st of each
year.




          “GAAP” means generally accepted accounting principles in effect from time to time in
the United States, applied on a consistent basis.




          “Governing Documents” means, (a) with respect to any corporation, the certificate or
articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with
respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization, and the operating agreement; (c) with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture agreement, declaration or other applicable agreement or documentation evidencing or
otherwise relating to its formation or organization; and (d) with respect to any of the entities
described above, any other agreement, instrument, filing or notice with respect thereto filed in
connection with its formation or organization with the applicable Governmental Authority in the
jurisdiction of its formation or organization.




          “Governmental Authority” means any nation or government, any Federal, state, city,
town, municipality, county, local or other political subdivision thereof or thereto and any
department, commission, board, bureau, instrumentality, agency or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.




          “Guarantor Security Agreement” means a pledge and security agreement made by the
Equity Guarantor in favor of Lexington, substantially in the form of Exhibit C.




          “Hedging Agreement” means any interest rate, foreign currency, commodity or equity
swap, collar, cap, floor or forward rate agreement, or other agreement or arrangement designed to
protect against fluctuations in interest rates or currency, commodity or equity values (including,
without limitation, any option with respect to any of the foregoing and any combination of the
foregoing agreements or arrangements), and any confirmation executed in connection with any such
agreement or arrangement.




          “Imperial” means Imperial Holdings, LLC, a Florida limited liability company.




          “Imperial PFC” has the meaning specified therefor in the preamble hereto.




          “Imperial Prohibited Act” means any of the following:







-10-









 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




     (A) in connection with the issuance of a Life Insurance Policy by an Insurance Provider or the
issuance or maintenance of a loan supported directly or indirectly by a Life Insurance Policy:




	 	(1)	 	and/or for the purpose of encouraging the issuance of or application for such
Life Insurance Policy or a loan supported directly or indirectly by such Life Insurance
Policy, providing any upfront inducement or gift valued in excess of
$[*] or otherwise
in violation of applicable law for the benefit of the Premium Finance Borrower, any
beneficiary of the Premium Finance Borrower and/or the Underlying Life and/or the
spouse or significant other of the Underlying Life; provided, that the conduct
described in the following provisions (a) and (b) shall not constitute an upfront
inducement or gift for purposes of this clause (1) so long as such conduct does not
violate applicable law and does not result in the Premium Finance Borrower being
entitled to amounts (other than any benefit payable by the Insurance Provider in
connection with a related Life Insurance Policy) exceeding any such premium finance
loan and the reimbursed expenses described in (b) of this paragraph: (a) any reasonable
business marketing activity, event or meal conducted by any employee or Relevant
Authorized Officer of the Originator or any Affiliate thereof, any beneficiary of the
Premium Finance Borrower, and/or the Underlying Life and/or the spouse or significant
other of the Underlying Life, and paid for by the Originator or any Affiliate thereof
without any condition that the recipient or beneficiary thereof purchase or finance any
insurance and (b) any reimbursement of expenses incurred by the Premium Finance
Borrower and/or the Underlying Life that relate directly to the issuance of an
Insurance Premium Loan;
	 
	 	(2)	 	causing any portion of the death benefit from such Life Insurance Policy to be
paid to parties other than (a) those with an insurable interest in the Underlying Life,
(b) beneficiaries chosen by the Underlying Life or (c) the Originator in satisfaction
of the related Insurance Premium Loan; provided, that the amount collected by
the Originator may not exceed the outstanding loan principal, together with related
interest and reasonable and customary charges or fees; and provided,
further, that if the aggregate amount of charges and fees with regard to such
Insurance Premium Loan does not exceed [*] percent ([*]%) of the amount of the Insurance
Premium Loan, then such charges and fees shall be considered reasonable and customary
for purposes of this clause (2);
	 
	 	(3)	 	requiring a borrower to sell, assign (other than through a pledge of such Life
Insurance Policy or related beneficial interest of such borrower as collateral and any
foreclosure or liquidation of such loan and related amounts) or settle such Life
Insurance Policy that acts as collateral or penalizing such borrower for not selling,
assigning or settling any such Life Insurance Policy;
	 
	 	(4)	 	(a) requiring a borrower to share or otherwise forfeit any proceeds derived
from the future sale, assignment or settlement of such Life Insurance Policy (other
than through a pledge of such Life Insurance Policy or related beneficial interest of
such borrower as collateral and any foreclosure or liquidation of such collateral to




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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.









	 	 	 	satisfy a loan and related amounts); it being understood that no part of this clause
(a) is intended to allow the use of an interest rate that (i) is not fixed, (ii) is
not correlated to a commercially accepted index or instrument (such as “Libor”,
“prime” or a U.S. Treasury bill) or (iii) may otherwise result in any Person paying
or owing any amount contingent upon the future value or sale price of a Life
Insurance Policy or (b) requiring a borrower to consummate any such sale, assignment
or settlement with a particular agent or settlement company; or
	 
	 	(5)	 	penalizing a borrower for prepaying any such loan other than pursuant to a
market prepayment penalty, make whole premium or early termination fee;
provided, that a prepayment penalty, make whole premium or early termination
fee that (i) is consistent with the “Yield Maintenance Premium” set forth in the
Transaction Documents and in any event (ii) does not result in the borrower paying more
than it would have paid in full satisfaction of the Insurance Premium Loan at maturity,
shall be considered a market prepayment penalty, make whole premium or early
termination fee for purposes of this clause (5);





     or




	 	(B)	 	(1) conduct that, in the reasonable determination of Lexington,
causes a material number of Insurance Premium Loans issued in
any jurisdiction to fail to meet in any material respect the
factual assumptions or conform to the legal advice set forth
in the Local Counsel Opinion most recently obtained by
Imperial PFC or an Affiliate of Imperial PFC with respect to
the laws, rules and regulations of such jurisdiction;
provided, that if Imperial PFC and its Affiliates have taken
reasonable steps to ensure that the Insurance Premium Loans
comply with (i) the facts identified by Imperial PFC or an
Affiliate of Imperial PFC and relied upon by counsel in
giving the legal advice set forth in the Local Counsel
Opinion (other than any such facts identified in the Local
Counsel Opinion as not being in compliance with applicable
law in the relevant state or otherwise contradicted by facts
identified by counsel in such Local Counsel Opinion), (ii)
any facts identified by counsel in the Local Counsel Opinion
that are in addition to the facts identified by Imperial PFC
or an Affiliate of Imperial PFC and that are relied upon by
counsel in giving such legal advice, and (iii) any facts
identified by counsel in the Local Counsel Opinion that
contradict the facts identified by Imperial PFC or an
Affiliate of Imperial PFC and that are relied upon by counsel
in giving such legal advice, then Imperial PFC and its
Affiliates will not be treated as having engaged in conduct
described in this clause (B)(1) in respect of such Insurance
Premium Loans;
	 
	 	(2)	 	failing to take corrective action within [*] ([*]) days of a Relevant
Authorized Officer of Imperial PFC or an Affiliate of Imperial PFC becoming aware that
any conduct undertaken in any jurisdiction by Imperial PFC or any Affiliate of Imperial
PFC as a result of or relating to a Local Counsel Opinion delivered with respect to the
laws, rules or regulations of such jurisdiction (any such conduct so undertaken being,
“Advised Conduct”) was or is, or that there is a substantial likelihood that
such Advised Conduct was or is, not in compliance with any law,




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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.









	 	 	 	rule or regulation then in effect in such jurisdiction (including, without
limitation, as a result of the enactment of a new law, rule or regulation after the
date on which the Local Counsel Opinion (or bring-down thereof) was delivered);
provided, that if (a) Imperial PFC or any Affiliate of Imperial PFC
undertakes any Advised Conduct in a jurisdiction that it believes, in good faith,
complies in all material respects with the facts, circumstances and/or standards set
forth in the most recent Local Counsel Opinion (or bring-down thereof) delivered in
such jurisdiction, (b) a party asserts that such Advised Conduct was or is not in
compliance (for reasons other than the enactment of a new law, rule or regulation
after the date on which such Local Counsel Opinion (or bring-down thereof) was
delivered) with any law, rule or regulation cited or referred to in such Local
Counsel Opinion (or bring-down thereof) and (c) Imperial PFC or any Affiliate of
Imperial PFC is in good faith challenging whether such Advised Conduct was or is not
in compliance with such law, rule or regulation, then a Relevant Authorized Officer
of Imperial PFC or any Affiliate of Imperial PFC (y) until the earlier of the date
of the decision by Imperial PFC or any Affiliate of Imperial PFC, as applicable, to
no longer continue such challenge or a final determination that has been made
regarding the matter, shall not be deemed to be aware that there is a substantial
likelihood that Advised Conduct was or is not in compliance with any such law, rule
or regulation and shall not be required to take corrective action with regard to
such Advised Conduct and (z) shall provide prompt written notice of the existence of
any such challenge, and the facts relating to such challenge, to Lexington (for
purposes of this clause (B)(2), “final determination” shall mean an order of a
court, a decision of an arbitration panel or a non-appealable ruling of an
administrative law tribunal, in each case, with jurisdiction over the matter); or
	 
	 	(3)	 	failing to provide written notice to Lexington within thirty (30) days
following any Relevant Authorized Officer of Imperial PFC or any Affiliate of Imperial
PFC obtaining knowledge that a Prohibited Act or an Imperial Prohibited Act has been
committed.





          “Indebtedness” means, with respect to any Person, without duplication, (i) all
indebtedness of such Person for borrowed money; (ii) all obligations of such Person for the
deferred purchase price of property or services (other than trade payables or other accounts
payable incurred in the ordinary course of such Person’s business and not outstanding for more than
90 days after the date such payable was created); (iii) all obligations of such Person evidenced by
bonds, debentures, notes or other similar instruments or upon which interest payments are
customarily made; (iv) all reimbursement, payment or other obligations and liabilities of such
Person created or arising under any conditional sales or other title retention agreement with
respect to property used and/or acquired by such Person, even though the rights and remedies of the
lessor, seller and/or lender thereunder may be limited to repossession or sale of such property;
(v) all Capitalized Lease Obligations of such Person; (vi) all obligations and liabilities,
contingent or otherwise, of such Person, in respect of letters of credit, acceptances and similar
facilities; (vii) all obligations and liabilities, calculated on a basis satisfactory to Lexington
and in accordance with accepted practice, of such Person under Hedging Agreements; (viii) all
monetary obligations under any receivables factoring, receivable sales or similar transactions and
all monetary obligations under any synthetic lease, tax ownership/operating






-13-









 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



lease, off-balance sheet financing or similar financing; (ix) all Contingent Obligations; and
(x) all obligations referred to in clauses (i) through (ix) of this definition of another Person
secured by (or for which the holder of such Indebtedness has an existing right, contingent or
otherwise, to be secured by) a Lien upon property owned by such Person, even though such Person has
not assumed or become liable for the payment of such Indebtedness. The Indebtedness of any Person
shall include the Indebtedness of any partnership of or joint venture in which such Person is a
general partner or a joint venturer. Without limiting the foregoing, it is understood and agreed
by the parties that the Indebtedness of Imperial PFC includes the Outstanding Reimbursement Amount.




          “Indemnified Matters” has the meaning specified therefor in Section 11.15.




          “Indemnitees” has the meaning specified therefor in Section 11.15.




          “Independent Manager” has the meaning specified therefor in Section 7.02(p)(xi).




          “Individual Guarantor” means each of Jonathan Neuman and Antony Mitchell.




          “Individual Guaranty” means each guaranty, substantially in the form of Exhibit B,
made by an Individual Guarantor in favor of Lexington.




          “Initial Servicer” means Portfolio Financial Servicing Company, a Delaware
corporation.




          “Initial Servicing Agreement” means the Servicing Agreement, dated as of August 7,
2008, by and between the Initial Servicer and Imperial PFC, as the same may be amended, amended and
restated, supplemented or otherwise modified from time to time in accordance with this Agreement.




          “Insolvency Proceeding” means any proceeding commenced by or against any Person under
any provision of the Bankruptcy Code or under any other bankruptcy or insolvency law, assignments
for the benefit of creditors, formal or informal moratoria, compositions or extensions generally
with creditors, or proceedings seeking reorganization, arrangement or other similar relief.




          “Insurance Collateral Agent” means Portfolio Financial Servicing Company, a Delaware
corporation, in its capacity as collateral agent under the Collateral Agency Agreement, together
with its successors and permitted assigns in such capacity.




          “Insurance Premium Loan” means each loan made by the Originator in connection with the
transactions contemplated by the Transaction Documents, evidenced by a Note and Security Agreement
and the other documents in the Loan Documentation Package and secured by one or more Life Insurance
Policies or all of the beneficial interest of the related Premium Finance Borrower.




          “Insurance Premium Loan Maturity Date” means, with respect to an Insurance Premium
Loan, the date specified in the related Note and Security Agreement as the date on






-14-









 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.





which all outstanding interest and principal thereon is due and payable from the Premium
Finance Borrower to the Originator and/or Imperial PFC (or its assigns).




          “Insurance Premium Loan Sale and Assignment Agreement” means each sale and assignment
agreement by and between the Originator and Imperial PFC, pursuant to which Imperial PFC purchased
Eligible Insurance Premium Loans originated by the Originator in the Applicable Non-Licensed
States, as the same may be amended, amended and restated, supplemented or otherwise modified from
time to time.




          “Insurance Premium Loan Sale and Assignment Agreements Letter Amendment” means the
letter agreement, dated as of the date hereof, entered into by and among Imperial PFC and the
Originator relating to the Insurance Premium Loan Sale and Assignment Agreements, substantially in
the form of Exhibit K.




          “Insurance Provider” means, with respect to a Life Insurance Policy, the insurance
company issuing such policy.




          “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended (or any
successor statute thereto) and the regulations thereunder.




          “Knowledge” means, with respect to Imperial PFC, the actual knowledge of any
Individual Guarantor, any officer or any director of Imperial PFC.




          “Lease” means any lease of real property to which Imperial PFC is a party as lessor or
lessee.




          “Letter Agreement” means the amended and restated letter agreement, dated as of the
date hereof, between Imperial and Lexington, as may be amended, supplemented or otherwise modified
from time to time in accordance with the terms thereof.




          “Lexington” has the meaning specified therefor in the preamble hereto.




          “Lexington’s Account” means an account at a bank designated by Lexington from time to
time as the account into which Imperial PFC shall make all payments to Lexington under this
Agreement and the other Settlement Documents.




          “Liabilities” has the meaning specified therefor in Section 6.01(q).




          “Lien” means any mortgage, deed of trust, pledge, lien (statutory or otherwise),
security interest, charge or other encumbrance or security or preferential arrangement of any
nature, including, without limitation, any conditional sale or title retention arrangement, any
Capitalized Lease and any assignment, deposit arrangement or financing lease intended as, or having
the effect of, security.




          “Life Insurance Policy” means with respect to any Insurance Premium Loan, the life
insurance policy or policies financed by the related Premium Finance Borrower under the related
Note and Security Agreement.







-15-









 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




          “Loan, Collateral and Assets Schedule” has the meaning specified therefor in Section
5.01(b)(xxxi).




          “Loan Documentation Package” means with respect to each Insurance Premium Loan, each
document, in form and substance substantially similar to the forms attached hereto as Exhibit D.




          “Loan Schedule” means the schedule, maintained by the Servicer and attached hereto as
Schedule 1.01(C), of Insurance Premium Loans as to which participations and/or assignments are
owned by Imperial PFC and pledged to Lexington; provided, that the entry of each Insurance
Premium Loan on Schedule 1.01(C) shall, among other things, identify all Insurance Premium Loans by
the name of the Premium Finance Borrower thereof, and as to each Insurance Premium Loan, set forth
the amount of the Insurance Premium Loan, the related loan number, the applicable interest rate and
the applicable Insurance Premium Loan Maturity Date.




          “Local Counsel Opinion” means a legal opinion or legal memorandum obtained in
connection with Insurance Premium Loans by Imperial PFC or an Affiliate of Imperial PFC from
outside local counsel to Imperial PFC or such Affiliate, as applicable, qualified to practice in a
jurisdiction in which the Originator made Insurance Premium Loans.




          “LPIC Policy” has the meaning specified therefor in the recitals hereto.




          “LPIC Settlement” has the meaning specified therefor in the recitals hereto.




          “Master Participation Agreement” means the Master Participation Agreement, dated as of
August 7, 2008, by and between the Originator and Imperial PFC, pursuant to which Imperial PFC
purchased 100% participations in the Eligible Insurance Premium Loans originated by the Originator
in the Applicable Licensed States as the same may be amended, amended and restated, supplemented or
otherwise modified from time to time in accordance with this Agreement.




          “Master Participation Agreement Letter Amendment” means the letter agreement, dated as
of the date hereof, by and between Imperial PFC and the Originator relating to the Master
Participation Agreement, substantially in the form of Exhibit J.




          “Material Adverse Effect” means a material adverse effect on any of (i) the ability of
the Originator or Imperial PFC to perform any of its obligations under any Settlement Document or
any Transaction Document to which it is a party, (ii) the legality, validity or enforceability of
this Agreement, any other Settlement Document or any Transaction Document (excluding any
Transaction Documents evidencing Insurance Premium Loans not
exceeding more than [*]% of the
aggregate Maturity Principal Balance of all Eligible Insurance Premium Loans of Imperial PFC),
(iii) the rights and remedies of Lexington under any Settlement Document or any Transaction
Document to which the Originator or Imperial PFC or any of their Affiliates is a party (excluding
any Transaction Documents evidencing Insurance Premium Loans not
exceeding more than [*]% of the
aggregate Maturity Principal Balance of all Eligible Insurance Premium Loans of Imperial PFC), (iv)
the validity, perfection or priority of (A) a Lien in favor of Lexington on any of the Collateral
or (B) Imperial PFC’s ownership interest, whether direct or through participations, in the
Insurance Premium Loans or (v) the validity or






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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




enforceability of the Insurance Premium Loans, the Life Insurance Policies, the beneficial
interests in any Premium Finance Borrowers that own Life Insurance Policies or the related
Collateral (excluding any Transaction Documents evidencing Insurance Premium Loans not exceeding
more than [*]% of the aggregate Maturity Principal Balance of all Eligible Insurance Premium Loans of
Imperial PFC).




          “Material Contract” means, with respect to any Person, (a) the Transaction Documents
and (b) all other contracts or agreements material to the business, operations, condition
(financial or otherwise), performance, prospects or properties of such Person or any Subsidiary
thereof.




          “Maturity Principal Balance” means with respect to any Insurance Premium Loan, at any
time of determination, the projected final principal balance of such Insurance Premium Loan on the
related maturity date therefor, plus all accrued interest and fees thereon.




          “Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.




          “Multiemployer Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of
ERISA to which Imperial PFC has contributed to, or has been obligated to contribute, at any time
during the preceding six (6) years preceding the Effective Date.




          “Non-Corporate Trustee” means a law firm that is licensed to practice in an Applicable
Non-Licensed State or an Applicable Licensed State that (i) serves as the trustee or co-trustee
under a Trust Agreement and (ii) may also serve as the escrow agent under an Escrow Agreement;
provided, that at no time shall there be more six (6) different Non-Corporate Trustees in
the aggregate with respect to the Eligible Insurance Premium Loans.




          “Note and Security Agreement” means, with respect to each Insurance Premium Loan, a
note and security agreement or similar agreement (however defined) between the Originator and the
Premium Finance Borrower evidencing and securing the indebtedness of the Premium Finance Borrower
to the Originator.




          “Obligations” means the Outstanding Reimbursement Amount and all present and future
indebtedness (including any Indebtedness), obligations, and liabilities of Imperial PFC to
Lexington arising under or in connection with this Agreement or any other Settlement Document,
whether or not the right of payment in respect of such claim is reduced to judgment, liquidated,
unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured,
unsecured and whether or not such claim is discharged, stayed or otherwise affected by any
proceeding referred to in Section 9.01. Without limiting the generality of the foregoing, the
Obligations of Imperial PFC under the Settlement Documents include (a) the obligation (irrespective
of whether a claim therefor is allowed in an Insolvency Proceeding) to pay interest (including the
PIK Interest Amount), charges, expenses, fees, the attorneys’ fees and disbursements, indemnities,
subrogation payments in connection with Section 8.05 and other amounts payable by Imperial PFC
under the Settlement Documents, (b) amounts payable by Imperial PFC under Section 11.04 and (c) the
obligation of Imperial PFC to reimburse any amount in respect of any of the foregoing that
Lexington (in its sole discretion) may elect to pay or advance on behalf of Imperial PFC.







-17-









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.





          “Origination Fees” means those amounts payable by the Premium Finance Borrower to the
Originator (and netted out of the related Insurance Premium Loan) in respect of origination,
upfront or similar fees.




          “Originator” means Imperial Premium Finance, LLC, a Florida limited liability company,
as an originator and seller under the Master Participation Agreement and/or the Insurance Premium
Loan Sale and Assignment Agreements.




          “Outstanding Reimbursement Amount” means, as of any date, the Settlement Amount plus
$76,796,935.94 plus the aggregate amount of any Advances that have been made by Lexington as of
such date plus any interest that has been capitalized pursuant to Section 4.01 as of such date less
any distributions that have been received by Lexington pursuant to Section 3.02 or otherwise under
or pursuant to the Settlement Documents.




          “Payoff Amount” has the meaning specified therefor in Section 2.02(a).




          “Payoff Letter” means the letter agreement entered into by Ableco and agreed to and
accepted by Imperial PFC and Lexington, substantially in the form attached hereto as Exhibit G.




          “Permitted Indebtedness” means:




          (a) any Indebtedness owing to Lexington under this Agreement and the other Settlement
Documents; and




          (b) Subordinated Indebtedness.




          “Permitted Liens” means:




          (a) Liens in favor of Lexington securing the Obligations; and




          (b) Liens for taxes, assessments and governmental charges the payment of which is not required
under Section 7.01(c).




          “Person” means an individual, corporation, limited liability company, partnership,
association, joint-stock company, trust, unincorporated organization, joint venture or other
enterprise or entity or Governmental Authority.




          “PIK Interest Amount” means, as of any date of determination, the amount of all
interest accrued with respect to the Outstanding Reimbursement Amount, whether calculated based on
the Base Interest Rate or Default Interest Rate, that has been paid in kind by being added to the
balance thereof in accordance with Section 4.01(a).




          “Premium Finance Borrower” means an insurance trust, with either (i) an institutional
trustee or financial institution or (ii) a Non-Corporate Trustee, as a trustee or co-trustee,
obligated to make payments with respect to an Insurance Premium Loan.







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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.





          “Prohibited Act” means, in connection with the issuance of a Life Insurance Policy by
an Insurance Provider or the issuance or maintenance of a loan supported directly or indirectly by
a Life Insurance Policy, any of the following:




          (a) and/or for the purpose of encouraging the issuance of or application for such Life
Insurance Policy or a loan supported directly or indirectly by such Life Insurance Policy,
providing any upfront inducement or gift valued in excess of $[*] or otherwise in violation of
applicable law for the benefit of the Premium Finance Borrower, any beneficiary of the Premium
Finance Borrower and/or the Underlying Life and/or the spouse or significant other of the
Underlying Life; provided, that the conduct described in the following provisions (x) and
(y) shall not constitute an upfront inducement or gift for purposes of this clause (a) so long as
such conduct does not violate applicable law and does not result in the Premium Finance Borrower
being entitled to amounts (other than any benefit payable by the Insurance Provider in connection
with a related Life Insurance Policy) exceeding any such premium finance loan and the reimbursed
expenses described in (y) of this paragraph: (x) any reasonable business marketing activity, event
or meal conducted by any employee or Relevant Authorized Officer of the Originator or any Affiliate
thereof, any beneficiary of the Premium Finance Borrower, and/or the Underlying Life and/or the
spouse or significant other of the Underlying Life, and paid for by the Originator or any Affiliate
thereof without any condition that the recipient or beneficiary thereof purchase or finance any
insurance and (y) any reimbursement of expenses incurred by the Premium Finance Borrower and/or the
Underlying Life that relate directly to the issuance of an Insurance Premium Loan;




          (b) causing any portion of the death benefit from such Life Insurance Policy to be paid to
parties other than (x) those with an insurable interest in the Underlying Life, (y) beneficiaries
chosen by the Underlying Life or (z) the Originator in satisfaction of the related Insurance
Premium Loan; provided, that the amount collected by the Originator may not exceed the
outstanding loan principal, together with related interest and reasonable and customary charges or
fees; and provided, further, that if the aggregate amount of charges and fees with
regard to such Insurance Premium Loan does not exceed [*] percent
([*]%) of the amount of the
Insurance Premium Loan, then such charges and fees shall be considered reasonable and customary for
purposes of this clause (b);




          (c) requiring a borrower to sell, assign (other than through a pledge of such Life Insurance
Policy or related beneficial interest of such borrower as collateral and any foreclosure or
liquidation of such loan and related amounts) or settle such Life Insurance Policy that acts as
collateral or penalizing such borrower for not selling, assigning or settling any such Life
Insurance Policy;




          (d) (x) requiring a borrower to share or otherwise forfeit any proceeds derived from the
future sale, assignment or settlement of such Life Insurance Policy (other than through a pledge of
such Life Insurance Policy or related beneficial interest of such borrower as collateral and any
foreclosure or liquidation of such collateral to satisfy a loan and related amounts); it being
understood that no part of this clause (x) is intended to allow the use of an interest rate that
(i) is not fixed, (ii) is not correlated to a commercially accepted index or instrument (such as
“Libor”, “prime” or a U.S. Treasury bill) or (iii) may otherwise result in any Person paying or
owing any amount contingent upon the future value or sale price of a Life Insurance Policy or (y)






-19-









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




requiring a borrower to consummate any such sale, assignment or settlement with a particular
agent or settlement company; or




          (e) penalizing a borrower for prepaying any such loan other than pursuant to a market
prepayment penalty, make whole premium or early termination fee; provided, that a
prepayment penalty, make whole premium or early termination fee that (i) is consistent with the
“Yield Maintenance Premium” set forth in the Transaction Documents and in any event (ii) does not
result in the borrower paying more than it would have paid in full satisfaction of the Insurance
Premium Loan at maturity, shall be considered a market prepayment penalty, make whole premium or
early termination fee for purposes of this clause (e).




          “Regulation T”, “Regulation U” and “Regulation X” mean, respectively,
Regulations T, U and X of the Board or any successor, as the same may be amended or supplemented
from time to time.




          “Release and Reimbursement Letter Agreement” means the acknowledgement letter entered
into on the date hereof by and among the Originator, Imperial PFC and Lexington, substantially in
the form of Exhibit F.




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




          “Reimbursement Amount” has the meaning specified therefor in Section 2.02(b).




          “Remarketing Agent” means the company that will act as the exclusive remarketing agent
for purposes of selling or otherwise disposing of a Life Insurance Policy, which company shall (i)
initially be Imperial Life & Annuity Services, LLC, (ii) at all times be obligated to take
instructions from and act on behalf of Lexington with regard to the sale or other disposition of
such Life Insurance Policy and (iii) be subject to replacement by Lexington from time to time in
its sole discretion upon delivery of a notice to Imperial PFC identifying the replacement
Remarketing Agent.




          “Remarketing Agreement” means the LPIC Services and Remarketing Agreement, dated as of
August 7, 2008, by and between Lexington and Imperial Life & Annuity Services, LLC, as may be
amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.




          “Remarketing Agreement Letter Amendment” means the amendment to the Remarketing
Agreement, dated as of the date hereof, by and between Lexington and Imperial Life & Annuity
Services, LLC, substantially in the form of Exhibit Q.




          “Requirements of Law” means, with respect to any Person, collectively, the common law
and all federal, state, provincial, local, foreign, multinational or international laws, statutes,
codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments,
writs, injunctions, decrees (including administrative or judicial precedents or authorities) and
the interpretation or administration thereof by, and other determinations,






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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



directives, requirements or requests of, any Governmental Authority, in each case that are
applicable to or binding upon such Person or any of its property or to which such Person or any of
its property is subject.




          “SEC” means the Securities and Exchange Commission or any other similar or successor
agency of the Federal government administering the Securities Act.




          “Securities Act” means the Securities Act of 1933, as amended, or any similar Federal
statute, and the rules and regulations of the SEC thereunder, all as the same shall be in effect
from time to time.




          “Security Agreement” means a Pledge and Security Agreement made by Imperial PFC in
favor of Lexington, substantially in the form of Exhibit A, securing the Obligations and delivered
to Lexington.




          “Servicer” means the Initial Servicer or any other servicer approved in writing by
Lexington.




          “Servicer Termination Event” means the occurrence of any of the following events: (i)
any report which the Servicer delivers under the terms of any Transaction Document shall be
incorrect in any material respect, (ii) the Servicer assigns to any other Person any of its duties
or obligations other than as otherwise permitted by the Servicing Agreement, (iii) the occurrence
of an Event of Default, or (iv) the occurrence of any event which, in the reasonable business
judgment of Lexington, could reasonably be expected to be adverse to the interests of the
Originator, Imperial PFC and/or Lexington.




          “Servicing Agreement” means (i) prior to the termination of the Initial Servicing
Agreement, the Initial Servicing Agreement and (ii) anytime thereafter, any other servicing
agreement in form and substance satisfactory to Lexington.




          “Servicing Fees” means the servicing fees paid to the Servicer pursuant to the
Servicing Agreement.




          “Settlement Amount” has the meaning specified therefor in Section 2.02.




          “Settlement Document” means this Agreement, any Individual Guaranty, the Guarantor
Security Agreement, the Security Agreement, the Collateral Agency Agreement, the Cash Management
Agreement, any Servicing Agreement, the Letter Agreement, the Remarketing Agreement, the Payoff
Letter, the Termination Direction Letter, the Acknowledgement Letter Agreements, the Master
Participation Agreement Letter Amendment, the Loan Sale and Assignment Agreements Letter Amendment,
the Amended and Restated Limited Liability Company Agreement, the Release and Reimbursement Letter
Agreement, the Remarketing Agreement Letter Amendment, the landlord waiver described in Section
5.01(b)(xiv) and any other agreement, instrument, and other document executed and delivered
pursuant hereto or thereto or otherwise evidencing or securing any Obligation.




          “Solvent” means, with respect to any Person on a particular date, that on such date
(i) the fair value of the property of such Person is not less than the total amount of the
liabilities






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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



of such Person, (ii) the present fair salable value of the assets of such Person is not less
than the amount that will be required to pay the probable liability of such Person on its existing
debts as they become absolute and matured, (iii) such Person is able to realize upon its assets and
pay its debts and other liabilities, contingent obligations and other commitments as they mature in
the normal course of business, (iv) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities
mature, and (v) such Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person’s property would constitute unreasonably small
capital.




          “Standard & Poor’s” means Standard & Poor’s Ratings Group, a Standard & Poor’s
Financial Services LLC business.




          “Subordinated Indebtedness” means Indebtedness of Imperial PFC the terms of which are
satisfactory to Lexington and which has been expressly subordinated in right of payment to all
Indebtedness of Imperial PFC under the Settlement Documents (i) by the execution and delivery of a
subordination agreement, in form and substance satisfactory to Lexington, or (ii) otherwise on
terms and conditions (including, without limitation, subordination provisions, payment terms,
interest rates, covenants, remedies, defaults and other material terms) satisfactory to Lexington.




          “Subsidiary” means, with respect to any Person at any date, any corporation, limited
or general partnership, limited liability company, trust, estate, association, joint venture or
other business entity (i) the accounts of which would be consolidated with those of such Person in
such Person’s consolidated financial statements if such financial statements were prepared in
accordance with GAAP or (ii) of which more than 50% of (A) the outstanding Equity Interests having
(in the absence of contingencies) ordinary voting power to elect a majority of the Board of
Directors of such Person, (B) in the case of a partnership or limited liability company, the
interest in the capital or profits of such partnership or limited liability company or (C) in the
case of a trust, estate, association, joint venture or other entity, the beneficial interest in
such trust, estate, association or other entity business is, at the time of determination, owned or
controlled directly or indirectly through one or more intermediaries, by such Person.




          “Termination Direction Letter” means the termination direction letter executed by
Ableco, dated as of the date hereof, to various parties regarding the termination of Ableco’s
rights under certain of the Transaction Documents and Settlement Documents, substantially in the
form of Exhibit M.




          “Transaction Documents” means the Master Participation Agreement, each Insurance
Premium Loan Sale and Assignment Agreement, any Servicing Agreement, any Escrow Agreement, the
Trust Agreements and such other instruments, certificates, agreements, reports and documents
executed and delivered under and or in connection with the Insurance Premium Loans (including each
applicable Loan Documentation Package), as any of the foregoing may be amended, amended and
restated, supplemented or otherwise modified from time to time in accordance with this Agreement.





-22-












 



[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




          “Trust Agreement” means an irrevocable life insurance trust agreement entered
into by the Underlying Life and the applicable trustee(s), pursuant to which either (i) an
institutional trustee or financial institution or (ii) a Non-Corporate Trustee acts as the trustee
or a co-trustee thereunder.




          “Trustee Resignation Notice” has the meaning specified therefor in Section 7.01(v).




          “Underlying Life” means, with respect to any Life Insurance Policy, the Person or
Persons whose life or lives are insured by such Life Insurance Policy.




          “Uniform Commercial Code” has the meaning specified therefor in Section 1.03.




          “USA PATRIOT Act” has the meaning specified therefor in Section 11.22.




          Section 1.02 Terms Generally. The definitions of terms herein shall apply
equally to the singular and plural forms of the terms defined. Whenever the context may require,
any pronoun shall include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning and effect as the word
“shall”. Unless the context requires otherwise, (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to include such Person’s successors and
assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular provision hereof,
(d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer
to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
“asset” and “property” shall be construed to have the same meaning and effect and to refer to any
right or interest in or to assets and properties of any kind whatsoever, whether real, personal or
mixed and whether tangible or intangible.




          Section 1.03 Accounting and Other Terms. Unless otherwise expressly provided
herein, each accounting term used herein shall have the meaning given it under GAAP applied on a
basis consistent with those used in preparing the Financial Statements. All terms used in this
Agreement which are defined in Article 8 or Article 9 of the Uniform Commercial Code as in effect
from time to time in the State of New York (the “Uniform Commercial Code”) 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 Uniform Commercial 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 Lexington may otherwise determine.




          Section 1.04 Time References. Unless otherwise indicated herein, all
references to time of day refer to Eastern Standard Time or Eastern daylight saving time, as in
effect in New York City on such day. For purposes of the computation of a period of time from a
specified





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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




date to a later specified date, the word “from” means “from and including” and the words “to”
and “until” each means “to but excluding”; provided, however, that with respect to
a computation of fees or interest payable to Lexington, such period shall in any event consist of
at least one full day.




ARTICLE II




COMMUTATION



          Section 2.01 Termination, Release and Discharge. Upon Lexington’s payment of
the Settlement Amount to Imperial PFC, or as Imperial PFC may direct, pursuant to Section 2.02,
Imperial PFC and Lexington agree that the LPIC Policy (including, for the avoidance of doubt, any
coverage certificates issued thereunder) is terminated and Imperial PFC does hereby release and
forever discharge Lexington, its successors, parents, affiliates, subsidiaries, employees,
officers, directors, agents, shareholders and assigns, of and from any and all liability and
obligations arising under or related to the LPIC Policy (including, for the avoidance of doubt, any
coverage certificates issued thereunder), whether grounded in law or in equity, whether grounded in
contract or in tort, whether known or unknown, reported or unreported, and whether currently
existing or arising in the future, including, but not limited to, all claims, debts, demands,
causes of action, duties, sums of money, covenants, contracts, controversies, agreements, promises,
doings, omissions, damages, judgments, costs, expenses and losses whatsoever.




          Section 2.02 Payment of Settlement Amount. In exchange for the termination
and release described above, Lexington shall pay to Imperial PFC, or as Imperial PFC may direct, an
amount equal to $96,869,806 (the “Settlement Amount”) on the Effective Date. Imperial PFC
hereby directs Lexington to wire the Settlement Amount, for and on behalf of Imperial PFC, directly
to the following account(s):





(a) with regard to the amount that is sufficient to fully and completely discharge
the Obligations (as defined in the Financing Agreement) under the Financing
Agreement and the other Loan Documents (as defined in the Financing Agreement) (such
amount, the “Payoff Amount”):




$63,967,982.81 to



	 	 	 

	Name of the bank:

	 	 
	ABA# of the bank:

	 	 
	Name of the account:

	 	CDO Wire
	Account #:

	 	 
	Payee’s Federal tax ID:

	 	 
	Sub-Account Name:

	 	Ableco Finance LLC Collection
	Sub-Account Number:

	 	 
	Reference Data:

	 	Imperial PFC Financing, LLC
	Bank contact name and phone number:

	 	 
	Payee contact name and phone number:

	 	 






-24-









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




(b) with regard to (i) the amount that is sufficient to reimburse, in full, the
Originator for various third-party fees and expenses paid by the Originator on
behalf of Imperial PFC, as more fully described in the Release and Reimbursement
Letter Agreement (such amount, the “Reimbursement Amount”) and (ii) any
remaining balance as a dividend, in each case, to the Originator:




$32,901,823.19 to



	 	 	 

	Name of the bank:

	 	
	ABA# of the bank:

	 	
	Name of the account:

	 	Imperial Premium Finance, LLC
	Account #:

	 	
	Payee’s Federal tax ID:

	 	
	Bank contact name and extension:

	 	
	Payee contact name and phone number:

	 	






ARTICLE III




APPLICATION OF PAYMENTS; FINANCINGS



          Section 3.01 Outstanding Reimbursement Amount. In consideration for the
payment by Lexington of the Settlement Amount to or for the benefit of Imperial PFC, Imperial PFC
agrees to reimburse Lexington therefor with interest thereon (at the rates described in Section
4.01), and accordingly hereby agrees to pay to Lexington the Outstanding Reimbursement Amount on
the terms and subject to the provisions set forth herein. The Outstanding Reimbursement Amount
shall be payable as set forth in Section 3.02.




          Section 3.02 Application of Payments. On each day that Collections are
received by any Person, Imperial PFC shall (or shall cause such other Person to) on the Business
Day of such receipt, transfer such amounts to the Collection Account for distribution in the
following order of priority:




               (a) first, to pay the Servicer an amount equal to the accrued and unpaid Servicing
Fees then due and payable in accordance with the Servicing Agreement until paid in full;



               (b) second, to pay the Insurance Collateral Agent an amount equal to any fees, expense
reimbursements, indemnities and other amounts then due and payable to the Insurance Collateral
Agent in accordance with the Collateral Agency Agreement until paid in full;



               (c) third, to pay any other third parties, including but not limited to the Cash
Management Bank, an amount equal to any accrued and unpaid fees and other amounts then due and
payable to such Person in accordance with the applicable agreement between Imperial PFC and such
Person then in effect until paid in full;



               (d) fourth, to pay Lexington in respect of any unreimbursed Advances made by Lexington
(including any interest capitalized thereon) until paid in full;



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



               (e) fifth, to pay Lexington the Obligations in respect of any amounts then due other
than with respect to the Outstanding Reimbursement Amount until paid in full; and



               (f) sixth, to pay Lexington any remaining amount as payment of the Outstanding
Reimbursement Amount until the Outstanding Reimbursement Amount has been paid in full.



          For purposes of this Section 3.02, “paid in full” means payment in cash of all amounts owing
under the Settlement Documents and the Transaction Documents according to the terms thereof,
including loan fees, servicing fees, professional fees, interest (and specifically including
interest accrued after the commencement of any Insolvency Proceeding), default interest, interest
on interest, and expense reimbursements, whether or not the same would be or is allowed or
disallowed in whole or in part in any Insolvency Proceeding.




          Section 3.03 Financing. Imperial PFC hereby acknowledges that Lexington and
its Affiliates may, with respect to any Life Insurance Policies or beneficial interests in any
Premium Finance Borrowers that own Life Insurance Policies, sell or finance interests in Collateral
and related Collections or direct Imperial PFC to sell or cause other Persons to sell such
interests or enter into financings whereby such interests are pledged as collateral security.
Imperial PFC shall cooperate with Lexington and its Affiliates to effect any such sale or financing
including, without limitation, by (a) amending this Agreement and the other Settlement Documents,
and executing such additional documents, as reasonably requested by Lexington in connection with
such sale or financing; provided, that (i) any such amendment or additional documentation
does not impose material additional costs on Imperial PFC and (ii) any such amendment or additional
documentation does not materially adversely affect the rights, or materially increase the
obligations, of Imperial PFC under the Settlement Documents and (b) providing such information as
may be reasonably requested by Lexington in connection with any rating of any such sale or
financing, Life Insurance Policies and/or the beneficial interest of the related Premium Finance
Borrower.




ARTICLE IV




INTEREST, FEES AND PAYMENTS



          Section 4.01 Interest. (a) The Outstanding Reimbursement Amount shall bear
interest from the date hereof until the date on which such amount is paid in full, at a rate per
annum equal to 16.50% (the “Base Interest Rate”); provided, however, upon
the occurrence and during the continuance of an Event of Default, the Outstanding Reimbursement
Amount, fees, indemnities and all other Obligations of Imperial PFC under this Agreement and the
other Settlement Documents, shall bear interest, from the date such Event of Default occurred until
the date such Event of Default is cured or waived in writing in accordance herewith, at a rate per
annum equal at all times to the Base Interest Rate plus 3.0% (the “Default Interest Rate”);
provided, further, however, all of such interest shall be paid-in-kind by
being added to the Outstanding Reimbursement Amount. Any interest to be capitalized shall be
capitalized on the first day of each month, commencing on the first day of the month and added to
the then-




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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




outstanding Outstanding Reimbursement Amount and, thereafter, shall bear interest as provided
hereunder as if it had originally been part of the Outstanding Reimbursement Amount.




               (b) General. All PIK Interest Amount and other interest shall be paid in accordance
with Section 3.02. All interest shall be computed on the basis of a year of 360 days for the
actual number of days, including the first day but excluding the last day, elapsed.



               (c) Evidence of Outstanding Reimbursement Amount.



                    (i) Lexington shall maintain in accordance with its usual practice an account or accounts
evidencing the Indebtedness of Imperial PFC to Lexington, including with respect to interest that
has accrued or Advances that have been made from time to time hereunder.



                    (ii) Lexington shall maintain accounts in which it shall record any increases to the balance
of the Outstanding Reimbursement Amount, including with respect to (i) the amount of each Advance
made hereunder and (ii) the amount of any interest due and payable or to become due and payable
from Imperial PFC to Lexington hereunder.



                    (iii) The entries made in the accounts maintained pursuant to paragraph (i) or (ii) of this
paragraph shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided, that the failure of Lexington to maintain such
accounts or any error therein shall not in any manner affect the obligation of Imperial PFC to
repay amounts owed pursuant to the terms of this Agreement.



          Section 4.02 Audit and Collateral Monitoring Fees. Imperial PFC acknowledges
that pursuant to Section 7.01(f), representatives of Lexington may visit Imperial PFC or any
location where documents relating to or supporting the Collateral or otherwise relating to Imperial
PFC are located and/or conduct audits, inspections, valuations and/or field examinations of
Imperial PFC or at any time and from time to time in a manner so as to not unduly disrupt the
business of Imperial PFC. Imperial PFC agrees to pay (i) $1,500 per day per examiner plus the
examiner’s out-of-pocket costs and reasonable expenses incurred in connection with all such visits,
audits, inspections, appraisals, valuations and field examinations and (ii) the cost of all visits,
audits, inspections, appraisals, valuations and field examinations conducted by a third party on
behalf of Lexington.




          Section 4.03 Payments; Computations and Statements. (a) Imperial PFC will
make each payment to Lexington under this Agreement not later than 12:00 noon (New York City time)
on the day when due, in lawful money of the United States of America and in immediately available
funds, to Lexington’s Account. All payments shall be made by Imperial PFC without set-off,
counterclaim, deduction or other defense to Lexington. Whenever any payment to be made under any
such Settlement Document shall be stated to be due on a day other than a Business Day, such payment
shall be made on the next succeeding Business Day and such extension of time shall in such case be
included in the computation of interest or fees, as the case may be. All computations of fees
shall be made by Lexington on the basis of a year of 360 days for the actual number of days
(including the first day but excluding the last day) occurring in the period for which such fees
are payable. Each determination by Lexington of an






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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




interest rate or fees hereunder shall be conclusive and binding for all purposes in the
absence of manifest error.




               (b) Lexington shall provide Imperial PFC, promptly after the end of each calendar month, a
summary statement (in the form from time to time used by Lexington) of (i) the Advances made by
Lexington during such month, (ii) the PIK Interest Amount relating to such month (and which is
capitalized on the first day of the month following such month pursuant to Section 4.01) and (iii)
the beginning and ending balances of the Outstanding Reimbursement Amount. All entries on any such
statement shall be presumed to be correct and, thirty (30) days after the same is sent, shall be
final and conclusive absent manifest error.



ARTICLE V




CONDITIONS PRECEDENT



          Section 5.01 Conditions Precedent to Effectiveness. This Agreement shall
become effective as of the Business Day when each of the following conditions precedent shall have
been satisfied in a manner reasonably satisfactory to Lexington (the time and day on which such
conditions have been satisfied in such manner, the “Effective Date”) which shall be
communicated to Imperial PFC on the date thereof:




               (a) Representations and Warranties; No Event of Default. The following statements
shall be true and correct: (i) the representations and warranties contained in ARTICLE VI and in
each other Settlement Document, certificate or other writing delivered to Lexington pursuant hereto
or thereto on or prior to the Effective Date are true and correct in all material respects (other
than those representations and warranties or portions thereof that contain materiality or Material
Adverse Effect qualifiers, which shall be true and correct in all respects) on and as of the
Effective Date as though made on and as of such date, except to the extent that any such
representation or warranty expressly relates solely to an earlier date (in which case such
representation or warranty shall be true and correct on and as of such earlier date) and (ii) no
Default or Event of Default under Section 9.01(a), (b), (c), (d), (e), (f), (g), (h), (i), (j),
(k), (l), (m), (n) (but solely with respect to any material loss or theft of any Collateral), (o),
(p), (q), (r) or (s) shall have occurred and be continuing on the Effective Date or would result
from this Agreement or the other Settlement Documents (other than the Servicing Agreement) becoming
effective in accordance with its or their respective terms.



               (b) Delivery of Documents. Lexington shall have received on or before the Effective
Date the following, each in form and substance reasonably satisfactory to Lexington and, unless
indicated otherwise, dated the Effective Date:



                    (i) a Security Agreement, duly executed by Imperial PFC;



                    (ii) the Guarantor Security Agreement, duly executed by the Equity Guarantor, together with
the original membership interest certificates representing all of the membership interests of
Imperial PFC owned by the Equity Guarantor, accompanied by undated transfer powers executed in
blank and other proper instruments of transfer;



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



                    (iii) each Individual Guaranty, duly executed by the applicable Individual Guarantor;



                    (iv) (A) appropriate financing statements on Form UCC-1 duly filed in such office or offices
as may be necessary or, in the opinion of Lexington, desirable to perfect the security interests
purported to be created by the Security Agreement and the Guarantor Security Agreement and (B)
evidence satisfactory to Lexington of the filing of such UCC-1 financing statements;



                    (v) certified copies of request for copies of information on Form UCC-11, listing all
effective financing statements which name as debtor any Credit Party or the Originator and which
are filed in the offices referred to in paragraph (iv) above, together with copies of such
financing statements, none of which, except as otherwise agreed in writing by Lexington, shall
cover any of the Collateral and the results of searches for any tax Lien and judgment Lien filed
against such Person or its property, which results, except as otherwise agreed to in writing by
Lexington, shall not show any such Liens;



                    (vi) a copy of the resolutions of the Equity Guarantor, Imperial PFC and the Originator,
certified as of the Effective Date by an Authorized Officer thereof, authorizing (A) the
transactions contemplated hereunder and under the Settlement Documents and the Transaction
Documents to which such Person is or will be a party, and (B) the execution, delivery and
performance by such Person of each Settlement Document and Transaction Document to which such
Person is or will be a party and the execution and delivery of the other documents to be delivered
by such Person in connection herewith and therewith;



                    (vii) a certificate of an Authorized Officer of the Equity Guarantor and Imperial PFC,
certifying the names and true signatures of the representatives of the Equity Guarantor and
Imperial PFC authorized to sign each Settlement Document and Transaction Document to which such
Person is or will be a party and the other documents to be executed and delivered by such Person in
connection herewith and therewith, together with evidence of the incumbency of such authorized
officers;



                    (viii) a certificate of the appropriate official(s) of the jurisdiction of organization and
each jurisdiction of foreign qualification of the Equity Guarantor and Imperial PFC certifying as
of a recent date not more than 30 days prior to the Effective Date as to the subsistence in good
standing of the Equity Guarantor and Imperial PFC in such jurisdictions;



                    (ix) a true and complete copy of the charter, certificate of formation, certificate of limited
partnership or other publicly filed organizational document of the Equity Guarantor and Imperial
PFC certified as of a recent date not more than 30 days prior to the Effective Date by an
appropriate official of the jurisdiction of organization of the Equity Guarantor and Imperial PFC
which shall set forth the same complete name of such Person as is set forth herein and the
organizational number of such Person, if an organizational number is issued in such jurisdiction;



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



                    (x) a copy of the Governing Documents of the Equity Guarantor and Imperial PFC, together with
all amendments thereto, certified as of the Effective Date by an Authorized Officer of the Equity
Guarantor and Imperial PFC;



                    (xi) evidence of the insurance coverage required by Section 7.01(h) and the terms of each
Security Agreement and such other insurance coverage with respect to the business and operations of
Imperial PFC as Lexington may reasonably request, in each case, where requested by Lexington, with
such endorsements as to the named insureds or loss payees thereunder as Lexington may request and
providing that such policy may be terminated or canceled (by the insurer or the insured thereunder)
only upon 30 days’ prior written notice to Lexington and each such named insured or loss payee,
together with evidence of the payment of all premiums due in respect thereof for such period as
Lexington may request;



                    (xii) a certificate of an Authorized Officer of the Equity Guarantor and Imperial PFC,
certifying the names and true signatures of the persons that are authorized to provide notices
under this Agreement, the other Settlement Documents and the Transaction Documents;



                    (xiii) a Collateral Agency Agreement, duly executed by the Originator, Imperial PFC, the
Insurance Collateral Agent and Lexington;



                    (xiv) a landlord waiver, in form and substance satisfactory to Lexington and which may be
included as a provision contained in the relevant Lease executed by each landlord with respect to
the Originator’s corporate headquarters located at 701 Park of Commerce Blvd., Suite 301, Boca
Raton, Florida 33487, provided, that such landlord waiver shall not be required to the extent that
Imperial PFC is unable to obtain the landlord waiver after exerting reasonable efforts to obtain
it;



                    (xv) copies of the Transaction Documents and the other Material Contracts as in effect on the
Effective Date, certified as true and correct copies thereof by an Authorized Officer of Imperial
PFC, together with a certificate of an Authorized Officer of Imperial PFC stating that such
agreements remain in full force and effect and that Imperial PFC has not breached or defaulted in
any of its obligations under such agreements;



                    (xvi) such depository account, blocked account, lockbox account and similar agreements and
other documents, each in form and substance satisfactory to Lexington, as Lexington may request
with respect to Imperial PFC’s cash management system, duly executed by all parties thereto other
than Lexington;



                    (xvii) the Payoff Letter, duly executed by Ableco and Imperial PFC;



                    (xviii) the Termination Direction Letter, duly executed by Ableco;



                    (xix) the duly executed Acknowledgement Letter Agreements;



                    (xx) the Letter Agreement, duly executed by Imperial;



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.





                    (xxi) the Cash Management Agreement, duly executed by the Cash Management Bank and Imperial
PFC;



                    (xxii) the Amended and Restated Limited Liability Company Agreement, duly executed by the
Originator, Imperial and the independent director of Imperial PFC;



                    (xxiii) the Amended and Restated Servicing Agreement, duly executed by the Servicer and
Imperial PFC;



                    (xxiv) the Master Participation Agreement Letter Amendment, duly executed by the Originator
and Imperial PFC;



                    (xxv) the Loan Sale and Assignment Agreements Letter Amendment, duly executed by the
Originator and Imperial PFC;



                    (xxvi) the Release and Reimbursement Letter Agreement, duly executed by the Originator and
Imperial PFC;



                    (xxvii) the Remarketing Agreement Letter Amendment, duly executed by Imperial Life & Annuity
Services, LLC;



                    (xxviii) the duly executed Written Consent of the Sole Member of Imperial PFC, substantially
in the form of Exhibit P attached hereto;



                    (xxix) the duly executed Action by Unanimous Written Consent of the Board of Directors of
Imperial PFC, in Lieu of Special Meeting, substantially in the form of Exhibit N attached
hereto;



                    (xxx) a copy of the Financial Statements;



                    (xxxi) the following information in form and detail satisfactory to Lexington and certified by
an Authorized Officer of Imperial PFC as being accurate and complete:



                    (A) a report (such report, the “Loan, Collateral and Assets Schedule”) containing:




(1) with respect to each Insurance Premium Loan for which (A)
the Insurance Premium Loan Maturity Date is on or after the
date which is thirty (30) days prior to the Effective Date or
(B)(I) the Insurance Premium Loan Maturity Date is before the
Effective Date, (II) the Premium Finance Borrower fails to
pay all outstanding interest and principal due thereon on the
Insurance Premium Loan Maturity Date and (III) the related
Life Insurance Policy or beneficial interest in a Premium
Finance Borrower that owns a Life Insurance Policy has not
been foreclosed upon, or



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




otherwise transferred, in satisfaction of such Insurance
Premium Loan:




	 	(a)	 	whether
such Insurance Premium Loan is owned pursuant to the
Master Participation Agreement or an Insurance
Premium Loan Sale and Assignment Agreement,
	 
	 	(b)	 	the
related number of such Insurance Premium Loan,
	 
	 	(c)	 	the
related issuance date of such Insurance Premium
Loan,
	 
	 	(d)	 	the
related Insurance Premium Loan Maturity Date,
	 
	 	(e)	 	the
remaining principal balance of such Insurance
Premium Loan as of the Effective Date,
	 
	 	(f)	 	the
stated and effective interest rate;
	 
	 	(g)	 	the
related total amount of accrued interest on such
Insurance Premium Loan as of the Effective Date,
	 
	 	(h)	 	the
expected total amount (separately identifying the
face amount, interest and fees) that will be due as
of the applicable Insurance Premium Loan Maturity
Date,
	 
	 	(i)	 	the face
amount of the related Life Insurance Policy,
	 
	 	(j)	 	the total
amount of any policy loans and cash withdrawals made
in connection with the related Life Insurance
Policy,
	 
	 	(k)	 	the
related Life Insurance Policy’s type,
	 
	 	(l)	 	the cash
surrender value of the related Life Insurance
Policy,
	 
	 	(m)	 	the
trustees of the related Premium Finance Borrower
including, but not limited to, any Non-Corporate
Trustee, any institutional trustee or financial
institution acting as a trustee and any family
trustee, and
	 
	 	(n)	 	the name
of the Insurance Provider that issued the related
Life Insurance Policy and






(2) with respect to any Life Insurance Policies and
beneficial interests in Premium Finance Borrowers that own
Life Insurance Policies that have been foreclosed upon, or
otherwise transferred, in satisfaction of an Insurance
Premium Loan and that have not been sold in accordance with
the terms of the Remarketing Agreement and this Agreement or
the Financing Agreement, as applicable:



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.





	 	(a)	 	whether
the related Insurance Premium Loan was owned
pursuant to the Master Participation Agreement or an
Insurance Premium Loan Sale and Assignment
Agreement,
	 
	 	(b)	 	the
number of the related Insurance Premium Loan,
	 
	 	(c)	 	the
issuance date of the related Insurance Premium Loan,
	 
	 	(d)	 	the
related Insurance Premium Loan Maturity Date,
	 
	 	(e)	 	the total
amount of all outstanding interest and principal
thereon that was due and payable from the applicable
Premium Finance Borrower as of such Insurance
Premium Loan Maturity Date,
	 
	 	(f)	 	the total
amount of interest that has accrued thereon since
the Insurance Premium Loan Maturity Date,
	 
	 	(g)	 	the face
amount of such Life Insurance Policy,
	 
	 	(h)	 	the total
amount of any policy loan and cash withdrawal made
in connection with the related Life Insurance Policy
or beneficial interest,
	 
	 	(i)	 	such Life
Insurance Policy’s type,
	 
	 	(j)	 	the name
of the Insurance Provider that issued such Life
Insurance Policy,
	 
	 	(k)	 	the
carrying value of such Life Insurance Policy or
beneficial interest, as of the most recent quarter
end,
	 
	 	(l)	 	the
trustees of the related Premium Finance Borrower
including, but not limited to, any Non-Corporate
Trustee, any institutional trustee or financial
institution acting as a trustee and any family
trustee,
	 
	 	(m)	 	the cash
surrender value of the related Life Insurance
Policy,
	 
	 	(n)	 	the owner
of the related Life Insurance Policy,
	 
	 	(o)	 	the
manner in which such Life Insurance Policy or
beneficial interest was obtained (e.g., foreclosure,
voluntary relinquishment),
	 
	 	(p)	 	the date
on which such Life Insurance Policy or beneficial
interest was obtained, and
	 
	 	(q)	 	the date
and amount of the last bid from any Person to
purchase such Life Insurance Policy or beneficial
interest, and





                    (B) attaching the most recently updated Loan Schedule, which shall include, without
limitation, with respect to each Insurance Premium Loan listed therein, the related Insurance
Premium Loan Maturity Date and each related insurance premium payment date;



                    (xxxii) a report listing (A) by year since the date of the Financing Agreement, all fees paid
to the Servicer, the Insurance Collateral Agent, any institutional



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



trustees, financial institutions or Non-Corporate Trustees acting as a trustees or co-trustees
of Premium Finance Borrowers and any other third parties in connection with the Loan Documents (as
defined in the Financing Agreement), the Transaction Documents (as defined in the Financing
Agreement) or the transactions contemplated thereunder, (B) all fees that are unpaid and due and
owing to the Servicer, the Insurance Collateral Agent, any institutional trustees, financial
institutions or Non-Corporate Trustees acting as a trustees or co-trustees of Premium Finance
Borrowers and all other third parties in connection with the Transaction Documents, Settlement
Documents or transactions contemplated thereunder, in each case, as of the Effective Date and (C)
by year until the date that is six (6) months following the maturity of the last to mature of the
Insurance Premium Loans owned, actually or beneficially, by Imperial PFC, all fees projected to be
due and owing to the Servicer, the Insurance Collateral Agent, any institutional trustees,
financial institutions or Non-Corporate Trustees acting as a trustees or co-trustees of Premium
Finance Borrowers and any other third parties in connection with the Settlement Documents, the
Transaction Documents or the transactions contemplated thereunder, which such projections shall
have been prepared on a reasonable basis and in good faith by Imperial PFC;




                    (xxxiii) the balance sheet of Imperial PFC immediately prior to the Effective Date (the
“Effective Date Balance Sheet”), which shall be prepared on a basis consistent with the
Financial Statements that have been delivered to Lexington in accordance with the terms of this
Agreement;



                    (xxxiv) a certificate of an Authorized Officer of Imperial PFC, certifying that (A) the
Effective Date Balance Sheet (1) was prepared on a basis consistent with the Financial Statements
that have been delivered to Lexington in accordance with the terms of this Agreement and (2)
includes all assets and Liabilities that would be reflected on financial statements prepared by
Imperial PFC in accordance with GAAP and (B) all information and documentation delivered to
Lexington pursuant to this Section 5.01(b) is accurate and complete;



                    (xxxv) all of the information that was previously provided under the Financing Agreement to
Ableco, as a lender, collateral agent or administrative agent thereunder, including but not limited
to the reports that were provided pursuant to Section 7.01(a) thereof; and



                    (xxxvi) such other agreements, instruments, approvals, opinions and other documents, each
satisfactory to Lexington in form and substance, as Lexington may reasonably request.



               (c) Approvals. All consents, authorizations and approvals of, and filings and
registrations with, and all other actions in respect of, any Governmental Authority or other Person
required in connection with the transactions contemplated hereunder, the execution and performance
of the Settlement Documents and the Transaction Documents or the conduct of Imperial PFC’s business
shall have been obtained and shall be in full force and effect.



               (d) Proceedings; Receipt of Documents. All proceedings in connection with the
transactions contemplated by this Agreement, the other Settlement Documents and the Transaction
Documents, and all documents incidental hereto and thereto, shall be satisfactory to



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



Lexington, and Lexington shall have received all such information and such counterpart
originals or certified or other copies of such documents as Lexington may reasonably request.




               (e) Legality. The commutation set forth in ARTICLE II shall not contravene any law,
rule or regulation applicable to Lexington.



               (f) Sufficiency of Settlement Amount. The Settlement Amount shall be equal to or
greater than the sum of the Payoff Amount and the Reimbursement Amount.



               (g) Account Information Confirmation. The delivery to Lexington of confirmation,
acceptable to Lexington in Lexington’s sole discretion, no later than three (3) Business days prior
to the Effective Date, that the account information designated in Section 2.02(a) is the correct
information for the account to which the portion of the Settlement Amount that is payable to Ableco
shall be paid.



               (h) Release of Escrow Funds. The (i) release of all monies held in escrow pursuant to
the Escrow Agreements to (x) the Insurance Providers for payment of premiums on Life Insurance
Policies and (y) institutional trustees, financial institutions or Non-Corporate Trustees acting as
trustees or co-trustees of Premium Finance Borrowers for payment of trustee fees and (ii) delivery
to Lexington, on or before the Effective Date, of evidence in a form reasonably satisfactory to
Lexington of (A) receipt by the relevant trustees of such trustee fees, (B) confirmation that, as
of the Effective Date, all funds in the escrow accounts relating to the Escrow Agreements have been
released and (C) confirmation of the termination of the Escrow Agreements.



ARTICLE VI




REPRESENTATIONS AND WARRANTIES



          Section 6.01 Representations and Warranties. Imperial PFC hereby represents
and warrants to Lexington as follows:




               (a) Organization, Good Standing, Etc. Imperial PFC (i) is a limited liability company
duly organized, validly existing and in good standing under the laws of the state or jurisdiction
of its organization, (ii) has all requisite power and authority to conduct its business as now
conducted and as presently contemplated, and to execute and deliver each Settlement Document to
which it is a party, and to consummate the transactions contemplated thereby, and (iii) is duly
qualified to do business and is in good standing in each jurisdiction in which the character of the
properties owned or leased by it or in which the transaction of its business makes such
qualification necessary.



               (b) Authorization, Etc. The execution, delivery and performance by Imperial PFC of
each Settlement Document and each Transaction Document to which it is or will be a party, (i) have
been duly authorized by all necessary action, (ii) do not and will not contravene any of its
Governing Documents or any applicable Requirement of Law or any Contractual Obligation binding on
or otherwise affecting it or any of its properties, (iii) do not and will not result in or require
the creation of any Lien (other than pursuant to any Settlement Document) upon or with respect to
any of its properties, and (iv) do not and will not result in any



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



default, noncompliance, suspension, revocation, impairment, forfeiture or nonrenewal of any
permit, license, authorization or approval applicable to its operations or any of its properties.




               (c) Governmental Approvals. No authorization or approval or other action by, and no
notice to or filing with, any Governmental Authority is required in connection with the due
execution, delivery and performance by Imperial PFC of any Settlement Document to which it is or
will be a party.



               (d) Enforceability of Settlement Documents. This Agreement is, and each other
Settlement Document to which Imperial PFC is or will be a party, when delivered hereunder, will be,
a legal, valid and binding obligation of such Person, enforceable against such Person in accordance
with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors’ rights generally.



               (e) Capitalization; Subsidiaries. On the Effective Date, after giving effect to the
transactions contemplated hereby to occur on the Effective Date, the authorized Equity Interests of
Imperial PFC and the issued and outstanding Equity Interests of Imperial PFC are as set forth on
Schedule 6.01(e). All of the issued and outstanding shares of Equity Interests of Imperial PFC
have been validly issued and are fully paid and nonassessable, and the holders thereof are not
entitled to any preemptive, first refusal or other similar rights. Except as described on Schedule
6.01(e), as of the Effective Date, there are no outstanding debt or equity securities of Imperial
PFC and no outstanding obligations of Imperial PFC convertible into or exchangeable for, or
warrants, options or other rights for the purchase or acquisition from Imperial PFC, or other
obligations of Imperial PFC to issue, directly or indirectly, any shares of Equity Interests of
Imperial PFC. Imperial PFC has no Subsidiaries.



               (f) Litigation; Commercial Tort Claims. There is no pending or, to the best knowledge
of Imperial PFC, threatened action, suit or proceeding affecting Imperial PFC, any of its
properties, the Insurance Premium Loans, the related Life Insurance Policies or the beneficial
interests of the related Premium Finance Borrowers before any court or other Governmental Authority
or any arbitrator that (A) if adversely determined, could reasonably be expected to have a Material
Adverse Effect or (B) relates to this Agreement or any other Settlement Document, the Transaction
Documents or any transaction contemplated hereby or thereby. As of the Effective Date, Imperial
PFC does not hold any commercial tort claims in respect of which a claim has been filed in a court
of law or a written notice by an attorney has been given to a potential defendant.



               (g) Financial Condition. The Financial Statements, copies of which have been
delivered to Lexington, fairly present the consolidated financial condition of Imperial and its
Subsidiaries as at the respective dates thereof and the consolidated results of operations of
Imperial and its Subsidiaries for the fiscal periods ended on such respective dates, all in
accordance with GAAP, and since December 31, 2009 no event or development has occurred that has had
or could reasonably be expected to have a Material Adverse Effect.



               (h) Compliance with Law, Etc. Imperial PFC is not in violation of (i) any of its
Governing Documents, (ii) any domestic or foreign Requirement of Law, including,



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



without limitation, any statute, legislation or treaty, any guideline, directive, rule,
standard, requirement, policy, order, judgment, injunction, award or decree of any Governmental
Authority, in each case, applicable to it or any of its property or assets (including any insurance
premium financing laws), or (iii) any material term of any Contractual Obligation (including,
without limitation, any Material Contract) binding on or otherwise affecting it or any of its
properties, and no Default or Event of Default has occurred and is continuing.




               (i) ERISA. Imperial PFC does not contribute to, sponsor, maintain or have an
obligation to contribute to or maintain any Multiemployer Plan or any defined benefit plan and has
not at any time prior to the date hereof established, sponsored or maintained, been a party to and
has not at any time prior to the date hereof contributed or been obligated to contribute to or
maintain any Multiemployer Plan or any defined benefit plan.



               (j) Taxes, Etc. All Federal, state and local tax returns and other reports required
by applicable Requirements of Law to be filed by Imperial PFC have been filed, or extensions have
been obtained, and all taxes, assessments and other governmental charges imposed upon Imperial PFC
or any property of Imperial PFC and which have become due and payable on or prior to the date
hereof have been paid.



               (k) Regulations T, U and X. Imperial PFC is not and will not be engaged in the
business of extending credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation T, U or X), and no proceeds of the payment of the Settlement Amount on behalf
of Imperial PFC will be used to purchase or carry any margin stock or to extend credit to others
for the purpose of purchasing or carrying any margin stock.



               (l) Nature of Business. Imperial PFC is not engaged in any business other than the
purchase or other acquisition of Insurance Premium Loans from the Originator.



               (m) Adverse Agreements, Etc. Imperial PFC is not a party to any Contractual
Obligation or subject to any restriction or limitation in any Governing Document or any judgment,
order, regulation, ruling or other requirement of a court or other Governmental Authority, which
(either individually or in the aggregate) has, or in the future could reasonably be expected
(either individually or in the aggregate) to have, a Material Adverse Effect.



               (n) Permits, Etc. Each of the Originator and Imperial PFC has, and is in compliance
with, all permits, licenses, authorizations, approvals, entitlements and accreditations required
for such Person lawfully to own, lease, manage or operate, or to acquire, each business currently
owned, leased, managed or operated, or to be acquired, by such Person (including, without
limitation, all insurance premium financing permits and licenses required in the Applicable
Licensed States). No condition exists or event has occurred which, in itself or with the giving of
notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture
or non-renewal of any such permit, license, authorization, approval, entitlement or accreditation,
and there is no claim that any thereof is not in full force and effect.



               (o) Properties. Imperial PFC has good and marketable title to, or valid participation
interests, free and clear of all Liens, except Permitted Liens, in all of its property and assets
including, without limitation, all Insurance Premium Loans, the beneficial interests of



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



the related Premium Finance Borrowers and, with regard to those Life Insurance Policies that
have been foreclosed upon, or otherwise transferred, in satisfaction of Insurance Premium Loans,
such Life Insurance Policies.




               (p) Properties of the Premium Finance Borrower. With regard to any Life Insurance
Policy that has not been foreclosed upon, or otherwise transferred, in satisfaction of the
applicable Insurance Premium Loan, the applicable Premium Finance Borrower has good and marketable
title to such Life Insurance Policy, free and clear of all Liens, except Liens in favor of the
Originator, the Insurance Collateral Agent or Imperial PFC.



               (q) Full Disclosure. Imperial PFC has disclosed to Lexington all agreements,
instruments and corporate or other restrictions to which it is subject, and all other matters known
to it, that, individually or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. None of the other reports, financial statements, certificates or other information
furnished by or on behalf of Imperial PFC to Lexington in connection with the negotiation of this
Agreement or delivered hereunder (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact necessary to make
the statements therein, in the light of the circumstances under which it was made, not misleading;
provided, that with respect to projected financial information, Imperial PFC represents
only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time prepared. Imperial PFC does not have any Indebtedness, liability, claim
(including unasserted claims whether known or unknown), loss, damage, deficiency, obligation or
responsibility, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued,
absolute, contingent or otherwise (collectively, “Liabilities”), other than as specifically
reflected or reserved against in the Effective Date Balance Sheet.



               (r) Insurance. Imperial PFC keeps its property adequately insured and maintains (i)
insurance to such extent and against such risks, including fire, as is customary with companies in
the same or similar businesses, (ii) workmen’s compensation insurance in the amount required by
applicable law, (iii) public liability insurance, which shall include product liability insurance,
in the amount customary with companies in the same or similar business against claims for personal
injury or death on properties owned, occupied or controlled by it, and (iv) such other insurance as
may be required by law or as may be reasonably required by Lexington (including, without
limitation, against larceny, embezzlement or other criminal misappropriation). Schedule 6.01(r)
sets forth a list of all insurance maintained by Imperial PFC on the Effective Date.



               (s) Solvency. Both before and after giving effect to the transactions contemplated by
this Agreement, Imperial PFC is Solvent.



               (t) Location of Bank Accounts. Schedule 6.01(t) sets forth a complete and accurate
list as of the Effective Date of all deposit, checking and other bank accounts, all securities and
other accounts maintained with any broker dealer and all other similar accounts maintained by
Imperial PFC, together with a description thereof (i.e., the bank or broker dealer at which
such deposit or other account is maintained and the account number and the purpose thereof).



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



               (u) Intellectual Property. Set forth on Schedule 6.01(u) is a complete and accurate
list as of the Effective Date of all material licenses, permits, patents, patent applications,
trademarks, trademark applications, service marks, tradenames, copyrights, copyright applications,
franchises, authorizations, non-governmental licenses and permits and other intellectual property
rights of Imperial PFC.



               (v) Material Contracts. Set forth on Schedule 6.01(v) is a complete and accurate list
as of the Effective Date of all Material Contracts of Imperial PFC, showing the parties and subject
matter thereof and amendments and modifications thereto. Each such Material Contract (i) is in
full force and effect and is binding upon and enforceable against Imperial PFC and, to the best
knowledge of Imperial PFC, all other parties thereto in accordance with its terms, (ii) has not
been otherwise amended or modified, and (iii) is not in default due to the action of Imperial PFC
or, to the best knowledge of Imperial PFC, any other party thereto.



               (w) Investment Company Act. Imperial PFC is not (i) an “investment company” or an
“affiliated person” or “promoter” of, or “principal underwriter” of or for, an “investment
company”, as such terms are defined in the Investment Company Act of 1940, as amended, or (ii)
subject to regulation under any Requirement of Law that limits in any respect its ability to incur
Indebtedness or which may otherwise render all or a portion of the Obligations unenforceable.



               (x) Bulk Sales Act. No transaction contemplated by this Agreement or any of the other
Settlement Documents or any of the Transaction Documents requires compliance with, or will be
subject to avoidance under, any bulk sales act or similar law.



               (y) No Bankruptcy Filing. Imperial PFC is not contemplating either an Insolvency
Proceeding or the liquidation of all or a major portion of Imperial PFC’s assets or property, and
Imperial PFC has no knowledge of any Person contemplating an Insolvency Proceeding against it.



               (z) Separate Existence.



                    (i) All customary formalities regarding the corporate existence of Imperial PFC has been at
all times since its formation and will continue to be observed.



                    (ii) Imperial PFC has at all times since its formation accurately maintained, and will
continue to accurately maintain, its financial statements, accounting records and other
organizational documents separate from those of any Affiliate of Imperial PFC and any other Person.
Imperial PFC has not at any time since its formation commingled, and will not commingle, its
assets with those of any of its Affiliates or any other Person. Imperial PFC has at all times
since its formation accurately maintained, and will continue to accurately maintain its own bank
accounts and separate books of account.



                    (iii) Imperial PFC has at all times since its formation paid, and will continue to pay, its
own liabilities from its own separate assets.



                    (iv) Imperial PFC has at all times since its formation identified itself, and will continue to
identify itself, in all dealings with the public, under its own name and



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



as a separate and distinct Person. Imperial PFC has not at any time since its formation
identified itself, or will identify itself, as being a division or a part of any other Person.




               (aa) Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of
Business; Chief Executive Office; FEIN. Schedule 6.01(aa) sets forth a complete and accurate
list as of the date hereof of (i) the exact legal name of Imperial PFC, (ii) the jurisdiction of
organization of Imperial PFC, (iii) the organizational identification number of Imperial PFC (or
indicates that Imperial PFC has no organizational identification number), (iv) each place of
business of Imperial PFC, (v) the chief executive office of Imperial PFC and (vi) the federal
employer identification number of Imperial PFC.



               (bb) Locations of Collateral. There is no location at which Imperial PFC has any
Collateral other than those locations listed on Schedule 6.01(bb).



               (cc) Security Interests. Each of the Security Agreement and Guarantor Security
Agreement creates in favor of Lexington a legal, valid and enforceable security interest in the
Collateral secured thereby. Upon the filing of the UCC-1 financing statements described in Section
5.01(b)(iv), such security interests in and Liens on the Collateral granted thereby shall be
perfected, first priority security interests, and no further recordings or filings are or will be
required in connection with the creation, perfection or enforcement of such security interests and
Liens, other than the filing of continuation statements in accordance with applicable law.



               (dd) Anti-Terrorism Laws.



                    (i) General. Neither Imperial PFC nor any Affiliate of Imperial PFC, is in violation
of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or
avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions
set forth in any Anti-Terrorism Law.



                    (ii) Executive Order No. 13224. Neither Imperial PFC, nor any Affiliate of Imperial
PFC, or their respective agents acting or benefiting in any capacity in connection with the
transactions hereunder, is any of the following (each, a “Blocked Person”):



                         (A) a Person that is listed in the annex to, or is otherwise subject to the provisions of, the
Executive Order No. 13224;



                         (B) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed
in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224;



                         (C) a Person or entity with which Lexington is prohibited from dealing or otherwise engaging
in any transaction by any Anti-Terrorism Law;



                         (D) a Person or entity that commits, threatens or conspires to commit or supports “terrorism”
as defined in the Executive Order No. 13224;



                         (E) a Person or entity that is named as a “specially designated national” on the most current
list published by the U.S. Treasury Department Office



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



of Foreign Assets Control at its official website or any replacement website or other
replacement official publication of such list, or




                         (F) a Person or entity who is affiliated or associated with a person or entity listed above.



                    (iii) None of Imperial PFC nor, to the knowledge of Imperial PFC, any of its agents acting in
any capacity in connection with the transactions hereunder (i) conducts any business or engages in
making or receiving any contribution of funds, goods or services to or for the benefit of any
Blocked Person, or (ii) deals in, or otherwise engages in any transaction relating to, any property
or interests in property blocked pursuant to the Executive Order No. 13224.



               (ee) Loan Origination. All Insurance Premium Loans were originated in accordance with
the requirements of this Agreement, the Financing Agreement, the Individual Guaranty, dated as of
August 7, 2008, made by Antony Mitchell in favor of Ableco, the Individual Guaranty, dated as of
August 7, 2008, made by Jonathan Neuman in favor of Ableco, the Pledge and Security Agreement,
dated as of August 7, 2008, by the Originator in favor of Ableco, the Pledge and Security
Agreement, dated as of August 7, 2008, by Imperial PFC in favor of Ableco, the Collateral Agency
Agreement, dated as of August 7, 2008, among the Originator, Imperial PFC, the Insurance Collateral
Agent and Ableco and the Fee Letter, dated as of August 7, 2008, between Imperial PFC and Ableco,
the Transaction Documents, all Requirements of Law and the investment procedures and criteria of
the Originator and Imperial PFC consistent with past practices.



               (ff) Eligible Insurance Premium Loans. Each of the Insurance Premium Loans is, as of
the Effective Date, an Eligible Insurance Premium Loan, and as of the date on which such Insurance
Premium Loan was made, was an Eligible Insurance Premium Loan (as defined in the Financing
Agreement), in each case, unless Lexington shall have otherwise consented in writing.



               (gg) Collections. The Servicer included in each Loan Documentation Package an
instruction that all Premium Finance Borrowers and Insurance Providers will cause all payments and
Collections in respect of the Insurance Premium Loans to be deposited directly to the Collection
Account.



               (hh) Loan Documentation Package. With respect to each Insurance Premium Loan, each of
the documents that was executed and/or delivered in connection with such Insurance Premium Loan is
in the same form as the corresponding document in the Loan Documentation Package.



               (ii) Prohibited Acts and Imperial Prohibited Acts. No Prohibited Acts or Imperial
Prohibited Acts have been committed by Imperial PFC or any of its Affiliates.



               (jj) Prior Reporting Information. All of the information that was previously provided
under the Financing Agreement to Ableco, as a lender, collateral agent or administrative agent
thereunder, including but not limited to the reports that were provided pursuant to Section 7.01(a)
thereof, has been provided to Lexington and, at the time of such



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



delivery, was true, correct and complete in all material respects. In addition, all of the
information that was required to be delivered by Imperial PFC to Ableco under the Financing
Agreement was delivered.




               (kk) Records and Books of Account. The records and books of account of Imperial PFC
are accurate, with complete entries made to have permitted and to permit the preparation of
financial statements in accordance with GAAP. Imperial PFC has caused the Servicer to maintain and
implement administrative and operating procedures (including, without limitation, an ability to
re-create records evidencing the Insurance Premium Loans in the event of the destruction of the
originals thereof) and to keep and maintain all documents, books, records and other information
reasonably necessary or advisable for the collection of all Insurance Premium Loans and related
security (including the applicable Life Insurance Policies).



               (ll) Indebtedness. Imperial PFC has not created, incurred, assumed, guaranteed or
suffered to exist, or otherwise become liable with respect to any Indebtedness other than clause
(a) of the definition of “Permitted Indebtedness”.



               (mm) Loans, Advances, Investments, Etc. Imperial PFC has not made or committed or
agreed to make any loan (other than an Insurance Premium Loan), advance guarantee of obligations,
other extension of credit or capital contributions to, or held or invested in or committed or
agreed to hold or invest in, or purchased or otherwise acquired or committed or agreed to purchase
or otherwise acquire any shares of the Equity Interests, bonds, notes, debentures or other
securities of, or made or committed or agreed to make any other investment in, any other Person
(other than the acquisition of any Insurance Premium Loans pursuant to the Transaction Documents),
or purchase or own any futures contract or otherwise become liable for the purchase or sale of
currency or other commodities at a future date in the nature of a futures contract.



               (nn) Lease Obligations. Imperial PFC has not created, incurred or suffered to exist
any obligations as lessee (i) for the payment of rent for any real or personal property in
connection with any sale and leaseback transaction, or (ii) for the payment of rent for any real or
personal property under leases or agreements to lease.



               (oo) Capital Expenditures. Imperial PFC has not made or committed or agreed to make
any Capital Expenditure (by purchase or Capitalized Lease).



               (pp) Third-Party Fees. Imperial PFC has caused all Servicing Fees owing to the
Servicer and all fees owing to the Insurance Collateral Agent, the Cash Management Bank and all
other third parties to be timely paid when due and there are no amounts that are due to any such
Person that have been outstanding for more than sixty (60) days.



               (qq) Transactions with Affiliates. Imperial PFC has not entered into, renewed,
extended or been a party to any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or
the rendering of services of any kind) with any Affiliate, except (i) in the ordinary course of
business in a manner and to an extent consistent with past practice and necessary or desirable



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



for the prudent operation of its business, for fair consideration and on terms no less
favorable to it than would be obtainable in a comparable arm’s length transaction with a Person
that is not an Affiliate thereof, (ii) the transactions contemplated by the Insurance Premium Loan
Sale and Assignment Agreements and (iii) the transactions contemplated by the Master Participation
Agreement. In connection with the foregoing, the Effective Date Balance Sheet does not reflect any
intercompany balances (e.g., intercompany accounts payable or accounts receivable balances)
relating to Imperial PFC’s transactions with any Affiliate of Imperial PFC.




               (rr) Transfer of Matured Insurance Premium Loans. With respect to each Insurance
Premium Loan that had an Insurance Premium Loan Maturity Date on or before the date that is ten
(10) days prior to the Effective Date and where the related Premium Finance Borrower failed to pay
all outstanding interest and principal due thereon on the Insurance Premium Loan Maturity Date, the
related Life Insurance Policy or beneficial interest in a Premium Finance Borrower that owns a Life
Insurance Policy has been foreclosed upon, or otherwise transferred, in satisfaction of such
Insurance Premium Loan. With respect to each Insurance Premium Loan that had an Insurance Premium
Loan Maturity Date after the date that is ten (10) days prior to the Effective Date and prior to
the Effective Date and where the related Premium Finance Borrower failed to pay all outstanding
interest and principal due thereon on the Insurance Premium Loan Maturity Date, in satisfaction of
such Insurance Premium Loan, each of Imperial PFC and any applicable Affiliate thereof is in the
process of exercising its legal remedies in connection with the foreclose upon, or transfer of, the
related Life Insurance Policy or beneficial interest in the related Premium Finance Borrower.



               (ss) Unencumbered Life Insurance Policies and Beneficial Interests. With regard to
any Insurance Premium Loan that had an Insurance Premium Loan Maturity Date prior to the Effective
Date, in the event of any foreclosure on, or other transfer of, the related Life Insurance Policy
or beneficial interest of the related Premium Finance Borrower in satisfaction of such Insurance
Premium Loan, Imperial PFC has obtained rights in such Life Insurance Policy, or in the related
beneficial interest (including the right to remove and transfer the related Life Insurance Policy
from the related Premium Finance Borrower at any time), to the extent necessary to allow such Life
Insurance Policy or such beneficial interest to be sold or otherwise disposed of free and clear of
any Lien or encumbrance.



               (tt) Maintenance of Life Insurance Policies and Beneficial Interests. With respect to
any foreclosure on, or other transfer of, the related Life Insurance Policy or beneficial interest
of a Premium Finance Borrower in satisfaction of an Insurance Premium Loan, to the extent Imperial
PFC has obtained rights in such Life Insurance Policy, or in the related beneficial interest,
necessary to allow such Life Insurance Policy or such beneficial interest to be sold or otherwise
disposed of free and clear of any Lien or encumbrance and such Life Insurance Policy or beneficial
interest has not been sold or otherwise disposed of, Imperial PFC has maintained and currently
possesses such rights in such Life Insurance Policy or in the related beneficial interest
(including the right to remove and transfer the related Life Insurance Policy from the related
Premium Finance Borrower at any time).



               (uu) Sufficiency of Settlement Amount. The Settlement Amount is equal to or greater
than the sum of the Payoff Amount and the Reimbursement Amount.



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



               (vv) Compliance. Imperial PFC has complied in all material respects with the
covenants set forth in the Financing Agreement (other than those covenants or portions thereof that
contain materiality or Material Adverse Effect qualifiers, which shall have been complied with in
all respects).



               (ww) Remarketing. In the event of any foreclosure on, or other transfer of, a Life
Insurance Policy or beneficial interest of a Premium Finance Borrower in satisfaction of an
Insurance Premium Loan prior to the date of this Agreement (i) Imperial PFC shall have instructed
the Remarketing Agent to sell or otherwise dispose of such Life Insurance Policy or such beneficial
interest, (ii) Imperial PFC, upon request of the Remarketing Agent, shall have delivered to the
Remarketing Agent or the purchaser of such Life Insurance Policy or such beneficial interest all
documentation relating thereto and (iii) Imperial PFC shall not have instructed, caused or
permitted any Person other than the Remarketing Agent to sell or otherwise dispose of such Life
Insurance Policy or such beneficial interest.



               (xx) Organizational Chart. Schedule 6.01(ww) sets forth a complete and accurate list
as of the Effective Date of the organizational chart of Imperial which shall include the holders of
its Equity Interests, its Subsidiaries and its Affiliates.



               (yy) Schedules. All of the information which is required to be scheduled to this
Agreement is set forth on the Schedules attached hereto, is correct and accurate and does not omit
to state any information material thereto.



               (zz) Life Insurance Policies. With regard to each Life Insurance Policy, no policy
loan nor cash withdrawal has been made and no surrender has occurred, in all cases, without the
prior written consent of Lexington. With regard to each Life Insurance Policy, to the best of
Imperial PFC’s Knowledge (1) no lapse has occurred and (2) no Insurance Provider has rescinded or
contested such Life Insurance Policy (including, without limitation, on the basis of a lack of
insurable interest), in each case, except to the extent disclosed to Lexington.



               (aaa) Insurance Premium Loans. Schedule 6.01(aaa) sets forth all Insurance Premium
Loans that have been made by the Originator at any time along with whether or not each such
Insurance Premium Loan is outstanding on the date hereof.



               (bbb) Rights in the Life Insurance Policy or Beneficial Interest. With regard to each
Insurance Premium Loan (1) the Insurance Collateral Agent shall have received a collateral
assignment of the related Life Insurance Policy (which assignment shall be made as contemplated by
the Loan Documentation Package and shall be free and clear of all adverse claims), (2) the
Originator shall have received a pledge of the beneficial interest of the Premium Finance Borrower
for the benefit of Imperial PFC and (3) none of such Insurance Premium Loan, the related Life
Insurance Policy and the related beneficial interest of the Premium Finance Borrower shall have
otherwise been pledged as security to any other Person except Imperial PFC.



               (ccc) Form of Trust Agreement. Each of the Trust Agreements is substantially in the
form of Exhibit O attached hereto.



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



               (ddd) Release of Escrow Funds. All monies held in escrow pursuant to any Escrow
Agreement have been released to the relevant Insurance Provider and the relevant institutional
trustee, financial institution or Non-Corporate Trustee, as applicable, acting as a trustee or
co-trustee of the relevant Premium Finance Borrower.



               (eee) Representations and Warranties in Documents; Absence of Certain Defaults. All
representations and warranties set forth in this Agreement and the other applicable Settlement
Documents are true and correct in all material respects (other than those representations and
warranties or portions thereof that contain materiality or Material Adverse Effect qualifiers,
which shall be true and correct in all respects) at the time as of which such representations were
made. No Event of Default under Section 9.01(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k),
(l), (m), (n) (but solely with respect to any material loss or theft of any Collateral), (o), (p),
(q), (r) or (s) has occurred and is continuing and no condition exists which constitutes a Default
or Event of Default under Section 9.01(a), (b), (c), (d), (e), (f), (g), (h), (i), (j), (k), (l),
(m), (n) (but solely with respect to any material loss or theft of any Collateral), (o), (p), (q),
(r) or (s).



ARTICLE VII




COVENANTS OF IMPERIAL PFC



          Section 7.01 Affirmative Covenants. Except as otherwise provided in this Section 7.01, so long as
any Obligation (whether or not due) shall remain unpaid or unsatisfied, Imperial PFC will, unless
Lexington shall otherwise consent in writing:





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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.





               (a) Reporting Requirements. For so long as any Insurance Premium Loans remain
outstanding and for six (6) months following the maturity of the last to mature of the Insurance
Premium Loans owned, actually or beneficially, by Imperial PFC and, thereafter (but only to the
extent Lexington reimburses Imperial PFC for all costs and expenses incurred by or on behalf of
Imperial PFC in furnishing the reports, documents and information described below), Imperial PFC
shall furnish to Lexington:



                    (i) (x) as soon as available and in any event within 45 days after the end of each fiscal
quarter of Imperial and its Subsidiaries and Imperial PFC, commencing with the first fiscal quarter
of Imperial and its Subsidiaries and Imperial PFC ending after the Effective Date, (A) consolidated
and consolidating balance sheets, consolidated and consolidating statements of operations and
retained earnings and consolidated and consolidating statements of cash flows of Imperial and its
Subsidiaries as at the end of such quarter and (B) balance sheets, statements of operations and
retained earnings and cash flows of Imperial PFC as at the end of such quarter, for the period
commencing at the end of the immediately preceding Fiscal Year and ending with the end of such
quarter, setting forth in each case in comparative form the figures for the corresponding date or
period set forth in the financial statements for the immediately preceding Fiscal Year, all in
reasonable detail and certified by an Authorized Officer of Imperial and Imperial PFC, as
applicable, as fairly presenting, in all material respects, the financial position of Imperial and
its Subsidiaries and Imperial PFC, as applicable, as of the end of such quarter and the results of
operations and cash flows of Imperial and its Subsidiaries and Imperial PFC for such quarter, in
accordance with GAAP applied in a manner consistent with that of the most recent audited financial
statements of Imperial and its Subsidiaries and Imperial PFC, as applicable, furnished to
Lexington, subject to the absence of footnotes and (y) promptly upon request by Lexington and in
connection with Lexington’s financial reporting purposes, such other information concerning any
fiscal quarter of Imperial PFC as Lexington may from time to time reasonably request;



                    (ii) (x) as soon as available, and in any event within 180 days after the end of each Fiscal
Year of Imperial and its Subsidiaries, consolidated and consolidating balance sheets, consolidated
and consolidating statements of operations and retained earnings and consolidated and consolidating
statements of cash flows of Imperial and its Subsidiaries as at the end of such Fiscal Year,
setting forth in each case in comparative form the figures for the corresponding date or period set
forth in the financial statements for the immediately preceding Fiscal Year, all in reasonable
detail and prepared in accordance with GAAP, and accompanied by a report and an unqualified
opinion, prepared in accordance with generally accepted auditing standards, of independent
certified public accountants of recognized standing selected by Imperial and satisfactory to
Lexington (which opinion shall be without (A) a “going concern” or like qualification or exception,
(B) any qualification or exception as to the scope of such audit, or (C) any qualification which
relates to the treatment or classification of any item and which, as a condition to the removal of
such qualification, would require an adjustment to such item), together with a written statement of
such accountants (1) to the effect that, in making the examination necessary for their
certification of such financial statements, they have not obtained any knowledge of the existence
of an Event of Default or a Default and (2) if such accountants shall have obtained any knowledge
of the existence of an Event of Default or such Default, describing the nature thereof and (y)
promptly upon request by Lexington and in connection with



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




Lexington’s financial reporting purposes, such other information concerning any Fiscal Year of
Imperial PFC as Lexington may from time to time reasonably request;




                    (iii) simultaneously with the delivery of the financial statements of Imperial and its
Subsidiaries and Imperial PFC required by clauses (i) and (ii) of this Section 7.01(a), a
certificate of an Authorized Officer of Imperial and Imperial PFC, as applicable, stating that such
Authorized Officer has reviewed the provisions of this Agreement and the other Settlement Documents
and has made or caused to be made under his or her supervision a review of the condition and
operations of Imperial and its Subsidiaries and Imperial PFC during the period covered by such
financial statements with a view to determining whether Imperial and its Subsidiaries and Imperial
PFC were in compliance with all of the provisions of this Agreement and such other Settlement
Documents at the times such compliance is required hereby and thereby, and that such review has not
disclosed, and such Authorized Officer has no knowledge of, the existence during such period of an
Event of Default or Default or, if an Event of Default or Default existed, describing the nature
and period of existence thereof and the action which Imperial and its Subsidiaries and Imperial PFC
propose to take or have taken with respect thereto;



                    (iv) as soon as available and in any event within ten (10) days after the end of each fiscal
month of Imperial PFC, commencing with the first fiscal month of Imperial PFC ending after the
Effective Date, (A) a report, in form and detail satisfactory to Lexington, listing all of Imperial
PFC’s cash flow activity during the preceding fiscal month along with each bank account
reconciliation that reconciles a bank account balance to Imperial PFC’s account balance as of the
end of the preceding fiscal month, (B) an updated Loan Schedule, which shall include, without
limitation, with respect to each Insurance Premium Loan listed therein, the related Insurance
Premium Loan Maturity Date and each related insurance premium payment date, (C) a copy of the trial
balance of Imperial PFC for the preceding fiscal month, (D) copies of the minutes of meetings of
the members of Imperial PFC or other governance committees or groups thereof that occurred during
the preceding fiscal month and (E) an updated Loan, Collateral and Assets Schedule (such that
references to “Effective Date” in the description of a “Loan, Collateral and Assets Schedule” shall
be to the last day of the applicable fiscal month) reflecting any changes during the preceding
fiscal month including, without limitation, the maturity of any Insurance Premium Loan and the sale
of a Life Insurance Policy, in each case, during such fiscal month; and



                    (v) within ten (10) days after the end of each fiscal month of Imperial PFC, commencing with
the first fiscal month of Imperial PFC ending after the Effective Date, a certificate of an
Authorized Officer of Imperial PFC, certifying that (A) the trial balance delivered to Lexington
pursuant to Section 7.01(a)(iv) hereof includes all assets and Liabilities that would be
reflected on financial statements prepared by Imperial PFC in accordance with GAAP, (B) there are
no Liabilities of Imperial PFC other than as specifically reflected in the trial balancing relating
to the preceding fiscal month and (C) all information and documentation delivered to Lexington
pursuant to this Section 7.01(a) is accurate and complete.



               (b) Except as otherwise provided in this Section 7.01(b), so long as any Obligation (whether
or not due) shall remain unpaid or unsatisfied, Imperial PFC will, unless Lexington shall otherwise
consent in writing, furnish to Lexington:



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




                    (i) as soon as possible, and in any event within three (3) days after the occurrence of an
Event of Default or Default or the occurrence of any event or development that could reasonably be
expected to have a Material Adverse Effect, the written statement of an Authorized Officer of
Imperial PFC setting forth the details of such Event of Default or Default or other event or
development having a Material Adverse Effect and the action which Imperial PFC proposes to take
with respect thereto;



                    (ii) (A) promptly after the commencement thereof but in any event not later than [*] days
after service of process with respect thereto on, or the obtaining of knowledge thereof by,
Imperial PFC, notice of each action, suit or proceeding before any court or other Governmental
Authority or other regulatory body or any arbitrator which, if adversely determined, could
reasonably be expected to have a Material Adverse Effect and (B) as soon as possible and in any
event within [*] Business Days of Imperial PFC’s Knowledge thereof, notice of (x) material
litigation, investigation or proceeding related to Imperial PFC or any Affiliate of Imperial PFC,
and in connection with its insurance premium or life settlement business, the Insurance Premium
Loans, the Life Insurance Policies or any of the Transaction Documents and in each case, not
previously disclosed to Lexington, and (y) any material adverse development in previously disclosed
litigation, investigation or proceeding relating to Imperial PFC or any of its Affiliates and in
connection with its insurance premium or life settlement business, the Insurance Premium Loans, the
Life Insurance Policies or any of the Transaction Documents;



                    (iii) as soon as possible and in any event within 5 days after execution, receipt or delivery
thereof, copies of any material notices that Imperial PFC delivers or receives in connection with
any Material Contract;



                    (iv) as soon as possible and in any event within 5 days after the delivery thereof to Imperial
PFC’s Board of Directors, copies of the monthly board reports so delivered;



                    (v) promptly upon receipt thereof, copies of all financial reports (including, without
limitation, management letters), if any, submitted to Imperial PFC or Imperial regarding Imperial
PFC by its auditors in connection with any annual or interim audit of the books thereof;



                    (vi) promptly upon receipt thereof, copies of all notices, reports and other information
received from the Originator pursuant to the Master Participation Agreement;



                    (vii) promptly upon receipt thereof, copies of all notices, reports and other information from
any trustee, grantor or beneficiary under each Trust Agreement or any other Person, of any such
event or circumstance of which such Person has actual knowledge or notice that could reasonably be
expected to materially and adversely affect the validity, collectability or enforceability of any
Life Insurance Policy, including, without limitation, any notices from an Insurance Provider with
respect to terminations, exclusions, default notices and cancellations of such Life Insurance
Policy or any fraudulent activity or Prohibited Acts on the part of any insurance agent or broker;



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



                    (viii) promptly upon receipt thereof, copies of all notices, reports and other information
from the Servicer of any such event or circumstance of which such Person has actual knowledge or
notice that could reasonably be expected to materially and adversely affect the financing,
collectability or enforceability of any Insurance Premium Loan, including, without limitation, by
any fraudulent activity or Prohibited Acts on the part of any insurance agent or broker related to
the origination of the related Insurance Premium Loan;



                    (ix) promptly after becoming aware thereof, notice of any event or circumstance relating to
Imperial PFC, the Originator or any of their Affiliates, and in connection with its insurance
premium or life settlement business, the Insurance Premium Loans, the Life Insurance Policies or
any of the Transaction Documents that could reasonably be expected to have a Material Adverse
Effect (including any change in law with respect to the origination, financing, acquisition of
insurance premium loans and/or life insurance policies in any Applicable Licensed State or
Applicable Non-Licensed State otherwise);



                    (x) promptly upon receipt thereof, copies of all notices, reports and other information
received by the Originator from the escrow agent under each Escrow Agreement;



                    (xi) as soon as available and in any event within three (3) Business Days after the end of
each week commencing with the first week ending after the Effective Date, a report setting forth
the details of each Eligible Insurance Premium Loan for which the related Premium Finance Borrower
is a trust that does not have either (A) an institutional trustee or financial institution or (B) a
Non-Corporate Trustee as trustee or co-trustee under the related Trust Agreement, including,
without limitation, the issuance date, maturity date and outstanding principal amount of each such
Eligible Insurance Premium Loan;



                    (xii) within three Business Days of obtaining knowledge that any Life Insurance Policy is not
current with respect to the premiums, Imperial shall provide Lexington with notice thereof;



                    (xiii) promptly upon request, such other information concerning the condition or operations,
financial or otherwise, of Imperial PFC as Lexington may from time to time reasonably request;



                    (xiv) promptly after submission to any Governmental Authority, all documents and information
furnished to such Governmental Authority in connection with any investigation of Imperial PFC or
the Originator or any of their Affiliates other than routine inquiries by such Governmental
Authority;



                    (xv) promptly after receipt thereof, copies of all notices, communications, correspondence,
reports and other information received from Ableco or any other Person in connection with the
Financing Agreement or the other Loan Documents (as defined in the Financing Agreement);



                    (xvi) promptly after becoming aware thereof, with regard to any Premium Finance Borrower,
notice of any applicable institutional trustee, financial institution or Non-Corporate Trustee no
longer serving as a trustee or co-trustee thereof; and



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



                    (xvii) on a quarterly basis, promptly upon Lexington’s request, commencing with the first
fiscal quarter of Imperial PFC ending after the Effective Date, such other information and access
to the directors, officers, managerial employees, independent accountants and other representatives
of Imperial PFC, in each case, as may be reasonably required by Lexington in order to complete its
consolidated financial statement reporting, including any related disclosure information.



               (c) Compliance with Laws, Etc. Comply with all Requirements of Law (including,
without limitation, all those which relate to the origination, financing, acquisition and/or
transfer of Insurance Premium Loans), judgments and awards (including any settlement of any claim
that, if breached, could give rise to any of the foregoing), such compliance to include, without
limitation, (i) paying before the same become delinquent all taxes, assessments and governmental
charges or levies imposed upon it or upon its income or profits or upon any of its properties, and
(ii) paying all lawful claims which if unpaid might become a Lien or charge upon any of its
properties, except to the extent contested in good faith by proper proceedings which stay the
imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to
which adequate reserves have been set aside for the payment thereof in accordance with GAAP. If
Imperial PFC obtains actual knowledge that any Insurance Premium Loan failed at any time to comply
in any material respect with any Requirements of Law, Imperial PFC shall take all reasonable action
to remedy such non-compliance and shall promptly provide Lexington with notice thereof.



               (d) Preservation of Existence, Etc. Maintain and preserve its existence, rights and
privileges, and become or remain duly qualified and in good standing in each jurisdiction in which
the character of the properties owned or leased by it or in which the transaction of its business
makes such qualification necessary.



               (e) Keeping of Records and Books of Account. Keep adequate records and books of
account, with complete entries made to permit the preparation of financial statements in accordance
with GAAP. Cause the Servicer to maintain and implement administrative and operating procedures
(including, without limitation, an ability to re-create records evidencing the Insurance Premium
Loans in the event of the destruction of the originals thereof) and keep and maintain all
documents, books, records and other information reasonably necessary or advisable for the
collection of all Insurance Premium Loans and related security (including the applicable Life
Insurance Policies).



               (f) Inspection Rights. Permit the agents and representatives of Lexington at any time
and from time to time during normal business hours, at the expense of Imperial PFC, to examine or
audit and make copies of and abstracts from its records and books of account (including, without
limitation, to review and obtain copies of or make abstracts of the items comprising the Loan
Documentation Packages, and discuss matters relating to the Insurance Premium Loans and Life
Insurance Policies and the performance by such Person of its duties hereunder and under the
Transaction Documents to which it is a party), to visit and inspect its properties, to verify
materials, leases, notes, accounts receivable, deposit accounts and its other assets, to conduct
audits or examinations and to discuss its affairs, finances and accounts with any of its directors,
officers, managerial employees, independent accountants or any of its other representatives. In
furtherance of the foregoing, Imperial PFC hereby authorizes its



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




independent accountants to discuss the affairs, finances and accounts of such Person
(independently or together with representatives of such Person) with the agents and representatives
of Lexington in accordance with this Section 7.01(f). To the extent that any records or books of
account are maintained by a third party on behalf of Imperial PFC, Imperial PFC shall ensure that
any related agreement with such third party allows for Lexington to examine such records or books
of account and Imperial PFC shall direct such third party to allow Lexington to examine such
records or books of account in accordance with this paragraph.




               (g) Maintenance of Properties, Etc. Maintain and preserve all of its properties which
are necessary or useful in the proper conduct of its business in good working order and condition,
ordinary wear and tear excepted, and comply at all times with the provisions of all leases to which
it is a party as lessee or under which it occupies property, so as to prevent any loss or
forfeiture thereof or thereunder.



               (h) Maintenance of Insurance. Maintain insurance with responsible and reputable
insurance companies or associations (including, without limitation, comprehensive general
liability, hazard, rent and business interruption insurance) with respect to its properties
(including all real properties leased or owned by it) and business, in such amounts and covering
such risks as is required by any Governmental Authority having jurisdiction with respect thereto or
as is carried generally in accordance with sound business practice by companies in similar
businesses similarly situated and in any event in amount, adequacy and scope reasonably
satisfactory to Lexington. All policies covering the Collateral are to be made payable to
Lexington, as its interests may appear, in case of loss, under a standard non-contributory “lender”
or “secured party” clause and are to contain such other provisions as Lexington may require to
fully protect Lexington’s interest in the Collateral and to any payments to be made under such
policies. All certificates of insurance are to be delivered to Lexington and the policies are to
be premium prepaid, with the loss payable and additional insured endorsement in favor of Lexington
and such other Persons as Lexington may designate from time to time, and shall provide for not less
than 30 days’ prior written notice to Lexington of the exercise of any right of cancellation. If
Imperial PFC fails to maintain such insurance, Lexington may arrange for such insurance, but at
Imperial PFC’s expense and without any responsibility on Lexington’s part for obtaining the
insurance, the solvency of the insurance companies, the adequacy of the coverage, or the collection
of claims. Upon the occurrence and during the continuance of an Event of Default, Lexington shall
have the sole right to file claims under any insurance policies, to receive, receipt and give
acquittance for any payments that may be payable thereunder, and to execute any and all
endorsements, receipts, releases, assignments, reassignments or other documents that may be
necessary to effect the collection, compromise or settlement of any claims under any such insurance
policies.



               (i) Obtaining of Permits, Etc. Obtain, maintain and preserve and take all necessary
action to timely renew, all permits, licenses, authorizations, approvals, entitlements and
accreditations which are necessary or useful in the proper conduct of its business.



               (j) Further Assurances. Take such action and execute, acknowledge and deliver, at its
sole cost and expense, such agreements, instruments or other documents as Lexington may require
from time to time in order (i) to carry out more effectively the purposes of this Agreement and the
other Settlement Documents, (ii) to subject to valid and perfected first



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




priority Liens any of the Collateral or any other property of Imperial PFC, (iii) to establish
and maintain the validity and effectiveness of any of the Settlement Documents and the validity,
perfection and priority of the Liens intended to be created thereby, and (iv) to better assure,
convey, grant, assign, transfer and confirm unto Lexington the rights now or hereafter intended to
be granted to it under this Agreement or any other Settlement Document. In furtherance of the
foregoing, to the maximum extent permitted by applicable law, Imperial PFC (i) authorizes Lexington
to execute any such agreements, instruments or other documents in Imperial PFC’s name and to file
such agreements, instruments or other documents in any appropriate filing office, (ii) authorizes
Lexington to file any financing statement required hereunder or under any other Settlement
Document, and any continuation statement or amendment with respect thereto, in any appropriate
filing office without the signature of Imperial PFC, and (iii) ratifies the filing of any financing
statement, and any continuation statement or amendment with respect thereto, filed without the
signature of Imperial PFC prior to the date hereof.




               (k) Change in Collateral; Collateral Records. (i) Give Lexington not less than 30
days’ prior written notice of any change in the location of any Collateral, other than to locations
set forth on Schedule 6.01(bb) and with respect to which Lexington has filed financing statements
and otherwise fully perfected its Liens thereon, (ii) advise Lexington promptly, in sufficient
detail, of any material adverse change relating to the type, quantity or quality of the Collateral
or the Lien granted thereon and (iii) execute and deliver to Lexington from time to time, solely
for Lexington’s convenience in maintaining a record of Collateral, such written statements and
schedules as Lexington may reasonably require, designating, identifying or describing the
Collateral.



               (l) Subordination. Cause all Indebtedness and other obligations now or hereafter owed
by it to any of its Affiliates to be subordinated in right of payment and security to the
Obligations owing to Lexington in accordance with a subordination agreement in form and substance
satisfactory to Lexington.



               (m) Fiscal Year. Cause the Fiscal Year of Imperial PFC to end on December 31st of
each calendar year unless Lexington consents to a change in such Fiscal Year (and appropriate
related changes to this Agreement).



               (n) Collections. On the Business Day of such receipt, remit (or cause to be remitted)
to the Collection Account all Collections with respect to Insurance Premium Loans received directly
by the Servicer, the Originator, Imperial PFC, the Insurance Collateral Agent, any of their
Affiliates or any other Person on their behalf.



               (o) Servicer. Cause all Servicing Fees owing to the Servicer under the Servicing
Agreement to be timely paid when due and payable under the Servicing Agreement. Maintain the
Servicing Agreement in full force and effect.



               (p) Insurance Collateral Agent. Cause all fees owing to the Insurance Collateral
Agent under the Collateral Agency Agreement to be timely paid when due and payable under the
Collateral Agency Agreement. Maintain the Collateral Agency Agreement in full force and effect.



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




               (q) Other Third Parties. Cause all fees owing to any third party other than the
Servicer and the Insurance Collateral Agent under the relevant agreement to be timely paid when due
and payable under such agreement. Maintain each such agreement in full force and effect.



               (r) Separateness. Imperial PFC shall (i) have the Servicer act as agent of Imperial
PFC solely through the Servicing Agreement or express agencies created by arm’s-length agreement,
as the case may be; provided, that the Servicer fully discloses to any third party the
agency relationship with Imperial PFC; provided, further, that it receives fair
compensation or compensation consistent with regulatory requirements, as appropriate, from Imperial
PFC for the services provided;



                    (ii) allocate all overhead on the basis of actual use to the extent practicable and, to the
extent such allocation is not practicable, on a basis reasonably related to actual use;



                    (iii) ensure that all of its actions are duly authorized by its authorized personnel, as
appropriate and in accordance with its Governing Documents;



                    (iv) maintain Imperial PFC’s books and records separately from those of any other Person, use
separate stationery bearing the name “Imperial PFC Financing, LLC” in all correspondence and use
separate invoices and checks, as applicable;



                    (v) prepare financial statements for itself, and for itself on a consolidated basis, in each
case separate from the financial statements of any other Person;



                    (vi) at all times, act solely in its own name and through its duly authorized officers or
agents, in order to maintain an arm’s-length relationship with all other Persons and shall not
enter into any contract, agreement or arrangement with any other Person except (A) as contemplated
by or provided for under the terms of any of the Settlement Documents, or (B) on terms and
conditions at least as favorable to Imperial PFC as would be obtainable by Imperial PFC at the
relevant time in a comparable arm’s-length transaction or series of transactions with a Person
other than an Affiliate thereof, as determined by Imperial PFC;



                    (vii) conduct its business solely in its own name so as to not mislead third parties as to the
identity of the entity with which such third parties are conducting business, and shall use all
reasonable efforts to avoid the appearance that it is conducting business on behalf of any other
Person or that the assets of Imperial PFC are directly available to pay the creditors of any other
Person;



                    (viii) maintain its assets in such a manner that it is not costly or difficult to segregate,
identify or ascertain such assets;



                    (ix) correct any misunderstanding known to it regarding its separate identity from any other
Person;



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




                    (x) as of the Effective Date, have adequate capital in light of its then contemplated business
operations and for the normal obligations reasonably foreseeable in a business of its then size and
character; and



                    (xi) observe strictly all organizational and procedural formalities required by this
Agreement, its Governing Documents, and any Requirement of Law, as the case may be.



               (s) Unencumbered Life Insurance Policies and Beneficial Interests and Maintenance
Thereof. With regard to each Insurance Premium Loan, to the extent the applicable Premium
Finance Borrower fails to pay to the Originator and/or Imperial PFC all outstanding interest and
principal due thereon on the Insurance Premium Loan Maturity Date, as promptly as possible
thereafter, Imperial PFC shall obtain rights in the related Life Insurance Policy, or in the
related beneficial interest (including the right to remove and transfer the related Life Insurance
Policy from the related Premium Finance Borrower at any time), to the extent necessary to allow
such Life Insurance Policy or such beneficial interest to be sold or otherwise disposed of free and
clear of any Lien or encumbrance. Further, with regard to any Life Insurance Policy or beneficial
interest of a Premium Finance Borrower that has been foreclosed upon, or otherwise transferred, in
satisfaction of an Insurance Premium Loan, Imperial PFC shall, subject to Section 8.03(b), maintain
the rights in the related Life Insurance Policy or in the related beneficial interest described in
Section 6.01(rr) or this Section 7.01(s), to the extent necessary to allow such Life Insurance
Policy or such beneficial interest to be sold or otherwise disposed of free and clear of any Lien
or encumbrance.



               (t) Eligible Insurance Premium Loans. Each of the Insurance Premium Loans shall
remain an Eligible Insurance Premium Loan, unless Lexington shall otherwise consent in writing.



               (u) Consultation with Counsel. Imperial PFC (A) has consulted and will continue to
consult, until the termination of all obligations owing under the Transaction Documents and
Settlement Documents, with qualified outside legal counsel with respect to applicable legal and
regulatory matters (including all applicable state and federal laws, statutes, rules and
regulations) relating to the services or actions that Imperial PFC will undertake in connection
with the transactions contemplated by the Transaction Documents and Settlement Documents (including
licensing matters), (B) has provided and will continue during such period to provide such outside
counsel with materially accurate facts on which such counsel may base its advice and (C) has
conformed and will continue to conform its conduct in accordance with such advice in all material
respects.



               (v) Corporate Trustee. Prior to the Insurance Premium Loan Maturity Date relating to
any Insurance Premium Loan and following any foreclosure on, or other transfer of, a Life Insurance
Policy or beneficial interest of a related Premium Finance Borrower in satisfaction of an Insurance
Premium Loan, Imperial PFC shall use commercially reasonable efforts to keep (A) the institutional
trustee or financial institution or (B) the Non-Corporate Trustee, as applicable, acting as a
trustee or co-trustee of the related Premium Finance Borrower, in place. Further, Imperial PFC
shall (1) cause each institutional trustee, financial institution or Non-Corporate Trustee acting
as a trustee or co-trustee of a Premium Finance Borrower to



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




provide notice to Imperial PFC of any resignation by such Person, (2) with respect to any
resignation of an institutional trustee, financial institution or Non-Corporate Trustee acting as a
trustee or co-trustee of a Premium Finance Borrower, provide Lexington with notice of such
resignation within one (1) Business Day of such resignation (any such notice, the “Trustee
Resignation Notice”) and (3) with respect to any termination of an institutional trustee,
financial institution or Non-Corporate Trustee acting as a trustee or co-trustee of a Premium
Finance Borrower, obtain the prior written consent of Lexington with respect to such termination.




               (w) Replacement of Servicer. In the event the Servicer resigns or is terminated,
Imperial PFC shall cooperate with Lexington and use commercially reasonable efforts to promptly
engage a replacement servicer.



               (x) Enforcement of Rights. Imperial PFC shall enforce its rights and remedies and
perform its obligations under the Settlement Documents and all Material Contracts. In connection
therewith, with regard to any Insurance Premium Loan, Imperial PFC shall use commercially
reasonable efforts to enforce all remedies available to Imperial PFC under the terms of each
guaranty, if any, delivered by or on behalf of a Premium Finance Borrower pursuant to the terms of
such Insurance Premium Loan. In connection with the enforcement of any such guaranty, unless
otherwise directed by Lexington, Imperial PFC shall be entitled to settle any enforcement actions
on terms and provisions that it considers reasonable under the circumstances and may decline to
pursue enforcement actions in the event it considers enforcement imprudent under the circumstances;
provided that prior to settling or declining to pursue any such enforcement action, Imperial PFC
shall consult with Lexington regarding its proposed course of action.



               (y) Servicer/Insurance Collateral Agent Requests. In the event the Servicer or the
Insurance Collateral Agent requests the assistance or advice of or provides a notice to Imperial
PFC in connection with matters relating to or arising under the Servicing Agreement or the
Collateral Agency Agreement, as applicable, Imperial PFC shall notify Lexington of such request or
notice and shall comply with all requests and instructions of Lexington relating to such request or
notice.



          Section 7.02 Negative Covenants. So long as any Obligation (whether or not
due) shall remain unpaid hereunder, Imperial PFC shall not, unless Lexington shall otherwise
consent in writing:




               (a) Liens, Etc. Create, incur, assume or suffer to exist any Lien upon or with
respect to any of its properties, whether now owned or hereafter acquired; file or suffer to exist
under the Uniform Commercial Code or any Requirement of Law of any jurisdiction, a financing
statement (or the equivalent thereof) that names it as debtor; sign or suffer to exist any security
agreement authorizing any secured party thereunder to file such financing statement (or the
equivalent thereof); sell any of its property or assets subject to an understanding or agreement,
contingent or otherwise, to repurchase such property or assets (including sales of accounts
receivable) with recourse to it or assign or otherwise transfer any account or other right to
receive income; other than, as to all of the above, Permitted Liens.



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



               (b) Indebtedness. Create, incur, assume, guarantee or suffer to exist, or otherwise
become or remain liable with respect to any Indebtedness other than Permitted Indebtedness.



               (c) Fundamental Changes; Dispositions. Wind-up, liquidate or dissolve, or merge,
consolidate or amalgamate with any Person, or convey, sell, lease or sublease, transfer or
otherwise dispose of, whether in one transaction or a series of related transactions, all or any
part of its business, property or assets, whether now owned or hereafter acquired (or agree to do
any of the foregoing), or purchase or otherwise acquire, whether in one transaction or a series of
related transactions, all or substantially all of the assets of any Person (or any division
thereof) (or agree to do any of the foregoing); provided, however, that Imperial
Life & Annuity Services, LLC may re-market and dispose of any Life Insurance Policy or beneficial
interest of a Premium Finance Borrower pursuant to the Remarketing Agreement so long as Lexington
otherwise directs or consents to any such re-marketing and disposition by Imperial Life & Annuity
Services, LLC. Further, with regard to any Life Insurance Policy, Imperial PFC shall not permit a
policy loan, cash withdrawal, surrender, lapse or sale of such Life Insurance Policy without the
prior written consent of Lexington.



               (d) Change in Nature of Business. Make any change in the nature of its business as
described in Section 6.01(l).



               (e) Loans, Advances, Investments, Etc. Make or commit or agree to make any loan,
advance, guarantee of obligations, other extension of credit or capital contributions to, or hold
or invest in or commit or agree to hold or invest in, or purchase or otherwise acquire or commit or
agree to purchase or otherwise acquire any shares of the Equity Interests, bonds, notes, debentures
or other securities of, or make or commit or agree to make any other investment in, any other
Person (other than the acquisition of any Insurance Premium Loans pursuant to the Transaction
Documents), or purchase or own any futures contract or otherwise become liable for the purchase or
sale of currency or other commodities at a future date in the nature of a futures contract.



               (f) Lease Obligations. Create, incur or suffer to exist any obligations as lessee (i)
for the payment of rent for any real or personal property in connection with any sale and leaseback
transaction, or (ii) for the payment of rent for any real or personal property under leases or
agreements to lease.



               (g) Capital Expenditures. Make or commit or agree to make any Capital Expenditure (by
purchase or Capitalized Lease).



               (h) Restricted Payments. (i) Declare or pay any dividend or other distribution,
direct or indirect, on account of any Equity Interests of Imperial PFC, now or hereafter
outstanding, other than a single dividend payable solely from the proceeds of the portion of the
Settlement Amount payable under Section 2.02(b) other than the Reimbursement Amount, (ii) make any
repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any Equity Interests of Imperial PFC or any direct or
indirect parent of Imperial PFC, now or hereafter outstanding, (iii) make any payment to retire, or
to obtain the surrender of, any outstanding warrants, options or



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



other rights for the purchase or acquisition of shares of any class of Equity Interests of
Imperial PFC, now or hereafter outstanding, (iv) return any Equity Interests to any shareholders or
other equity holders of Imperial PFC, or make any other distribution of property, assets, shares of
Equity Interests, warrants, rights, options, obligations or securities thereto as such or (v) pay
any management fees or any other fees or expenses (including the reimbursement thereof by Imperial
PFC) pursuant to any management, consulting or other services agreement to any of the shareholders
or other equityholders of Imperial PFC or other Affiliates or Affiliates of Imperial PFC.




               (i) Transactions with Affiliates. Enter into, renew, extend or be a party to any
transaction or series of related transactions (including, without limitation, the purchase, sale,
lease, transfer or exchange of property or assets of any kind or the rendering of services of any
kind) with any Affiliate, except (i) the transactions contemplated by this Agreement and the
Settlement Documents, (ii) the transactions contemplated by the Insurance Premium Loan Sale and
Assignment Agreements and (iii) the transactions contemplated by the Master Participation
Agreement.



               (j) Limitation on Issuance of Equity Interests. Issue or sell or enter into any
agreement or arrangement for the issuance and sale of any shares of its Equity Interests, any
securities convertible into or exchangeable for its Equity Interests or any warrants.



               (k) Modifications of Indebtedness, Organizational Documents and Certain Other Agreements;
Etc. (i) Amend, modify or otherwise change (or permit the amendment, modification or other
change in any manner of) any of the provisions of any of its Indebtedness or of any instrument or
agreement (including, without limitation, any purchase agreement, indenture, loan agreement or
security agreement) relating to any such Indebtedness if such amendment, modification or change
would shorten the final maturity or average life to maturity of, or require any payment to be made
earlier than the date originally scheduled on, such Indebtedness, would increase the interest rate
applicable to such Indebtedness, would change the subordination provision, if any, of such
Indebtedness, or would otherwise be adverse to Lexington or the issuer of such Indebtedness in any
respect;



                    (ii) except for the Obligations, make any voluntary or optional payment (including, without
limitation, any payment of interest in cash that, at the option of the issuer, may be paid in cash
or in kind), prepayment, redemption, defeasance, sinking fund payment or other acquisition for
value of any of its Indebtedness (including, without limitation, by way of depositing money or
securities with the trustee therefor before the date required for the purpose of paying any portion
of such Indebtedness when due), or refund, refinance, replace or exchange any other Indebtedness
for any such Indebtedness (except to the extent such Indebtedness is otherwise expressly permitted
by the definition of “Permitted Indebtedness”), make any payment, prepayment, redemption,
defeasance, sinking fund payment or repurchase of any Subordinated Indebtedness in violation of the
subordination provisions thereof or any subordination agreement with respect thereto, or make any
payment, prepayment, redemption, defeasance, sinking fund payment or repurchase of any Indebtedness
as a result of any asset sale, change of control, issuance and sale of debt or equity securities or
similar event, or give any notice with respect to any of the foregoing;



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



                    (iii) amend, modify or otherwise change its name, jurisdiction of organization, organizational
identification number or FEIN;



                    (iv) amend, modify or otherwise change any of its Governing Documents by the filing or
modification of any certificate of designation, or any agreement or arrangement entered into by it,
with respect to any of its Equity Interests (including any shareholders’ agreement), or enter into
any new agreement with respect to any of its Equity Interests; or



                    (v) amend, modify or otherwise change any Transaction Document or Settlement Document.



               (l) Investment Company Act of 1940. Engage in any business, enter into any
transaction, use any securities or take any other action, that would cause it to become subject to
the registration requirements of the Investment Company Act of 1940, as amended, by virtue of being
an “investment company” or a company “controlled” by an “investment company” not entitled to an
exemption within the meaning of such Act.



               (m) Certain Agreements. Agree to any amendment or other change to or waiver of any of
its rights under any Material Contract without the prior written consent of Lexington.



               (n) Anti-Terrorism Laws. Nor any of its Affiliates or agents shall:



                    (i) conduct any business or engage in any transaction or dealing with any Blocked Person,
including making or receiving any contribution of funds, goods or services to or for the benefit of
any Blocked Person,



                    (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in
property blocked pursuant to the Executive Order No. 13224, or



                    (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in the
Executive Order No. 13224, the USA PATRIOT Act or any other Anti-Terrorism Law.



          In connection herewith, Imperial PFC shall deliver to Lexington any certification or other
evidence requested from time to time by Lexington in its sole discretion, confirming Imperial PFC’s
compliance with this Section 7.02(n).




               (o) Amendments or Consents to Loan Documentation Package. (i) Amend, supplement,
amend and restate, or otherwise modify, (ii) agree to any waiver of any provision contained in or
(iii) to the extent provided for or required therein, consent to or otherwise authorize or
acknowledge, any action or otherwise in respect of, in any such case described in clauses
(i) through (iii), above, any Loan Documentation Package or any other Transaction
Document with respect to any Insurance Premium Loan, except with the prior written consent of
Lexington.



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



               (p) Separateness. Imperial PFC shall not:



                    (i) have any employees; provided, that Imperial PFC may be party to the Servicing
Agreement with the Servicer to the effect that the employees of such entity shall act on behalf of
Imperial PFC; provided, that such employees shall at all times hold themselves out to third
parties as representatives of Imperial PFC while performing duties under such service agreement
(including, without limitation, by means of providing such persons with business or identification
cards identifying such employees as agents of Imperial PFC);



                    (ii) act as an agent for any other Person;



                    (iii) commingle its funds or other assets with those of any other Person and shall not
maintain bank accounts or other depository accounts to which any other Person is an account party,
into which any other Person makes deposits or from which any other Person has the power to make
withdrawals;



                    (iv) permit any other Person to pay any of Imperial PFC’s operating expenses unless such
operating expenses are paid by such Person pursuant to an agreement between Imperial PFC and such
other Person providing for the allocation of such expenses and such expenses are reimbursed by
Imperial PFC out of Imperial PFC’s own funds;



                    (v) consent to be liable for, or hold itself out to be responsible for any money borrowed by,
or any Indebtedness incurred by, any other Person;



                    (vi) assume, guarantee, become obligated for, pay, or hold itself out to be responsible for,
the debts or obligations of any other Person;



                    (vii) acquire obligations or securities of its Affiliates other than its acquisition of
participations in loans, as contemplated by this Agreement;



                    (viii) hold out its credit to any Person as available to satisfy the obligation of any other
Person;



                    (ix) pledge its assets for the benefit of any other entity or make any loans or advances to
any Person or entity except as provided in this Agreement and the other Settlement Documents;



                    (x) buy or hold evidence of Indebtedness issued by any of its Affiliates;



                    (xi) permit less than one member of Imperial PFC’s Board of Directors (the “Independent
Manager”) to be an individual who has not been, (a) a direct or indirect legal or beneficial
owner in Imperial PFC or any of its Affiliates, (b) a creditor, supplier, employee, officer,
director, family member, manager or contractor of Imperial PFC or its Affiliates (other than as an
independent manager for such entity), or (c) a Person who control (whether directly, indirectly, or
otherwise) Imperial PFC or its Affiliates (other than as an independent manager for such entity);



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



                    (xii) permit the Independent Manager at any time to serve as a trustee in bankruptcy for
Imperial PFC, the Servicer, the Originator or any Affiliate thereof;



                    (xiii) identify itself as a division of any other Person; or



                    (xiv) enter into agreements with its Affiliates or agreements with third parties that in the
aggregate would be material, if such agreements do not contain the provision that such Affiliates
or third parties, in their respective capacities as counterparties under such agreements, will not
seek to initiate bankruptcy or insolvency proceedings in respect of Imperial PFC. Imperial PFC
shall include the provision described in the preceding sentence (or a substantially similar
provision) in all agreements with third parties, to the extent practicable without interfering with
the conduct of the business affairs of Imperial PFC, and take into consideration the willingness of
third parties to enter into agreements containing such provision.



               (q) Deposits to the Collection Account. Deposit or otherwise credit, or cause or
permit to be so deposited or credited by any Person, to the Collection Account cash or cash
proceeds other than Collections or proceeds of the Collateral.



               (r) Change in Business Policy. Make, or permit the Originator to make, any change in
the character of its business or credit and collection policy which would impair in any respect the
collectability of any Insurance Premium Loan or related security (including any applicable Life
Insurance Policy).



               (s) Change in Payment Instructions to the Premium Finance Borrowers. Make any change
in its instructions to the Premium Finance Borrowers regarding Collections or payments to be made
to the Collection Account, unless (i) Lexington and the Servicer shall have received notice of such
change and (ii) Lexington previously shall have consented in writing to such change.



               (t) Prohibited Acts and Imperial Prohibited Acts. Nor any of its Affiliates or agents
shall commit a Prohibited Act or Imperial Prohibited Act.



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



ARTICLE VIII




MANAGEMENT, COLLECTION AND STATUS OF COLLATERAL



          Section 8.01 Collections; Management of Collateral. (a) Imperial PFC shall
(i) establish and maintain cash management services of a type and on terms reasonably satisfactory
to Lexington at the bank set forth on Schedule 8.01 (the “Cash Management Bank”), and shall
take such reasonable steps to enforce, collect and receive all amounts owing on the Insurance
Premium Loans of Imperial PFC, and (ii) deposit or cause to be deposited promptly, and in any event
no later than the next Business Day after the date of receipt thereof, all proceeds in respect of
any Collateral and all Collections (of a nature susceptible to a deposit in a bank account) and
other amounts received by Imperial PFC (including payments made by any Premium Finance Borrower
directly to Imperial PFC) into the Collection Account.




               (b) On or prior to the Effective Date, Imperial PFC shall, with respect to the Collection
Account, deliver to Lexington the Cash Management Agreement with respect to the Collection Account.



               (c) All amounts received in the Collection Account shall at Lexington’s direction be wired
each Business Day into Lexington’s Account to be applied pursuant to Section 3.02.



               (d) So long as no Default or Event of Default has occurred and is continuing, Imperial PFCs
may amend Schedule 8.01 to add or replace the Cash Management Bank or the Collection Account;
provided, however, that (i) such prospective Cash Management Bank shall be
reasonably satisfactory to Lexington and Lexington shall have consented in writing in advance to
the opening of such Collection Account with the prospective Cash Management Bank, and (ii) prior to
the time of the opening of such Collection Account, Imperial PFC and such prospective Cash
Management Bank shall have executed and delivered to Lexington the Cash Management Agreement.
Imperial PFC shall close its Collection Account (and establish replacement cash management accounts
in accordance with the foregoing sentence) promptly and in any event within thirty (30) days of
notice from Lexington that the creditworthiness of any Cash Management Bank is no longer acceptable
in Lexington’s reasonable judgment, or that the operating performance, funds transfer, or
availability procedures or performance of such Cash Management Bank with respect to the Collection
Account or Lexington’s liability under the Cash Management Agreement with such Cash Management Bank
is no longer acceptable in Lexington’s reasonable judgment.



               (e) The Collection Account shall be a cash collateral account, with all cash, checks and
similar items of payment in such accounts securing payment of the Obligations, and in which
Imperial PFC is hereby deemed to have granted a Lien to Lexington. All checks, drafts, notes,
money orders, acceptances, cash and other evidences of Indebtedness received directly by Imperial
PFC from any of the Premium Finance Borrowers or any other Person, as proceeds from the Insurance
Premium Loans or as proceeds of any other Collateral or Life Insurance Policies shall be held by
Imperial PFC in trust for Lexington and if of a nature susceptible to a deposit in a bank account,
upon receipt be deposited by Imperial PFC in original form and no later than the next Business Day
after receipt thereof into the Collection Account;



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



provided, however, all Collections received directly by Imperial PFC shall be
held by Imperial PFC in trust for Lexington and upon receipt be deposited by Imperial PFC in
original form and no later than the next Business Day after receipt thereof into Lexington’s
Account. Imperial PFC shall not commingle such collections with the proceeds of any assets not
included in the Collateral. No checks, drafts or other instrument received by Lexington shall
constitute final payment to Lexington unless and until such instruments have actually been
collected.




               (f) After the occurrence and during the continuance of an Event of Default, Lexington may send
a notice of assignment and/or notice of Lexington’s security interest to any and all Premium
Finance Borrowers or third parties holding or otherwise concerned with any of the Collateral, and
thereafter Lexington or its designee shall have the sole right to collect the Insurance Premium
Loans and/or take possession of the Collateral and the books and records relating thereto.
Imperial PFC shall not, without prior written consent of Lexington, grant any extension of time of
payment of any Insurance Premium Loan, compromise or settle any Insurance Premium Loan for less
than the full amount thereof, release, in whole or in part, any Person or property liable for the
payment thereof, or allow any credit or discount whatsoever thereon.



               (g) Imperial PFC hereby appoints Lexington or its designee on behalf of Lexington as Imperial
PFC’s attorney-in-fact with power exercisable during the continuance of an Event of Default to
endorse Imperial PFC’s name upon any notes, acceptances, checks, drafts, money orders or other
evidences of payment relating to the Insurance Premium Loans, to sign Imperial PFC’s name on any
invoice or bill of lading relating to any of the Insurance Premium Loans, drafts against Premium
Finance Borrowers with respect to Insurance Premium Loans, assignments and verifications of the
Insurance Premium Loans and notices to Premium Finance Borrowers with respect to Insurance Premium
Loans, to send verification of Insurance Premium Loans, and to notify the Postal Service
authorities to change the address for delivery of mail addressed to Imperial PFC to such address as
Lexington or its designee may designate and to do all other acts and things necessary to carry out
this Agreement. All acts of said attorney or designee are hereby ratified and approved, and said
attorney or designee shall not be liable for any acts of omission or commission (other than acts of
omission or commission constituting gross negligence or willful misconduct as determined by a final
judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or
law; this power being coupled with an interest is irrevocable until all of the Obligations under
the Settlement Documents are paid in full and all of the Settlement Documents are terminated.



               (h) Nothing herein contained shall be construed to constitute Lexington as agent of Imperial
PFC for any purpose whatsoever, and Lexington shall not be responsible or liable for any shortage,
discrepancy, damage, loss or destruction of any part of the Collateral wherever the same may be
located and regardless of the cause thereof (other than from acts of omission or commission
constituting gross negligence or willful misconduct as determined by a final judgment of a court of
competent jurisdiction). Lexington shall not, under any circumstance or in any event whatsoever,
have any liability for any error or omission or delay of any kind occurring in the settlement,
collection or payment of any of the Insurance Premium Loans or any instrument received in payment
thereof or for any damage resulting therefrom (other than acts of omission or commission
constituting gross negligence or willful misconduct as determined by a final judgment of a court of
competent jurisdiction). Lexington, by anything



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



herein or in any assignment or otherwise, does not assume any of the obligations under any
contract or agreement assigned to Lexington and shall not be responsible in any way for the
performance by Imperial PFC of any of the terms and conditions thereof.




               (i) If any Insurance Premium Loan includes a charge for any tax payable to any Governmental
Authority, Lexington is hereby authorized (but in no event obligated) in its discretion to pay the
amount thereof to the proper taxing authority for Imperial PFC’s account and to charge Imperial PFC
therefor. Imperial PFC shall notify Lexington if any Insurance Premium Loan includes any taxes due
to any such Governmental Authority and, in the absence of such notice, Lexington shall have the
right to retain the full proceeds of such Insurance Premium Loan and shall not be liable for any
taxes that may be due by reason of the sale and delivery creating such Insurance Premium Loan.



               (j) Notwithstanding any other terms set forth in the Settlement Documents, the rights and
remedies of Lexington herein provided, and the obligations of Imperial PFC set forth herein, are
cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other
rights, remedies or obligations set forth in any other Settlement Document or as provided by law.



          Section 8.02 Collateral Custodian. Upon the occurrence and during the
continuance of any Default or Event of Default, Lexington or its designee may at any time and from
time to time employ and maintain on the premises of Imperial PFC a custodian selected by Lexington
or its designee who shall have full authority to do all acts necessary to protect Lexington’s
interests. Imperial PFC hereby agrees to cooperate with any such custodian and to do whatever
Lexington or its designee may reasonably request to preserve the Collateral. All costs and
expenses incurred by Lexington or its designee by reason of the employment of the custodian shall
be the responsibility of Imperial PFC.




          Section 8.03 Assistance and Cooperation.




               (a) In the event of any foreclosure on, or other transfer of, a Life Insurance Policy or
beneficial interest of a related Premium Finance Borrower in satisfaction of an Insurance Premium
Loan, then (i) Imperial PFC shall comply with all requests of Lexington regarding the sale or
disposal of such Life Insurance Policy or such beneficial interest, including to instruct the
Remarketing Agent to sell or otherwise dispose of such Life Insurance Policy or such beneficial
interest, (ii) Imperial PFC, upon request of the Remarketing Agent, shall deliver, or cause to be
delivered, to the Remarketing Agent or the purchaser of such Life Insurance Policy or such
beneficial interest all documentation relating thereto and (iii) Imperial PFC shall not instruct,
cause or permit any Person other than the Remarketing Agent to sell or otherwise dispose of such
Life Insurance Policy or such beneficial interest unless requested by Lexington to do so.



               (b) In the event of any foreclosure on, or other transfer of, a Life Insurance Policy or
beneficial interest of a related Premium Finance Borrower in satisfaction of an Insurance Premium
Loan, Imperial PFC shall (i) comply with all requests of Lexington with respect to such Life
Insurance Policy or beneficial interest, including requests by Lexington of Imperial PFC to secure
and maintain any rights, remedies or recoveries with regard to the



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



Collateral, Life Insurance Policy or beneficial interest, including, without limitation,
removing such Life Insurance Policy from the Premium Finance Borrower, re-titling such Life
Insurance Policy or beneficial interest or assisting Lexington in obtaining information regarding
any Life Insurance Policy, the related beneficial interest or the Underlying Life under any Life
Insurance Policy and (ii) subject to clause (i), continue to hold such Life Insurance Policy or
beneficial interest subject to the Liens in favor of Collateral.




               (c) Further, Imperial PFC shall comply with all requests of Lexington to assist in
transferring to Lexington or its designee ownership of any Life Insurance Policy or beneficial
interest in any Premium Finance Borrower that owns a Life Insurance Policy. In connection
therewith, Imperial PFC shall, upon request by Lexington, take various actions including, without
limitation (i) obtaining and filing change of ownership forms with the relevant Insurance Provider,
(ii) obtaining assignments from secured parties and (iii) causing the relevant Insurance Provider
to issue a verification of coverage indicating that ownership of such Life Insurance Policy has
been changed.



               (d) Lexington shall not be called upon to assume charge of the settlement or defense of any
claim made or suit brought or proceeding instituted against Imperial PFC, but Lexington shall have
the right and shall be given the opportunity to associate with Imperial PFC or Imperial PFC’s
underlying insurers or both in the defense and control of any such claim, suit, or proceeding, in
which event Imperial PFC and Lexington shall cooperate in all things in the defense of such claim,
suit, or proceeding. Imperial PFC shall furnish promptly all information reasonably requested by
Lexington with respect thereto.



               (e) Following the receipt of a Trustee Resignation Notice by Lexington from Imperial PFC or in
connection with any request for Lexington’s consent by Imperial PFC with regard to the termination
of an institutional trustee, financial institution or Non-Corporate Trustee acting as a trustee or
co-trustee of a Premium Finance Borrower, Imperial PFC shall comply with all requests of Lexington
with respect to the applicable Premium Finance Borrower, trustee or co-trustee, Transaction
Documents and Loan Documentation Package.



          Section 8.04 Advances.




               (a) Lexington may from time to time make such disbursements and advances (“Advances”)
which Lexington, in its sole discretion, deems necessary or desirable to (i) preserve, protect,
prepare for sale or lease or dispose of the Collateral, any portion thereof, Life Insurance
Policies or beneficial interests in Premium Finance Borrowers that own Life Insurance Policies,
(ii) enhance the likelihood or maximize the amount of repayment by Imperial PFC of the Obligations
or to pay any other amount chargeable to Imperial PFC pursuant to the terms of this Agreement or
any other Settlement Document and (iii) pay any fees, costs, expense reimbursements, indemnities
and other amounts then due and payable to third parties including, but not limited to, the
Servicer, Insurance Collateral Agent and the Cash Management Bank. Without limiting the foregoing,
Lexington shall be permitted at any time to make Advances to pay insurance premiums due under the
Life Insurance Policies, whether directly or, pursuant to Section 8.04(b) below, indirectly through
Imperial PFC or an Affiliate thereof. The Advances shall be added to the Outstanding Reimbursement
Amount, shall be secured by the Collateral and shall constitute Obligations hereunder. Lexington
shall notify Imperial PFC in writing of each



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



such Advance, which notice shall include a description of the purpose of such Advance;
provided, that any failure to provide or delay in providing any such notice should not
impair any of the obligations of Imperial PFC with respect to such Advance.




               (b) Imperial PFC will comply with all reasonable and lawful requests of Lexington at any time
in connection with keeping a Life Insurance Policy in force, including without limitation, paying
(or arranging for the payment of, or allowing Lexington if Lexington so chooses to pay or arrange
for the payment of) additional premiums on any Life Insurance Policy; it being understood that any
such requests that may be made by Lexington, including, without limitation, in connection with any
payment of additional premiums that may be required to keep a Life Insurance Policy in force, shall
only be undertaken by Imperial PFC at the request of (and with the proceeds of Advances provided
by) Lexington, but subject to the reimbursement of Lexington pursuant to Section 3.02(d). Imperial
PFC shall, if so requested by Lexington, promptly provide Lexington with evidence, in a form
reasonably acceptable to Lexington, of the date and amount of any payments made pursuant to this
Section 8.04(b).



          Section 8.05 Subrogation and Recovery.(a) As a result of the payment by
Lexington of certain amounts under the LPIC Policy prior to the Effective Date, the Settlement
Amount and any Advances, in addition to all other rights, remedies and/or recoveries available to
Lexington (including those relating to any Life Insurance Policy or beneficial interest of a
related Premium Finance Borrower), Lexington shall be subrogated to all Imperial PFC’s rights of
recovery against any Person solely in respect of any such payments, and Imperial PFC shall execute
and deliver all instruments and papers reasonably requested by Lexington and do whatever else is
commercially reasonable to secure any such rights, remedies and/or recoveries. Imperial PFC shall
do nothing to prejudice such rights, remedies or recoveries.




ARTICLE IX




EVENTS OF DEFAULT



          Section 9.01 Events of Default. If any of the following Events of Default
shall occur and be continuing:




               (a) Imperial PFC shall fail to pay any fee, indemnity or other amount payable under this
Agreement or any other Settlement Document or any Indebtedness when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise);



               (b) any representation or warranty made or deemed made by or on behalf of any Credit Party,
the Originator or the Servicer or by any officer of the foregoing under or in connection with any
Settlement Document or Transaction Document or under or in connection with any report, certificate
or other document delivered to Lexington pursuant to any Settlement Document or Transaction
Document, which representation or warranty is subject to a materiality or a Material Adverse Effect
qualification, shall have been incorrect in any respect when made or deemed made; or any
representation or warranty made or deemed made by or on behalf of any Credit Party, the Originator
or the Servicer or by any officer of the foregoing under or in connection with any Settlement
Document or Transaction Document or under or in connection with any report, certificate or other
document delivered to Lexington pursuant to any Settlement



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



Document or Transaction Document, which representation or warranty is not subject to a
materiality or a Material Adverse Effect qualification, shall have been incorrect in any material
respect when made or deemed made;




               (c) any Credit Party shall fail to perform or comply with any covenant or agreement contained
in paragraphs (a), (b), (c), (d), (f), (g), (h), (l), (n), (o), (p), (q), (r), (u) or (v) of
Section 7.01, Section 7.02 or ARTICLE VIII, or any Credit Party shall fail to perform or comply
with any covenant or agreement contained in any Security Agreement to which it is a party or any
Guarantor Security Agreement to which it is a party;



               (d) any Credit Party shall fail to perform or comply with any term, covenant or agreement
contained in Section 7.01 of this Agreement (to the extent not otherwise provided in paragraph (c)
of this Section 9.01) and such failure, if capable of being remedied, shall remain unremedied for a
period of [*] days after the earlier of the date a senior officer of any Credit Party becomes aware
of such failure and the date written notice of such default shall have been given by Lexington to
such Credit Party;



               (e) any Credit Party, the Originator or the Servicer shall fail to perform or comply with any
other term, covenant or agreement contained in any Settlement Document or Transaction Document to
be performed or observed by it and, except as set forth in subsections (a), (b), (c) and (d) of
this Section 9.01, such failure, if capable of being remedied, shall remain unremedied for [*] days
after the earlier of the date a senior officer of any Credit Party, the Originator or the Servicer
becomes aware of such failure and the date written notice of such default shall have been given by
Lexington to such Credit Party, the Originator or the Servicer; provided, that,
notwithstanding the foregoing, the failure of the Servicer to perform or comply with any term,
covenant or agreement contained in any Transaction Document or any Settlement Document shall not
constitute an Event of Default under this Section 9.01(e) so long as within [*] ([*]) days of the
occurrence of any such failure, the Servicer is replaced by a replacement servicer acceptable to
Lexington; provided, that Imperial PFC shall use best efforts to replace the Servicer as
soon as possible after the occurrence of any such failure;



               (f) Imperial PFC or the Originator shall fail to pay any of its Indebtedness (excluding
Indebtedness evidenced by this Agreement) in excess of $[*], or any payment of principal,
interest or premium thereon, when due (whether by scheduled maturity, required prepayment,
acceleration, demand or otherwise) and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such Indebtedness, or any
other default under any agreement or instrument relating to any such Indebtedness, or any other
event, shall occur and shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such default or event is to accelerate, or to permit the
acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to
be due and payable, or required to be prepaid (other than by a regularly scheduled required
prepayment), redeemed, purchased or defeased or an offer to prepay, redeem, purchase or defease
such Indebtedness shall be required to be made, in each case, prior to the stated maturity thereof;



               (g) any Credit Party, the Originator, the Servicer or Imperial (i) shall institute any
proceeding or voluntary case seeking to adjudicate it a bankrupt or insolvent, or



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



seeking dissolution, liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief or composition of it or its debts under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, or seeking the entry of an order for relief or the
appointment of a receiver, trustee, custodian or other similar official for any such Person or for
any substantial part of its property, (ii) shall be generally not paying its debts as such debts
become due or shall admit in writing its inability to pay its debts generally, (iii) shall make a
general assignment for the benefit of creditors, or (iv) shall take any action to authorize or
effect any of the actions set forth above in this subsection (g);




               (h) any proceeding shall be instituted against any Credit Party, the Originator, the Servicer
or Imperial seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution, liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief of debtors, or seeking the
entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar
official for any such Person or for any substantial part of its property, and either such
proceeding shall remain undismissed or unstayed for a period of [*] days or any of the actions
sought in such proceeding (including, without limitation, the entry of an order for relief against
any such Person or the appointment of a receiver, trustee, custodian or other similar official for
it or for any substantial part of its property) shall occur;



               (i) any provision of any Settlement Document or Transaction Document shall at any time for any
reason (other than pursuant to the express terms thereof) cease to be valid and binding on or
enforceable against any Credit Party, the Originator or the Servicer intended to be a party
thereto, or the validity or enforceability thereof shall be contested by any party thereto
(excluding any Transaction Documents evidencing Insurance Premium Loans not exceeding more than [*]%
of the aggregate Maturity Principal Balance of all Eligible Insurance Premium Loans of Imperial
PFC), or a proceeding shall be commenced by any Credit Party, the Originator or the Servicer or any
Governmental Authority having jurisdiction over any of them, seeking to establish the invalidity or
unenforceability thereof, or any Credit Party, the Originator or the Servicer shall deny in writing
that it has any liability or obligation purported to be created under any Transaction Document or
Settlement Document;



               (j) any Security Agreement, any Guarantor Security Agreement or any other security document,
after delivery thereof pursuant hereto, shall for any reason fail or cease to create a valid and
perfected and, except to the extent permitted by the terms hereof or thereof, first priority Lien
in favor of Lexington on any Collateral purported to be covered thereby;



               (k) any Cash Management Bank at which the Collection Account of Imperial PFC is maintained
shall fail to comply with any of the terms of the Cash Management Agreement to which such bank is a
party or any securities intermediary, commodity intermediary or other financial institution at any
time in custody, control or possession of any investment property of Imperial PFC shall fail to
comply with any of the terms of any investment property control agreement to which such Person is a
party;



               (l) one or more judgments, orders or awards (or any settlement of any claim that, if breached,
could result in a judgment, order or award) for the payment of money exceeding $[*] in the
aggregate shall be rendered against Imperial PFC or the Originator and remain unsatisfied and
either (i) enforcement proceedings shall have been commenced by



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



any creditor upon any such judgment, order, award or settlement, (ii) there shall be a period
of [*] consecutive days after entry thereof during which a stay of enforcement of any such judgment,
order, award or settlement, by reason of a pending appeal or otherwise, shall not be in effect, or
(iii) at any time during which a stay of enforcement of any such judgment, order, award or
settlement, by reason of a pending appeal or otherwise, is in effect, such judgment, order, award
or settlement is not bonded in the full amount of such judgment, order, award or settlement;
provided, however, that any such judgment, order, award or settlement shall not
give rise to an Event of Default under this subsection (l) if and for so long as (A) the amount of
such judgment, order, award or settlement is covered by a valid and binding policy of insurance
between the defendant and the insurer covering full payment thereof and (B) such insurer has been
notified, and has not disputed the claim made for payment, of the amount of such judgment, order,
award or settlement;




               (m) Imperial PFC, the Originator or the Servicer is enjoined, restrained or in any way
prevented by the order of any court or any Governmental Authority from conducting all or any
material part of its business for more than [*] ([*]) days;



               (n) any material loss or theft of any Collateral, Life Insurance Policy or beneficial interest
of a Premium Finance Borrower, whether or not insured, or any act of God or public enemy, or other
casualty which causes, for more than [*] ([*]) consecutive days, the cessation or substantial
curtailment of revenue producing activities of Imperial PFC or the Originator, if any such event or
circumstance could reasonably be expected to have a Material Adverse Effect;



               (o) any cessation of a substantial part of the business of Imperial PFC or the Originator for
a period which materially and adversely affects the ability of such Person to continue its business
on a profitable basis;



               (p) the loss, suspension or revocation of, or failure to renew, any license or permit now held
or hereafter acquired by Imperial PFC, the Originator or the Servicer, if such loss, suspension,
revocation or failure to renew could reasonably be expected to have a Material Adverse Effect;



               (q) the indictment, or the threatened indictment of any Credit Party or the Originator under
any criminal statute, or commencement or threatened commencement of criminal or civil proceedings
against any Credit Party or the Originator pursuant to which statute or proceedings the penalties
or remedies sought or available include forfeiture to any Governmental Authority of any material
portion of the property of such Person;



               (r) a Change of Control shall have occurred;



               (s) any event or circumstance shall have occurred that may reasonably be expected to cause
Imperial PFC, the Originator, the Servicer or the Insurance Collateral Agent to suffer materially
adverse regulatory consequences (including as may be applicable to its insurance premium finance,
life settlement or related business);



               (t) with regard to any Life Insurance Policy or beneficial interest of a Premium Finance
Borrower, Imperial PFC permits a policy loan, cash withdrawal, surrender or



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



sale of such Life Insurance Policy or the beneficial interest without the prior written
consent of Lexington;




               (u) with regard to any Life Insurance Policy or beneficial interest of a Premium Finance
Borrower that is unable to be sold or otherwise disposed of by the Remarketing Agent, Imperial PFC
fails to comply with all requests of Lexington with respect to such Life Insurance Policy or
beneficial interest; or



               (v) an event or development occurs which could reasonably be expected to have a Material
Adverse Effect (including, without limitation, any change or proposed change in any relevant law,
rule or regulation, in any Applicable Non-Licensed State or Applicable Licensed State or otherwise,
which (i) makes the financing, origination or transfer of any Insurance Premium Loan or life
insurance policy in accordance with the transactions contemplated by the Settlement Documents
and/or the Transaction Documents unlawful or economically or procedurally disadvantageous or (ii)
limits, alters or otherwise compromises, or could be reasonably expected to compromise, the
insurable interest in the related Life Insurance Policy, as contemplated by the Settlement
Documents, the Transaction Documents and the Loan Documentation Package);



          then, and in any such event, Lexington may, by notice to Imperial PFC, (i) declare all
Obligations, fees and all other amounts payable under this Agreement and the other Settlement
Documents (including the Settlement Amount) to be due and payable immediately, without presentment,
demand, protest or further notice of any kind, all of which are hereby expressly waived by Imperial
PFC and (ii) exercise any and all of its other rights and remedies under applicable law, hereunder
and under the other Settlement Documents; provided, however, that upon the
occurrence of any Event of Default described in subsection (g) or (h) of this Section 9.01 with
respect to Imperial PFC, without any notice to Imperial PFC or any other Person or any act by
Lexington, all Obligations, fees and all other amounts due under this Agreement and the other
Settlement Documents shall become due and payable automatically and immediately, without
presentment, demand, protest or notice of any kind, all of which are expressly waived by Imperial
PFC.




ARTICLE X




SERVICER TERMINATION EVENTS



          Section 10.01 Servicer Termination Event. If a Servicer Termination Event has
occurred and is continuing, Lexington, by notice in writing to the Servicer and Imperial PFC, may
terminate the Servicing Agreement pursuant to the terms set forth in the Servicing Agreement. On
and after the effective time of any notice of termination, a replacement servicer approved in
writing by Lexington shall be the successor Servicer, as more fully set forth in a replacement
servicing agreement in form and substance satisfactory to Lexington.





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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.






ARTICLE XI




MISCELLANEOUS



          Section 11.01 Notices, Etc. All notices and other communications provided for
hereunder shall be in writing and shall be mailed (certified mail, postage prepaid and return
receipt requested), telecopied or delivered by hand, Federal Express or other reputable overnight
courier, if to Imperial PFC, at the following address:



Imperial PFC Financing, LLC

500 N. Michigan Ave., Suite 300

Chicago, Illinois 60611

Attention: Chief Financial Officer

Telephone: 312-238-7930

Telecopier: 312-396-4185



with a copy to:



Foley & Lardner, LLP

One Independent Drive

Suite 1300

Jacksonville, Florida 32202

Attention: Robert S. Bernstein, Esq.

Telephone: 904-359-2000

Telecopier: 904-359-8700



if to Lexington, at the following address:



Lexington Insurance Company

180 Maiden Lane, 19th Floor

New York, New York 10038

Attention: Surveillance Department

Telecopier: (888) 405-2117



with a copy to:



Division General Counsel

Risk Finance

180 Maiden Lane, 19th Floor

New York, New York 10038

Telecopier: (888) 405-2871




          or, as to each party, at such other address as shall be designated by such party in a written
notice to the other parties complying as to delivery with the terms of this Section 11.01. All
such notices and other communications shall be effective, (i) if mailed (certified mail, postage
prepaid and return receipt requested), when received or 3 days after deposited in the




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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




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 11.02 Amendments, Etc. No amendment or waiver of any provision of
this Agreement or any other Settlement Document, and no consent to any departure by Imperial PFC
therefrom, shall in any event be effective unless the same shall be in writing and signed by
Lexington, and then such waiver or consent shall be effective only in the specific instance and for
the specific purpose for which given.




          Section 11.03 No Waiver; Remedies, Etc. No failure on the part of Lexington
to exercise, and no delay in exercising, any right hereunder or under any other Settlement Document
shall operate as a waiver thereof; nor shall any single or partial exercise of any right under any
Settlement Document preclude any other or further exercise thereof or the exercise of any other
right. The rights and remedies of Lexington provided herein and in the other Settlement Documents
are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by
law. The rights of Lexington under any Settlement Document against any party thereto are not
conditional or contingent on any attempt by Lexington to exercise any of their rights under any
other Settlement Document against such party or against any other Person.




          Section 11.04 Expenses; Taxes.(i) Imperial PFC shall be obligated to pay on
demand, all costs, fees and expenses incurred by or on behalf of Lexington (including, without
limitation, fees, costs, client charges and expenses of counsel for Lexington) arising from or
relating to: (a) any requested amendments, waivers or consents to this Agreement or the other
Settlement Documents whether or not such documents become effective or are given, (b) the
preservation and protection of Lexington’s rights under this Agreement or the other Settlement
Documents, (c) the defense of any claim or action asserted or brought against Lexington by any
Person that arises from or relates to this Agreement, any other Settlement Document, Lexington’s
claims against Imperial PFC, or any and all matters in connection therewith, (d) the commencement
or defense of, or intervention in, any court proceeding arising from or related to this Agreement
or any other Settlement Document, (e) the filing of any petition, complaint, answer, motion or
other pleading by Lexington, or the taking of any action in respect of the Collateral or other
security, in connection with this Agreement or any other Settlement Document, (f) the protection,
collection, lease, sale, taking possession of or liquidation of, any Collateral or other security
in connection with this Agreement or any other Settlement Document, (g) any attempt to enforce any
Lien or security interest in any Collateral or other security in connection with this Agreement or
any other Settlement Document, (h) any attempt to collect from Imperial PFC or (i) the receipt by
Lexington of any advice from professionals with respect to any of the foregoing. Without limiting
any other provision of any Settlement Document: (x) Imperial PFC agrees to pay all stamp,
document, transfer, recording or filing taxes or fees and similar impositions now or hereafter
determined by Lexington to be
payable in connection with this Agreement or any other Settlement Document, and Imperial PFC
agrees to save Lexington harmless from and against any and all present or future claims,
liabilities or losses with respect to or resulting from any omission to pay or delay in paying any
such taxes, fees or impositions, (y) Imperial PFC agrees to pay all broker fees that may become due
in connection with the transactions contemplated by this Agreement and the other Settlement
Documents, and (z) if Imperial PFC fails to perform any covenant or agreement contained herein or
in any other Settlement Document, Lexington may itself perform or cause performance of




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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




such covenant or agreement, and the expenses of Lexington incurred in connection therewith shall be
reimbursed on demand by Imperial PFC.




          Section 11.05 Right of Set-off. Upon the occurrence and during the
continuance of any Event of Default, Lexington may, and is hereby authorized to, at any time and
from time to time, without notice to Imperial PFC (any such notice being expressly waived by
Imperial PFC) and to the fullest extent permitted by law, set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other Indebtedness
at any time owing by Lexington to or for the credit or the account of Imperial PFC against any and
all obligations of Imperial PFC either now or hereafter existing under any Settlement Document,
irrespective of whether or not Lexington shall have made any demand hereunder or thereunder and
although such obligations may be contingent or unmatured. Lexington agrees to notify Imperial PFC
promptly after any such set-off and application made by Lexington provided that the failure to give
such notice shall not affect the validity of such set-off and application. The rights of Lexington
under this Section 11.05 are in addition to the other rights and remedies (including other rights
of set-off) which Lexington may have under this Agreement or any other Settlement Documents of law
or otherwise.




          Section 11.06 Severability. 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 affecting the validity or enforceability of such provision in any other jurisdiction.




          Section 11.07 Assignments and Participations. This Agreement and the other
Settlement Documents shall be binding upon and inure to the benefit of Imperial PFC and Lexington
and their respective successors and assigns. Any successor to or assignee of any party hereto
shall succeed to all right, title and interest of such party hereunder (in the case of an
assignment, solely to the extent assigned); provided, however, that Imperial PFC
may not assign or transfer any of its rights hereunder or under the other Settlement Documents
without the prior written consent of Lexington and any such assignment without Lexington’s prior
written consent shall be null and void.




          Section 11.08 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which shall be
deemed to be an original, but all of which taken together 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. The foregoing shall apply to each other Settlement Document
mutatis mutandis.




          Section 11.09 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF
LAW





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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



PROVISIONS THEREOF (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS
LAW).




          Section 11.10 CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE.
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER SETTLEMENT DOCUMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS
AGREEMENT, IMPERIAL PFC HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. IMPERIAL PFC HEREBY IRREVOCABLY
APPOINTS THE SECRETARY OF STATE OF THE STATE OF NEW YORK AS ITS AGENT FOR SERVICE OF PROCESS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING AND FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IMPERIAL PFC AT ITS ADDRESS FOR
NOTICES AS SET FORTH IN SECTION 11.01 AND TO THE SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH
SERVICE TO BECOME EFFECTIVE TEN (10) DAYS AFTER SUCH MAILING. IMPERIAL PFC AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING HEREIN SHALL
AFFECT THE RIGHT OF LEXINGTON TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO
COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST IMPERIAL PFC IN ANY OTHER JURISDICTION.
IMPERIAL PFC HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS
BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT IMPERIAL PFC HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH
SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, IMPERIAL PFC HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT
OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER SETTLEMENT DOCUMENTS.




          Section 11.11 WAIVER OF JURY TRIAL, ETC.
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR THE OTHER SETTLEMENT DOCUMENTS, OR UNDER
ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR
OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH, OR
ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT, AND AGREES THAT
ANY SUCH ACTION, PROCEEDINGS OR



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.
IMPERIAL PFC CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF LEXINGTON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT LEXINGTON WOULD NOT, IN THE EVENT OF ANY ACTION,
PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. IMPERIAL PFC HEREBY
ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR LEXINGTON ENTERING INTO THIS
AGREEMENT.




          Section 11.12 Consent by Lexington.
Except as otherwise expressly set forth herein to the contrary or in any other Settlement
Document, if the consent, approval, satisfaction, determination, judgment, acceptance or similar
action (an “Action”) of Lexington shall be permitted or required pursuant to any provision
hereof or any provision of any other agreement to which Imperial PFC is a party and to which
Lexington has succeeded thereto, such Action shall be required to be in writing and may be withheld
or denied by Lexington, in its sole discretion, with or without any reason, and without being
subject to question or challenge on the grounds that such Action was not taken in good faith.




          Section 11.13 No Party Deemed Drafter.
Each of the parties hereto agrees that no party hereto shall be deemed to be the drafter of
this Agreement.




          Section 11.14 Reinstatement; Certain Payments.
If any claim is ever made upon Lexington for repayment or recovery of any amount or amounts
received by Lexington in payment or on account of any of the Obligations, Lexington shall give
prompt notice of such claim to Imperial PFC, and if Lexington repays all or part of such amount by
reason of (i) any judgment, decree or order of any court or administrative body having jurisdiction
over Lexington or any of its property, or (ii) any good faith settlement or compromise of any such
claim effected by Lexington with any such claimant, then and in such event Imperial PFC agrees that
(A) any such judgment, decree, order, settlement or compromise shall be binding upon it
notwithstanding the cancellation of any Indebtedness hereunder or under the other Settlement
Documents or the termination of this Agreement or the other Settlement Documents, and (B) it shall
be and remain liable to Lexington hereunder for the amount so repaid or recovered to the same
extent as if such amount had never originally been received by Lexington.




          Section 11.15 Indemnification.




               (a) General Indemnity. In addition to Imperial PFC’s other Obligations under this
Agreement, Imperial PFC agrees to defend, protect, indemnify and hold harmless Lexington and all of
its respective officers, directors, employees, attorneys, consultants and agents (collectively
called the “Indemnitees”) from and against any and all losses, damages, liabilities,
obligations, penalties, fees, reasonable costs and expenses (including, without limitation,
reasonable attorneys’ fees, costs and expenses) incurred by such Indemnitees, whether prior to or
from and after the Effective Date, whether direct, indirect or consequential, as a result of or
arising from or relating to or in connection with any of the following: (i) the negotiation,
preparation, execution or performance or enforcement of this Agreement, any other applicable
Settlement Document or of any other document executed in connection with the transactions
contemplated by this Agreement, (ii) any matter relating to the transactions contemplated by this
Agreement or the other Settlement Documents or by any document executed in connection with



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[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



the
transactions contemplated by this Agreement or the other Settlement Documents, (iii) any claim,
litigation, investigation or proceeding relating to any of the foregoing, whether or not any
Indemnitee is a party thereto, (iv) any breach by Imperial PFC of any of its covenants or
agreements or any failure by Imperial PFC to perform any of its obligations set forth in this
Agreement or in any of the Settlement Documents or (v) any breach of any warranty or the inaccuracy
of any representation of Imperial PFC contained or referred to in this Agreement (collectively, the
“Indemnified Matters”); provided, however, that Imperial PFC shall not have
any obligation to any Indemnitee under this subsection (a) for any Indemnified Matter caused by the
gross negligence or willful misconduct of such Indemnitee, as determined by a final judgment of a
court of competent jurisdiction.




               (b) To the extent that the undertaking to indemnify, pay and hold harmless set forth in this
Section 11.15 may be unenforceable because it is violative of any law or public policy, Imperial
PFC shall contribute the maximum portion which it is permitted to pay and satisfy under applicable
law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees. The
indemnities set forth in this Section 11.15 shall survive the repayment of the Obligations and
discharge of any Liens granted under the Settlement Documents.



          Section 11.16 Records.
The unpaid Obligations (including fees and other amounts payable hereunder) shall at all times
be ascertained from the records of Lexington, which shall be conclusive and binding absent manifest
error.




          Section 11.17 Binding Effect.
This Agreement shall become effective when it shall have been executed by Imperial PFC and
Lexington and when the conditions precedent set forth in Section 5.01 hereof have been satisfied or
waived in writing by Lexington, and thereafter shall be binding upon and inure to the benefit of
Imperial PFC and Lexington, and their respective successors and assigns, except that Imperial PFC
shall not have the right to assign its rights hereunder or any interest herein without the prior
written consent of Lexington.




          Section 11.18 Interest.
It is the intention of the parties hereto that Lexington shall conform strictly to usury laws
applicable to it. Accordingly, if the transactions contemplated hereby or by any other Settlement
Document would be usurious as to Lexington under laws applicable to it (including the laws of the
United States of America and the State of New York or any other jurisdiction whose laws may be
mandatorily applicable to Lexington notwithstanding the other provisions of this Agreement), then,
in that event, notwithstanding anything to the contrary in this Agreement or any other Settlement
Document or any agreement entered into in connection with or as security for the Obligations, it is
agreed as follows: (i) the aggregate of all consideration which constitutes interest under law
applicable to Lexington that is contracted for, taken, reserved, charged or received by Lexington
under this Agreement or any other Settlement Document or agreements or otherwise in connection with
the Obligations shall under no circumstances exceed the maximum amount allowed by such applicable
law, any excess shall be canceled automatically and if theretofore paid shall be credited by
Lexington on any other amount of the Obligations (or, to the extent that the other amount of the
Obligations shall have been or would thereby be paid in full, refunded by Lexington to Imperial
PFC); and (ii) in the event that the maturity of the Obligations is accelerated by reason of any
Event of Default under this Agreement or otherwise, or in the event of any required or permitted
prepayment, then such consideration that constitutes interest under law applicable to Lexington




-75-









 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.





may
never include more than the maximum amount allowed by such applicable law, and excess interest, if
any, provided for in this Agreement or otherwise shall be canceled automatically by Lexington as of
the date of such acceleration or prepayment and, if theretofore paid, shall be credited by
Lexington on any other amount of the Obligations (or, to the extent that the other amount of the
Obligations shall have been or would thereby be paid in full, refunded by Lexington to Imperial
PFC). If at any time and from time to time (x) the amount of interest payable to Lexington on any
date shall be computed at the Highest Lawful Rate applicable to Lexington pursuant to this Section
11.18 and (y) in respect of any subsequent interest computation period the amount of interest
otherwise payable to Lexington would be less than the amount of interest payable to Lexington
computed at the Highest Lawful Rate applicable to Lexington, then the amount of interest payable to
Lexington in respect of such subsequent interest computation period shall continue to be computed
at the Highest Lawful Rate applicable to Lexington until the total amount of interest payable to
Lexington shall equal the total amount of interest which would have been payable Lexington if the
total amount of interest had been computed without giving effect to this Section 11.18.




          For purposes of this Section 11.18, the term “applicable law” shall mean that law in effect
from time to time and applicable to the transaction between Imperial PFC, on the one hand, and
Lexington, on the other, that lawfully permits the charging and collection of the highest
permissible, lawful non-usurious rate of interest on such transaction and this Agreement,
including laws of the State of New York and, to the extent controlling, laws of the United
States of America.




          The right to accelerate the maturity of the Obligations does not include the right to
accelerate any interest that has not accrued as of the date of acceleration.




          Section 11.19 Confidentiality.
Each of Lexington and Imperial PFC agrees (on behalf of itself and each of its Affiliates,
directors, officers, employees and representatives) to use reasonable precautions to keep
confidential, in accordance with its customary procedures for handling confidential information of
this nature and in accordance with safe and sound practices of comparable commercial finance
companies the following (the “Confidential Information”): (i) this Agreement, the other
Settlement Documents, the LPIC Policy and all terms and conditions hereunder and thereunder, (ii)
all medical and personal information concerning any Underlying Life and, if applicable any Premium
Finance Borrower, and (iii) all confidential or non-public information and data in whatever form,
whether written, oral, electronic or otherwise furnished to it by the other party, in each case, to
the extent it is (A) not already in the receiving party’s possession, (B) not available to the
receiving party prior to its disclosure under this Agreement, the other Settlement Documents and/or
the LPIC Policy, as applicable, (C) not in the public domain when transmitted by one party to
another, (D) not published or otherwise becoming part of the public domain (through no fault of the
receiving party) prior to or after transmission, (E) not known to the receiving party through
disclosure by a third party (and not to the knowledge of the recipient of such information bound by
any duty to the transmitting party to keep such information confidential) and (F) not independently
developed by the receiving party; provided, that nothing herein shall limit the disclosure
of any such Confidential Information: (1) to such party’s own, and its Affiliates’, officers,
directors, employees, agents, service providers, auditors, advisors, financing parties or other
representatives who need to know such information in connection with such party’s performance of
its obligations or exercise of its rights under the




-76-









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




Settlement Documents or for purposes of
managing such party’s, or its Affiliates’, respective business relationships with other parties
involved in the transactions contemplated by the Settlement Documents or Transaction Documents or
in connection with the remarketing or potential sale, transfer or other disposition of any Life
Insurance Policy or beneficial interest in any Premium Finance Borrower that owns a Life Insurance
Policy (provided, that, in each such case, they shall have been informed of the confidential nature
of such information and directed to treat such information confidentially in accordance with the
terms of this Section 11.19); (2) to regulatory authorities or other Governmental Authorities
having or claiming jurisdiction or review or oversight authority with respect to such party or its
Affiliates; (3) other than in connection with disclosures to regulatory authorities or other
Governmental Authorities in accordance with the foregoing clause (4), as required by Requirements
of Law, subpoena, discovery request, search warrant, court order or other legal or arbitral
process; (4) in connection with any legal proceeding whose subject matter is related to the
transactions contemplated hereby in which it is involved; (5) upon receipt of the written consent
of the other party with respect to the disclosure of such information or (6) to any assignee or
participant (or prospective assignee or participant) so long as such assignee or participant (or
prospective assignee or participant) first agrees, in writing, to be bound by confidentiality
provisions similar in substance to this Section 11.19.




          Section 11.20 Public Disclosure.
Lexington’s identity shall not be disclosed by Imperial PFC in any press release or other
public disclosure or in any offering materials or discussions with rating agencies or any life
insurance company without the prior written consent of Lexington (which consent Lexington can
withhold in its sole and absolute discretion) and (ii) the LPIC Policy, this Agreement and any
other Settlement Document shall not be referenced by Imperial PFC in any press release or other
public disclosure or in any offering materials or discussions with rating agencies or any life
insurance company without the prior written consent of Lexington (which consent Lexington can
withhold in its sole and absolute discretion).




          Section 11.21 Integration.
This Agreement, together with the other Settlement Documents, reflects the entire
understanding of the parties with respect to the transactions contemplated hereby and shall not be
contradicted or qualified by any other agreement, oral or written, before the date hereof.




          Section 11.22 USA PATRIOT Act.
Lexington hereby notifies Imperial PFC that pursuant to the requirements of the USA PATRIOT
Act (Title 111 of Pub. L. 107-56 (signed into law October 26, 2001)) (as amended, the “USA
PATRIOT Act”), it is required to obtain, verify and record information that identifies the
entities composing Imperial PFC, which information includes the name and address of each such
entity and other information that will allow Lexington to identify the entities composing Imperial
PFC in accordance with the USA PATRIOT Act. Imperial PFC agrees to take such action and execute,
acknowledge and deliver at its sole cost and expense, such instruments and documents as Lexington
may reasonably require from time to time in order to enable Lexington to comply with the USA
PATRIOT Act.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]









-77-









 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.






          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written.




	 	 	 	 	 
	 	IMPERIAL PFC FINANCING, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	 	LEXINGTON INSURANCE COMPANY

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Omnibus Claims Settlement Agreement






 









 





Schedule 1.01(A)




Applicable Non-Licensed States




	1.	 	Georgia
	 
	2.	 	Pennsylvania
	 
	3.	 	Massachusetts




 









 











Schedule 1.01(B)




Applicable Licensed States




	1.	 	Mississippi
	 
	2.	 	New Jersey
	 
	3.	 	Rhode Island




 









 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.









Schedule 1.01(C)




Loan Schedule



See attached



 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	MATURITY	 	 	 	 
	LOAN ID	 	ORIG PRINCIPAL	 	RATE	 	DATE	 	COMMENT	 	LPIC Cert
	2006-2841-01	 	 	[*]	 	 	 	[*]	 	 	 	03/26/2009	 	 	Alternate Loan ID SLPO-2006-2841-01
	 	 	4800033	 
	2006-3950	 	 	[*]	 	 	 	[*]	 	 	 	06/08/2009	 	 	Alternate Loan ID 2008-977
	 	 	4800104	 
	2007-160	 	 	[*]	 	 	 	[*]	 	 	 	06/16/2009	 	 	 
	 	 	4800114	 
	2007-192	 	 	[*]	 	 	 	[*]	 	 	 	08/11/2009	 	 	 
	 	 	4800078	 
	2007-241	 	 	[*]	 	 	 	[*]	 	 	 	06/13/2009	 	 	 
	 	 	4800325	 
	2007-247	 	 	[*]	 	 	 	[*]	 	 	 	09/27/2009	 	 	 
	 	 	4800041	 
	2007-261	 	 	[*]	 	 	 	[*]	 	 	 	09/06/2009	 	 	 
	 	 	4800354	 
	2007-285	 	 	[*]	 	 	 	[*]	 	 	 	12/01/2009	 	 	 
	 	 	4800393	 
	2007-307	 	 	[*]	 	 	 	[*]	 	 	 	10/17/2009	 	 	 
	 	 	4800331	 
	2007-312	 	 	[*]	 	 	 	[*]	 	 	 	10/02/2009	 	 	 
	 	 	4800291	 
	2007-313	 	 	[*]	 	 	 	[*]	 	 	 	09/09/2009	 	 	 
	 	 	4800333	 
	2007-317	 	 	[*]	 	 	 	[*]	 	 	 	11/06/2009	 	 	 
	 	 	4800298	 
	2007-327	 	 	[*]	 	 	 	[*]	 	 	 	10/19/2009	 	 	 
	 	 	4800370	 
	2007-334	 	 	[*]	 	 	 	[*]	 	 	 	12/19/2009	 	 	 
	 	 	4800199	 
	2007-355	 	 	[*]	 	 	 	[*]	 	 	 	12/22/2009	 	 	 
	 	 	4800255	 
	2007-356	 	 	[*]	 	 	 	[*]	 	 	 	12/15/2009	 	 	 
	 	 	4800369	 
	2007-364	 	 	[*]	 	 	 	[*]	 	 	 	12/22/2009	 	 	 
	 	 	4800235	 
	2007-377	 	 	[*]	 	 	 	[*]	 	 	 	12/16/2009	 	 	 
	 	 	4800326	 
	2007-379	 	 	[*]	 	 	 	[*]	 	 	 	12/26/2009	 	 	 
	 	 	4800261	 
	2007-380	 	 	[*]	 	 	 	[*]	 	 	 	11/27/2009	 	 	 
	 	 	4800371	 
	2007-387	 	 	[*]	 	 	 	[*]	 	 	 	02/28/2010	 	 	 
	 	 	4800273	 
	2007-404	 	 	[*]	 	 	 	[*]	 	 	 	02/07/2010	 	 	 
	 	 	4800233	 
	2007-405	 	 	[*]	 	 	 	[*]	 	 	 	01/28/2010	 	 	 
	 	 	4800231	 
	2007-407	 	 	[*]	 	 	 	[*]	 	 	 	01/16/2010	 	 	 
	 	 	4800258	 
	2007-408	 	 	[*]	 	 	 	[*]	 	 	 	02/21/2010	 	 	 
	 	 	4800192	 
	2007-412	 	 	[*]	 	 	 	[*]	 	 	 	01/21/2010	 	 	 
	 	 	4800232	 
	2007-418	 	 	[*]	 	 	 	[*]	 	 	 	02/14/2010	 	 	 
	 	 	4800194	 
	2007-421	 	 	[*]	 	 	 	[*]	 	 	 	12/28/2009	 	 	 
	 	 	4800410	 
	2007-428	 	 	[*]	 	 	 	[*]	 	 	 	12/08/2009	 	 	 
	 	 	4800287	 





 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	MATURITY	 	 	 	 
	LOAN ID	 	ORIG PRINCIPAL	 	RATE	 	DATE	 	COMMENT	 	LPIC Cert
	2007-429	 	 	[*]	 	 	 	[*]	 	 	 	02/28/2010	 	 	 
	 	 	4800189	 
	2007-444	 	 	[*]	 	 	 	[*]	 	 	 	11/20/2009	 	 	 
	 	 	4800251	 
	2007-450	 	 	[*]	 	 	 	[*]	 	 	 	06/11/2010	 	 	 
	 	 	4800257	 
	2008-1000	 	 	[*]	 	 	 	[*]	 	 	 	11/29/2010	 	 	 
	 	 	4800106	 
	2008-1002	 	 	[*]	 	 	 	[*]	 	 	 	11/10/2010	 	 	 
	 	 	4800175	 
	2008-1003	 	 	[*]	 	 	 	[*]	 	 	 	07/08/2009	 	 	 
	 	 	4800092	 
	2008-1005	 	 	[*]	 	 	 	[*]	 	 	 	09/23/2010	 	 	 
	 	 	4800206	 
	2008-1006	 	 	[*]	 	 	 	[*]	 	 	 	07/23/2009	 	 	 
	 	 	4800101	 
	2008-1007	 	 	[*]	 	 	 	[*]	 	 	 	12/24/2009	 	 	 
	 	 	4800345	 
	2008-1008	 	 	[*]	 	 	 	[*]	 	 	 	12/24/2009	 	 	 
	 	 	4800311	 
	2008-1009	 	 	[*]	 	 	 	[*]	 	 	 	08/02/2009	 	 	 
	 	 	4800306	 
	2008-1012	 	 	[*]	 	 	 	[*]	 	 	 	07/12/2009	 	 	 
	 	 	4800128	 
	2008-1013	 	 	[*]	 	 	 	[*]	 	 	 	07/22/2009	 	 	 
	 	 	4800126	 
	2008-1014	 	 	[*]	 	 	 	[*]	 	 	 	07/14/2009	 	 	 
	 	 	4800119	 
	2008-1015	 	 	[*]	 	 	 	[*]	 	 	 	06/15/2009	 	 	 
	 	 	4800344	 
	2008-1018	 	 	[*]	 	 	 	[*]	 	 	 	07/20/2009	 	 	 
	 	 	4800191	 
	2008-1019	 	 	[*]	 	 	 	[*]	 	 	 	07/01/2009	 	 	 
	 	 	4800132	 
	2008-1020	 	 	[*]	 	 	 	[*]	 	 	 	03/17/2010	 	 	 
	 	 	4800141	 
	2008-1025	 	 	[*]	 	 	 	[*]	 	 	 	01/07/2011	 	 	 
	 	 	4800285	 
	2008-1026	 	 	[*]	 	 	 	[*]	 	 	 	08/28/2010	 	 	 
	 	 	4800137	 
	2008-1027	 	 	[*]	 	 	 	[*]	 	 	 	12/06/2010	 	 	 
	 	 	4800184	 
	2008-1030	 	 	[*]	 	 	 	[*]	 	 	 	05/24/2009	 	 	 
	 	 	4800091	 
	2008-1031	 	 	[*]	 	 	 	[*]	 	 	 	12/10/2010	 	 	 
	 	 	4800204	 
	2008-1032	 	 	[*]	 	 	 	[*]	 	 	 	11/19/2010	 	 	 
	 	 	4800240	 
	2008-1033	 	 	[*]	 	 	 	[*]	 	 	 	07/26/2009	 	 	 
	 	 	4800124	 
	2008-1034	 	 	[*]	 	 	 	[*]	 	 	 	07/15/2009	 	 	 
	 	 	4800197	 
	2008-1035	 	 	[*]	 	 	 	[*]	 	 	 	09/21/2010	 	 	 
	 	 	4800138	 
	2008-1036	 	 	[*]	 	 	 	[*]	 	 	 	09/21/2010	 	 	 
	 	 	4800139	 
	2008-1037	 	 	[*]	 	 	 	[*]	 	 	 	07/11/2009	 	 	 
	 	 	4800125	 
	2008-1040	 	 	[*]	 	 	 	[*]	 	 	 	01/26/2011	 	 	 
	 	 	4800227	 
	2008-1041	 	 	[*]	 	 	 	[*]	 	 	 	02/03/2011	 	 	 
	 	 	4800214	 
	2008-1043	 	 	[*]	 	 	 	[*]	 	 	 	12/27/2010	 	 	 
	 	 	4800196	 







[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.







 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	MATURITY	 	 	 	 
	LOAN ID	 	ORIG PRINCIPAL	 	RATE	 	DATE	 	COMMENT	 	LPIC Cert
	2008-1044	 	 	[*]	 	 	 	[*]	 	 	 	07/10/2011	 	 	 
	 	 	4800163	 
	2008-1047	 	 	[*]	 	 	 	[*]	 	 	 	12/27/2010	 	 	 
	 	 	4800239	 
	2008-1048	 	 	[*]	 	 	 	[*]	 	 	 	10/24/2010	 	 	 
	 	 	4800165	 
	2008-1051	 	 	[*]	 	 	 	[*]	 	 	 	12/28/2010	 	 	 
	 	 	4800223	 
	2008-1053	 	 	[*]	 	 	 	[*]	 	 	 	10/27/2010	 	 	 
	 	 	4800212	 
	2008-1054	 	 	[*]	 	 	 	[*]	 	 	 	11/23/2010	 	 	 
	 	 	4800281	 
	2008-1056	 	 	[*]	 	 	 	[*]	 	 	 	10/12/2010	 	 	 
	 	 	4800225	 
	2008-1063	 	 	[*]	 	 	 	[*]	 	 	 	01/25/2011	 	 	 
	 	 	4800283	 
	2008-1064	 	 	[*]	 	 	 	[*]	 	 	 	01/06/2011	 	 	 
	 	 	4800220	 
	2008-1065	 	 	[*]	 	 	 	[*]	 	 	 	08/16/2009	 	 	 
	 	 	4800201	 
	2008-1066	 	 	[*]	 	 	 	[*]	 	 	 	05/28/2010	 	 	 
	 	 	4800243	 
	2008-1067	 	 	[*]	 	 	 	[*]	 	 	 	01/05/2011	 	 	 
	 	 	4800218	 
	2008-1068	 	 	[*]	 	 	 	[*]	 	 	 	01/07/2011	 	 	 
	 	 	4800377	 
	2008-1069	 	 	[*]	 	 	 	[*]	 	 	 	11/28/2010	 	 	 
	 	 	4800280	 
	2008-1070	 	 	[*]	 	 	 	[*]	 	 	 	10/13/2010	 	 	 
	 	 	4800314	 
	2008-1071	 	 	[*]	 	 	 	[*]	 	 	 	09/17/2010	 	 	 
	 	 	4800242	 
	2008-1072	 	 	[*]	 	 	 	[*]	 	 	 	11/11/2011	 	 	 
	 	 	4800217	 
	2008-1073	 	 	[*]	 	 	 	[*]	 	 	 	07/01/2010	 	 	 
	 	 	4800250	 
	2008-1075	 	 	[*]	 	 	 	[*]	 	 	 	01/05/2011	 	 	 
	 	 	4800406	 
	2008-1076	 	 	[*]	 	 	 	[*]	 	 	 	01/17/2011	 	 	 
	 	 	4800315	 
	2008-1078	 	 	[*]	 	 	 	[*]	 	 	 	11/02/2010	 	 	 
	 	 	4800322	 
	2008-1079	 	 	[*]	 	 	 	[*]	 	 	 	12/29/2009	 	 	 
	 	 	4800312	 
	2008-1081	 	 	[*]	 	 	 	[*]	 	 	 	09/20/2010	 	 	 
	 	 	4800241	 
	2008-1084	 	 	[*]	 	 	 	[*]	 	 	 	07/29/2010	 	 	 
	 	 	4800367	 
	2008-1085	 	 	[*]	 	 	 	[*]	 	 	 	01/19/2011	 	 	 
	 	 	4800226	 
	2008-1086	 	 	[*]	 	 	 	[*]	 	 	 	10/01/2010	 	 	 
	 	 	4800238	 
	2008-1091	 	 	[*]	 	 	 	[*]	 	 	 	05/10/2011	 	 	 
	 	 	4800378	 
	2008-1092	 	 	[*]	 	 	 	[*]	 	 	 	02/26/2011	 	 	 
	 	 	4800307	 
	2008-1093	 	 	[*]	 	 	 	[*]	 	 	 	01/15/2011	 	 	 
	 	 	4800282	 
	2008-1094	 	 	[*]	 	 	 	[*]	 	 	 	01/26/2011	 	 	 
	 	 	4800244	 
	2008-1095	 	 	[*]	 	 	 	[*]	 	 	 	01/24/2011	 	 	 
	 	 	4800278	 
	2008-1096	 	 	[*]	 	 	 	[*]	 	 	 	01/24/2011	 	 	 
	 	 	4800276	 
	2008-1097	 	 	[*]	 	 	 	[*]	 	 	 	01/20/2011	 	 	 
	 	 	4800256	 
	2008-1101	 	 	[*]	 	 	 	[*]	 	 	 	01/20/2011	 	 	 
	 	 	4800249	 
	2008-1102	 	 	[*]	 	 	 	[*]	 	 	 	01/26/2011	 	 	 
	 	 	4800279	 
	2008-1103	 	 	[*]	 	 	 	[*]	 	 	 	11/09/2010	 	 	 
	 	 	4800253	 
	2008-1105	 	 	[*]	 	 	 	[*]	 	 	 	09/09/2010	 	 	 
	 	 	4800290	 
	2008-1106	 	 	[*]	 	 	 	[*]	 	 	 	03/03/2011	 	 	 
	 	 	4800409	 
	2008-1110	 	 	[*]	 	 	 	[*]	 	 	 	10/20/2010	 	 	 
	 	 	4800288	 








[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	MATURITY	 	 	 	 
	LOAN ID	 	ORIG PRINCIPAL	 	RATE	 	DATE	 	COMMENT	 	LPIC Cert
	2008-1111	 	 	[*]	 	 	 	[*]	 	 	 	02/28/2011	 	 	 
	 	 	4800286	 
	2008-1112	 	 	[*]	 	 	 	[*]	 	 	 	01/07/2011	 	 	 
	 	 	4800305	 
	2008-1115	 	 	[*]	 	 	 	[*]	 	 	 	11/18/2010	 	 	 
	 	 	4800321	 
	2008-1117	 	 	[*]	 	 	 	[*]	 	 	 	01/06/2011	 	 	 
	 	 	4800263	 
	2008-1119	 	 	[*]	 	 	 	[*]	 	 	 	09/15/2010	 	 	 
	 	 	4800405	 
	2008-1120	 	 	[*]	 	 	 	[*]	 	 	 	01/26/2011	 	 	 
	 	 	4800310	 
	2008-1122	 	 	[*]	 	 	 	[*]	 	 	 	02/02/2011	 	 	 
	 	 	4800284	 
	2008-1125	 	 	[*]	 	 	 	[*]	 	 	 	02/04/2011	 	 	 
	 	 	4800318	 
	2008-1128	 	 	[*]	 	 	 	[*]	 	 	 	01/19/2011	 	 	 
	 	 	4800320	 
	2008-1129	 	 	[*]	 	 	 	[*]	 	 	 	02/04/2010	 	 	 
	 	 	4800292	 
	2008-1131	 	 	[*]	 	 	 	[*]	 	 	 	01/17/2011	 	 	 
	 	 	4800316	 
	2008-1132	 	 	[*]	 	 	 	[*]	 	 	 	10/08/2010	 	 	 
	 	 	4800376	 
	2008-1133	 	 	[*]	 	 	 	[*]	 	 	 	02/11/2011	 	 	 
	 	 	4800319	 
	2008-1136	 	 	[*]	 	 	 	[*]	 	 	 	02/03/2011	 	 	 
	 	 	4800362	 
	2008-1137	 	 	[*]	 	 	 	[*]	 	 	 	11/02/2010	 	 	 
	 	 	4800375	 
	2008-1138	 	 	[*]	 	 	 	[*]	 	 	 	01/13/2011	 	 	 
	 	 	4800397	 
	2008-1139	 	 	[*]	 	 	 	[*]	 	 	 	02/10/2011	 	 	 
	 	 	4800323	 
	2008-1142	 	 	[*]	 	 	 	[*]	 	 	 	02/04/2011	 	 	 
	 	 	4800346	 
	2008-1143	 	 	[*]	 	 	 	[*]	 	 	 	05/19/2011	 	 	 
	 	 	4800324	 
	2008-1146	 	 	[*]	 	 	 	[*]	 	 	 	02/17/2011	 	 	 
	 	 	4800309	 
	2008-1147	 	 	[*]	 	 	 	[*]	 	 	 	02/22/2011	 	 	 
	 	 	4800308	 
	2008-1148	 	 	[*]	 	 	 	[*]	 	 	 	02/19/2011	 	 	 
	 	 	4800340	 
	2008-1150	 	 	[*]	 	 	 	[*]	 	 	 	02/19/2011	 	 	 
	 	 	4800386	 
	2008-1151	 	 	[*]	 	 	 	[*]	 	 	 	02/19/2011	 	 	 
	 	 	4800365	 
	2008-1156	 	 	[*]	 	 	 	[*]	 	 	 	12/30/2010	 	 	 
	 	 	4800317	 
	2008-1157	 	 	[*]	 	 	 	[*]	 	 	 	02/19/2011	 	 	 
	 	 	4800342	 
	2008-1159	 	 	[*]	 	 	 	[*]	 	 	 	02/11/2011	 	 	 
	 	 	4800349	 
	2008-1160	 	 	[*]	 	 	 	[*]	 	 	 	10/26/2010	 	 	 
	 	 	4800388	 
	2008-2011	 	 	[*]	 	 	 	[*]	 	 	 	07/05/2009	 	 	 
	 	 	4800113	 
	2008-458	 	 	[*]	 	 	 	[*]	 	 	 	02/13/2010	 	 	 
	 	 	4800264	 
	2008-462	 	 	[*]	 	 	 	[*]	 	 	 	03/17/2010	 	 	 
	 	 	4800181	 
	2008-471	 	 	[*]	 	 	 	[*]	 	 	 	02/06/2010	 	 	 
	 	 	4800391	 
	2008-472	 	 	[*]	 	 	 	[*]	 	 	 	02/06/2010	 	 	 
	 	 	4800392	 
	2008-488	 	 	[*]	 	 	 	[*]	 	 	 	03/07/2010	 	 	 
	 	 	4800353	 
	2008-492	 	 	[*]	 	 	 	[*]	 	 	 	07/28/2010	 	 	 
	 	 	4800229	 
	2008-506	 	 	[*]	 	 	 	[*]	 	 	 	02/27/2010	 	 	 
	 	 	4800347	 
	2008-507	 	 	[*]	 	 	 	[*]	 	 	 	09/27/2009	 	 	 
	 	 	4800348	 
	2008-519	 	 	[*]	 	 	 	[*]	 	 	 	03/18/2010	 	 	 
	 	 	4800230	 
	2008-521	 	 	[*]	 	 	 	[*]	 	 	 	04/22/2010	 	 	 
	 	 	4800156	 







[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.





 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	MATURITY	 	 	 	 
	LOAN ID	 	ORIG PRINCIPAL	 	RATE	 	DATE	 	COMMENT	 	LPIC Cert
	2008-527	 	 	[*]	 	 	 	[*]	 	 	 	04/14/2010	 	 	 
	 	 	4800268	 
	2008-528	 	 	[*]	 	 	 	[*]	 	 	 	07/05/2010	 	 	 
	 	 	4800300	 
	2008-532	 	 	[*]	 	 	 	[*]	 	 	 	01/10/2010	 	 	 
	 	 	4800394	 
	2008-537	 	 	[*]	 	 	 	[*]	 	 	 	02/12/2010	 	 	 
	 	 	4800328	 
	2008-543	 	 	[*]	 	 	 	[*]	 	 	 	03/17/2010	 	 	 
	 	 	4800289	 
	2008-545	 	 	[*]	 	 	 	[*]	 	 	 	07/11/2010	 	 	 
	 	 	4800356	 
	2008-546	 	 	[*]	 	 	 	[*]	 	 	 	08/27/2009	 	 	 
	 	 	4800368	 
	2008-547	 	 	[*]	 	 	 	[*]	 	 	 	12/01/2009	 	 	 
	 	 	4800046	 
	2008-550	 	 	[*]	 	 	 	[*]	 	 	 	08/29/2010	 	 	 
	 	 	4800176	 
	2008-552	 	 	[*]	 	 	 	[*]	 	 	 	04/06/2010	 	 	 
	 	 	4800237	 
	2008-560	 	 	[*]	 	 	 	[*]	 	 	 	03/26/2011	 	 	 
	 	 	4800236	 
	2008-571	 	 	[*]	 	 	 	[*]	 	 	 	07/11/2010	 	 	 
	 	 	4800390	 
	2008-572	 	 	[*]	 	 	 	[*]	 	 	 	05/05/2010	 	 	 
	 	 	4800158	 
	2008-575	 	 	[*]	 	 	 	[*]	 	 	 	04/19/2010	 	 	 
	 	 	4800271	 
	2008-579	 	 	[*]	 	 	 	[*]	 	 	 	04/13/2010	 	 	 
	 	 	4800296	 
	2008-581	 	 	[*]	 	 	 	[*]	 	 	 	03/28/2010	 	 	 
	 	 	4800097	 
	2008-582	 	 	[*]	 	 	 	[*]	 	 	 	04/21/2010	 	 	 
	 	 	4800254	 
	2008-583	 	 	[*]	 	 	 	[*]	 	 	 	04/21/2010	 	 	 
	 	 	4800411	 
	2008-584	 	 	[*]	 	 	 	[*]	 	 	 	04/26/2010	 	 	 
	 	 	4800336	 
	2008-588	 	 	[*]	 	 	 	[*]	 	 	 	05/12/2010	 	 	 
	 	 	4800151	 
	2008-592	 	 	[*]	 	 	 	[*]	 	 	 	03/03/2011	 	 	 
	 	 	4800335	 
	2008-593	 	 	[*]	 	 	 	[*]	 	 	 	04/28/2010	 	 	 
	 	 	4800294	 
	2008-595	 	 	[*]	 	 	 	[*]	 	 	 	05/14/2010	 	 	 
	 	 	4800234	 
	2008-601	 	 	[*]	 	 	 	[*]	 	 	 	05/04/2010	 	 	 
	 	 	4800203	 
	2008-602	 	 	[*]	 	 	 	[*]	 	 	 	04/28/2010	 	 	 
	 	 	4800301	 
	2008-605	 	 	[*]	 	 	 	[*]	 	 	 	10/30/2009	 	 	 
	 	 	4800395	 
	2008-606	 	 	[*]	 	 	 	[*]	 	 	 	05/28/2010	 	 	 
	 	 	4800146	 
	2008-608	 	 	[*]	 	 	 	[*]	 	 	 	05/05/2010	 	 	 
	 	 	4800260	 
	2008-614	 	 	[*]	 	 	 	[*]	 	 	 	09/05/2010	 	 	 
	 	 	4800329	 
	2008-618	 	 	[*]	 	 	 	[*]	 	 	 	05/24/2010	 	 	 
	 	 	4800152	 
	2008-620	 	 	[*]	 	 	 	[*]	 	 	 	05/05/2010	 	 	 
	 	 	4800327	 
	2008-627	 	 	[*]	 	 	 	[*]	 	 	 	05/19/2010	 	 	 
	 	 	4800252	 
	2008-628	 	 	[*]	 	 	 	[*]	 	 	 	11/26/2010	 	 	 
	 	 	4800045	 
	2008-629	 	 	[*]	 	 	 	[*]	 	 	 	05/06/2010	 	 	 
	 	 	4800337	 
	2008-632	 	 	[*]	 	 	 	[*]	 	 	 	09/18/2010	 	 	 
	 	 	4800265	 
	2008-633	 	 	[*]	 	 	 	[*]	 	 	 	10/10/2010	 	 	 
	 	 	4800193	 
	2008-634	 	 	[*]	 	 	 	[*]	 	 	 	06/10/2010	 	 	 
	 	 	4800372	 
	2008-635	 	 	[*]	 	 	 	[*]	 	 	 	04/22/2010	 	 	 
	 	 	4800338	 
	2008-636	 	 	[*]	 	 	 	[*]	 	 	 	05/20/2010	 	 	 
	 	 	4800267	 
	2008-637	 	 	[*]	 	 	 	[*]	 	 	 	06/02/2010	 	 	 
	 	 	4800157	 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	MATURITY	 	 	 	 
	LOAN ID	 	ORIG PRINCIPAL	 	RATE	 	DATE	 	COMMENT	 	LPIC Cert
	2008-640	 	 	[*]	 	 	 	[*]	 	 	 	05/20/2010	 	 	 
	 	 	4800304	 
	2008-643	 	 	[*]	 	 	 	[*]	 	 	 	10/02/2010	 	 	 
	 	 	4800182	 
	2008-644	 	 	[*]	 	 	 	[*]	 	 	 	05/09/2010	 	 	 
	 	 	4800150	 
	2008-646	 	 	[*]	 	 	 	[*]	 	 	 	05/11/2010	 	 	 
	 	 	4800373	 
	2008-659	 	 	[*]	 	 	 	[*]	 	 	 	05/11/2010	 	 	 
	 	 	4800020	 
	2008-668	 	 	[*]	 	 	 	[*]	 	 	 	06/11/2010	 	 	 
	 	 	4800200	 
	2008-669	 	 	[*]	 	 	 	[*]	 	 	 	06/14/2010	 	 	 
	 	 	4800183	 
	2008-673	 	 	[*]	 	 	 	[*]	 	 	 	04/01/2010	 	 	 
	 	 	4800027	 
	2008-676	 	 	[*]	 	 	 	[*]	 	 	 	03/06/2010	 	 	 
	 	 	4800037	 
	2008-678	 	 	[*]	 	 	 	[*]	 	 	 	06/22/2010	 	 	 
	 	 	4800034	 
	2008-679	 	 	[*]	 	 	 	[*]	 	 	 	12/02/2010	 	 	 
	 	 	4800295	 
	2008-682	 	 	[*]	 	 	 	[*]	 	 	 	10/02/2010	 	 	 
	 	 	4800272	 
	2008-683	 	 	[*]	 	 	 	[*]	 	 	 	10/11/2010	 	 	 
	 	 	4800186	 
	2008-684	 	 	[*]	 	 	 	[*]	 	 	 	05/28/2010	 	 	 
	 	 	4800010	 
	2008-685	 	 	[*]	 	 	 	[*]	 	 	 	03/31/2011	 	 	 
	 	 	4800352	 
	2008-688	 	 	[*]	 	 	 	[*]	 	 	 	09/20/2010	 	 	 
	 	 	4800269	 
	2008-689	 	 	[*]	 	 	 	[*]	 	 	 	05/14/2010	 	 	 
	 	 	4800355	 
	2008-691	 	 	[*]	 	 	 	[*]	 	 	 	09/27/2010	 	 	 
	 	 	4800031	 
	2008-693	 	 	[*]	 	 	 	[*]	 	 	 	07/05/2010	 	 	 
	 	 	4800012	 
	2008-695	 	 	[*]	 	 	 	[*]	 	 	 	05/24/2010	 	 	 
	 	 	4800051	 
	2008-699	 	 	[*]	 	 	 	[*]	 	 	 	06/25/2010	 	 	 
	 	 	4800187	 
	2008-706	 	 	[*]	 	 	 	[*]	 	 	 	05/28/2010	 	 	 
	 	 	4800008	 
	2008-707	 	 	[*]	 	 	 	[*]	 	 	 	06/09/2010	 	 	 
	 	 	4800293	 
	2008-708	 	 	[*]	 	 	 	[*]	 	 	 	06/01/2010	 	 	 
	 	 	4800038	 
	2008-710	 	 	[*]	 	 	 	[*]	 	 	 	04/16/2011	 	 	 
	 	 	4800013	 
	2008-711	 	 	[*]	 	 	 	[*]	 	 	 	07/12/2010	 	 	 
	 	 	4800274	 
	2008-712	 	 	[*]	 	 	 	[*]	 	 	 	06/08/2010	 	 	 
	 	 	4800118	 
	2008-713	 	 	[*]	 	 	 	[*]	 	 	 	06/03/2010	 	 	 
	 	 	4800246	 
	2008-714	 	 	[*]	 	 	 	[*]	 	 	 	08/27/2010	 	 	 
	 	 	4800071	 
	2008-717	 	 	[*]	 	 	 	[*]	 	 	 	06/16/2010	 	 	 
	 	 	4800262	 
	2008-718	 	 	[*]	 	 	 	[*]	 	 	 	10/08/2009	 	 	 
	 	 	4800061	 
	2008-720	 	 	[*]	 	 	 	[*]	 	 	 	06/09/2010	 	 	 
	 	 	4800006	 
	2008-722	 	 	[*]	 	 	 	[*]	 	 	 	10/16/2010	 	 	 
	 	 	4800052	 
	2008-724	 	 	[*]	 	 	 	[*]	 	 	 	06/21/2010	 	 	 
	 	 	4800275	 
	2008-727	 	 	[*]	 	 	 	[*]	 	 	 	11/20/2009	 	 	 
	 	 	4800074	 
	2008-731	 	 	[*]	 	 	 	[*]	 	 	 	07/08/2010	 	 	 
	 	 	4800161	 
	2008-732	 	 	[*]	 	 	 	[*]	 	 	 	06/24/2010	 	 	 
	 	 	4800330	 
	2008-737	 	 	[*]	 	 	 	[*]	 	 	 	10/04/2010	 	 	 
	 	 	4800103	 
	2008-739	 	 	[*]	 	 	 	[*]	 	 	 	07/09/2010	 	 	 
	 	 	4800102	 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	MATURITY	 	 	 	 
	LOAN ID	 	ORIG PRINCIPAL	 	RATE	 	DATE	 	COMMENT	 	LPIC Cert
	2008-740	 	 	[*]	 	 	 	[*]	 	 	 	10/23/2010	 	 	 
	 	 	4800332	 
	2008-743	 	 	[*]	 	 	 	[*]	 	 	 	07/12/2010	 	 	 
	 	 	4800149	 
	2008-745	 	 	[*]	 	 	 	[*]	 	 	 	10/23/2010	 	 	 
	 	 	4800259	 
	2008-747	 	 	[*]	 	 	 	[*]	 	 	 	07/01/2010	 	 	 
	 	 	4800049	 
	2008-749	 	 	[*]	 	 	 	[*]	 	 	 	07/14/2010	 	 	 
	 	 	4800202	 
	2008-750	 	 	[*]	 	 	 	[*]	 	 	 	07/28/2010	 	 	 
	 	 	4800040	 
	2008-754	 	 	[*]	 	 	 	[*]	 	 	 	07/02/2010	 	 	 
	 	 	4800017	 
	2008-755	 	 	[*]	 	 	 	[*]	 	 	 	07/01/2010	 	 	 
	 	 	4800334	 
	2008-756	 	 	[*]	 	 	 	[*]	 	 	 	07/02/2010	 	 	 
	 	 	4800023	 
	2008-758	 	 	[*]	 	 	 	[*]	 	 	 	05/28/2010	 	 	 
	 	 	4800076	 
	2008-761	 	 	[*]	 	 	 	[*]	 	 	 	07/16/2010	 	 	 
	 	 	4800168	 
	2008-762	 	 	[*]	 	 	 	[*]	 	 	 	07/28/2010	 	 	 
	 	 	4800035	 
	2008-764	 	 	[*]	 	 	 	[*]	 	 	 	07/06/2010	 	 	 
	 	 	4800014	 
	2008-765	 	 	[*]	 	 	 	[*]	 	 	 	07/07/2010	 	 	 
	 	 	4800026	 
	2008-767	 	 	[*]	 	 	 	[*]	 	 	 	11/05/2010	 	 	 
	 	 	4800005	 
	2008-768	 	 	[*]	 	 	 	[*]	 	 	 	11/14/2010	 	 	 
	 	 	4800270	 
	2008-770	 	 	[*]	 	 	 	[*]	 	 	 	11/07/2010	 	 	 
	 	 	4800039	 
	2008-771	 	 	[*]	 	 	 	[*]	 	 	 	07/19/2010	 	 	 
	 	 	4800166	 
	2008-773	 	 	[*]	 	 	 	[*]	 	 	 	07/07/2010	 	 	 
	 	 	4800015	 
	2008-774	 	 	[*]	 	 	 	[*]	 	 	 	07/20/2010	 	 	 
	 	 	4800153	 
	2008-775	 	 	[*]	 	 	 	[*]	 	 	 	07/07/2010	 	 	 
	 	 	4800021	 
	2008-777	 	 	[*]	 	 	 	[*]	 	 	 	11/07/2010	 	 	 
	 	 	4800299	 
	2008-778	 	 	[*]	 	 	 	[*]	 	 	 	11/06/2010	 	 	 
	 	 	4800277	 
	2008-779	 	 	[*]	 	 	 	[*]	 	 	 	07/01/2010	 	 	 
	 	 	4800018	 
	2008-781	 	 	[*]	 	 	 	[*]	 	 	 	07/21/2010	 	 	 
	 	 	4800155	 
	2008-782	 	 	[*]	 	 	 	[*]	 	 	 	05/12/2010	 	 	 
	 	 	4800303	 
	2008-783	 	 	[*]	 	 	 	[*]	 	 	 	11/07/2010	 	 	 
	 	 	4800297	 
	2008-788	 	 	[*]	 	 	 	[*]	 	 	 	07/21/2010	 	 	 
	 	 	4800159	 
	2008-789	 	 	[*]	 	 	 	[*]	 	 	 	07/16/2010	 	 	 
	 	 	4800042	 
	2008-793	 	 	[*]	 	 	 	[*]	 	 	 	07/23/2010	 	 	 
	 	 	4800148	 
	2008-795	 	 	[*]	 	 	 	[*]	 	 	 	07/09/2010	 	 	 
	 	 	4800032	 
	2008-796	 	 	[*]	 	 	 	[*]	 	 	 	07/23/2010	 	 	 
	 	 	4800195	 
	2008-797	 	 	[*]	 	 	 	[*]	 	 	 	07/21/2010	 	 	 
	 	 	4800143	 
	2008-799	 	 	[*]	 	 	 	[*]	 	 	 	04/13/2010	 	 	 
	 	 	4800030	 
	2008-800	 	 	[*]	 	 	 	[*]	 	 	 	04/13/2010	 	 	 
	 	 	4800029	 
	2008-802	 	 	[*]	 	 	 	[*]	 	 	 	07/15/2010	 	 	 
	 	 	4800028	 
	2008-803	 	 	[*]	 	 	 	[*]	 	 	 	11/12/2010	 	 	 
	 	 	4800004	 
	2008-804	 	 	[*]	 	 	 	[*]	 	 	 	07/23/2010	 	 	 
	 	 	4800147	 
	2008-807	 	 	[*]	 	 	 	[*]	 	 	 	04/22/2010	 	 	 
	 	 	4800024	 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	MATURITY	 	 	 	 
	LOAN ID	 	ORIG PRINCIPAL	 	RATE	 	DATE	 	COMMENT	 	LPIC Cert
	2008-809	 	 	[*]	 	 	 	[*]	 	 	 	05/23/2011	 	 	 
	 	 	4800022	 
	2008-810	 	 	[*]	 	 	 	[*]	 	 	 	11/10/2010	 	 	 
	 	 	4800007	 
	2008-811	 	 	[*]	 	 	 	[*]	 	 	 	07/02/2010	 	 	 
	 	 	4800019	 
	2008-813	 	 	[*]	 	 	 	[*]	 	 	 	04/26/2010	 	 	 
	 	 	4800065	 
	2008-816	 	 	[*]	 	 	 	[*]	 	 	 	08/24/2010	 	 	 
	 	 	4800121	 
	2008-821	 	 	[*]	 	 	 	[*]	 	 	 	09/16/2010	 	 	 
	 	 	4800016	 
	2008-823	 	 	[*]	 	 	 	[*]	 	 	 	06/03/2011	 	 	 
	 	 	4800063	 
	2008-824	 	 	[*]	 	 	 	[*]	 	 	 	06/28/2010	 	 	 
	 	 	4800044	 
	2008-825	 	 	[*]	 	 	 	[*]	 	 	 	07/13/2010	 	 	 
	 	 	4800043	 
	2008-828	 	 	[*]	 	 	 	[*]	 	 	 	07/30/2010	 	 	 
	 	 	4800084	 
	2008-829	 	 	[*]	 	 	 	[*]	 	 	 	06/25/2010	 	 	 
	 	 	4800247	 
	2008-831	 	 	[*]	 	 	 	[*]	 	 	 	08/03/2010	 	 	 
	 	 	4800130	 
	2008-833	 	 	[*]	 	 	 	[*]	 	 	 	07/28/2010	 	 	 
	 	 	4800011	 
	2008-834	 	 	[*]	 	 	 	[*]	 	 	 	08/06/2010	 	 	 
	 	 	4800025	 
	2008-835	 	 	[*]	 	 	 	[*]	 	 	 	11/27/2010	 	 	 
	 	 	4800064	 
	2008-836	 	 	[*]	 	 	 	[*]	 	 	 	08/23/2010	 	 	 
	 	 	4800216	 
	2008-837	 	 	[*]	 	 	 	[*]	 	 	 	08/20/2010	 	 	 
	 	 	4800047	 
	2008-838	 	 	[*]	 	 	 	[*]	 	 	 	08/05/2010	 	 	 
	 	 	4800072	 
	2008-840	 	 	[*]	 	 	 	[*]	 	 	 	08/09/2010	 	 	 
	 	 	4800009	 
	2008-847	 	 	[*]	 	 	 	[*]	 	 	 	08/12/2010	 	 	 
	 	 	4800133	 
	2008-849	 	 	[*]	 	 	 	[*]	 	 	 	09/28/2010	 	 	 
	 	 	4800059	 
	2008-851	 	 	[*]	 	 	 	[*]	 	 	 	08/13/2010	 	 	 
	 	 	4800081	 
	2008-853	 	 	[*]	 	 	 	[*]	 	 	 	07/27/2010	 	 	 
	 	 	4800207	 
	2008-854	 	 	[*]	 	 	 	[*]	 	 	 	08/19/2010	 	 	 
	 	 	4800115	 
	2008-855	 	 	[*]	 	 	 	[*]	 	 	 	10/23/2010	 	 	 
	 	 	4800089	 
	2008-857	 	 	[*]	 	 	 	[*]	 	 	 	08/25/2010	 	 	 
	 	 	4800108	 
	2008-859	 	 	[*]	 	 	 	[*]	 	 	 	09/01/2010	 	 	 
	 	 	4800066	 
	2008-860	 	 	[*]	 	 	 	[*]	 	 	 	08/06/2010	 	 	 
	 	 	4800127	 
	2008-861	 	 	[*]	 	 	 	[*]	 	 	 	09/15/2010	 	 	 
	 	 	4800173	 
	2008-862	 	 	[*]	 	 	 	[*]	 	 	 	08/26/2010	 	 	 
	 	 	4800123	 
	2008-864	 	 	[*]	 	 	 	[*]	 	 	 	08/26/2010	 	 	 
	 	 	4800134	 
	2008-865	 	 	[*]	 	 	 	[*]	 	 	 	06/23/2013	 	 	Alternate Loan ID 2008-856
	 	 	4800062	 
	2008-865-A	 	 	[*]	 	 	 	[*]	 	 	 	10/08/2010	 	 	Alternate Loan ID 2008-865
	 	 	4800302	 
	2008-869	 	 	[*]	 	 	 	[*]	 	 	 	07/13/2010	 	 	 
	 	 	4800170	 
	2008-872	 	 	[*]	 	 	 	[*]	 	 	 	09/08/2010	 	 	 
	 	 	4800172	 
	2008-873	 	 	[*]	 	 	 	[*]	 	 	 	08/27/2010	 	 	 
	 	 	4800221	 
	2008-877	 	 	[*]	 	 	 	[*]	 	 	 	01/02/2011	 	 	 
	 	 	4800198	 
	2008-878	 	 	[*]	 	 	 	[*]	 	 	 	09/01/2010	 	 	 
	 	 	4800116	 
	2008-879	 	 	[*]	 	 	 	[*]	 	 	 	08/03/2010	 	 	 
	 	 	4800110	 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	MATURITY	 	 	 	 
	LOAN ID	 	ORIG PRINCIPAL	 	RATE	 	DATE	 	COMMENT	 	LPIC Cert
	2008-880	 	 	[*]	 	 	 	[*]	 	 	 	09/25/2010	 	 	 
	 	 	4800093	 
	2008-881	 	 	[*]	 	 	 	[*]	 	 	 	01/20/2011	 	 	 
	 	 	4800095	 
	2008-885	 	 	[*]	 	 	 	[*]	 	 	 	09/15/2010	 	 	 
	 	 	4800145	 
	2008-886	 	 	[*]	 	 	 	[*]	 	 	 	09/30/2010	 	 	 
	 	 	4800067	 
	2008-891	 	 	[*]	 	 	 	[*]	 	 	 	08/19/2012	 	 	 
	 	 	4800213	 
	2008-892	 	 	[*]	 	 	 	[*]	 	 	 	09/09/2010	 	 	 
	 	 	4800079	 
	2008-893	 	 	[*]	 	 	 	[*]	 	 	 	09/28/2010	 	 	 
	 	 	4800174	 
	2008-896	 	 	[*]	 	 	 	[*]	 	 	 	09/30/2010	 	 	 
	 	 	4800111	 
	2008-897	 	 	[*]	 	 	 	[*]	 	 	 	11/03/2010	 	 	 
	 	 	4800364	 
	2008-899	 	 	[*]	 	 	 	[*]	 	 	 	08/05/2011	 	 	 
	 	 	4800177	 
	2008-901	 	 	[*]	 	 	 	[*]	 	 	 	10/08/2010	 	 	 
	 	 	4800164	 
	2008-902	 	 	[*]	 	 	 	[*]	 	 	 	10/11/2010	 	 	 
	 	 	4800090	 
	2008-903	 	 	[*]	 	 	 	[*]	 	 	 	08/19/2010	 	 	 
	 	 	4800179	 
	2008-904	 	 	[*]	 	 	 	[*]	 	 	 	08/03/2010	 	 	 
	 	 	4800099	 
	2008-905	 	 	[*]	 	 	 	[*]	 	 	 	09/17/2010	 	 	 
	 	 	4800210	 
	2008-906	 	 	[*]	 	 	 	[*]	 	 	 	01/18/2011	 	 	 
	 	 	4800053	 
	2008-907	 	 	[*]	 	 	 	[*]	 	 	 	08/10/2010	 	 	 
	 	 	4800120	 
	2008-908	 	 	[*]	 	 	 	[*]	 	 	 	09/02/2010	 	 	 
	 	 	4800048	 
	2008-910	 	 	[*]	 	 	 	[*]	 	 	 	09/14/2009	 	 	 
	 	 	4800360	 
	2008-911	 	 	[*]	 	 	 	[*]	 	 	 	09/24/2010	 	 	 
	 	 	4800122	 
	2008-912	 	 	[*]	 	 	 	[*]	 	 	 	08/08/2010	 	 	 
	 	 	4800169	 
	2008-914	 	 	[*]	 	 	 	[*]	 	 	 	08/26/2010	 	 	 
	 	 	4800096	 
	2008-916	 	 	[*]	 	 	 	[*]	 	 	 	12/06/2010	 	 	 
	 	 	4800077	 
	2008-917	 	 	[*]	 	 	 	[*]	 	 	 	10/15/2010	 	 	 
	 	 	4800208	 
	2008-920	 	 	[*]	 	 	 	[*]	 	 	 	12/18/2010	 	 	 
	 	 	4800068	 
	2008-926	 	 	[*]	 	 	 	[*]	 	 	 	10/05/2010	 	 	 
	 	 	4800100	 
	2008-927	 	 	[*]	 	 	 	[*]	 	 	 	09/23/2010	 	 	 
	 	 	4800205	 
	2008-932	 	 	[*]	 	 	 	[*]	 	 	 	10/16/2010	 	 	 
	 	 	4800088	 
	2008-933	 	 	[*]	 	 	 	[*]	 	 	 	08/30/2010	 	 	 
	 	 	4800209	 
	2008-937	 	 	[*]	 	 	 	[*]	 	 	 	07/20/2010	 	 	 
	 	 	4800245	 
	2008-938	 	 	[*]	 	 	 	[*]	 	 	 	11/18/2010	 	 	 
	 	 	4800094	 
	2008-939	 	 	[*]	 	 	 	[*]	 	 	 	10/26/2010	 	 	 
	 	 	4800154	 
	2008-940	 	 	[*]	 	 	 	[*]	 	 	 	09/09/2010	 	 	 
	 	 	4800224	 
	2008-941	 	 	[*]	 	 	 	[*]	 	 	 	08/09/2010	 	 	 
	 	 	4800105	 
	2008-942	 	 	[*]	 	 	 	[*]	 	 	 	10/04/2010	 	 	 
	 	 	4800109	 
	2008-945	 	 	[*]	 	 	 	[*]	 	 	 	09/30/2010	 	 	 
	 	 	4800075	 
	2008-947	 	 	[*]	 	 	 	[*]	 	 	 	11/11/2010	 	 	 
	 	 	4800098	 
	2008-948	 	 	[*]	 	 	 	[*]	 	 	 	08/05/2010	 	 	 
	 	 	4800144	 
	2008-951	 	 	[*]	 	 	 	[*]	 	 	 	09/07/2010	 	 	 
	 	 	4800069	 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	MATURITY	 	 	 	 
	LOAN ID	 	ORIG PRINCIPAL	 	RATE	 	DATE	 	COMMENT	 	LPIC Cert
	2008-952	 	 	[*]	 	 	 	[*]	 	 	 	10/15/2010	 	 	 
	 	 	4800248	 
	2008-953	 	 	[*]	 	 	 	[*]	 	 	 	08/02/2010	 	 	 
	 	 	4800341	 
	2008-954	 	 	[*]	 	 	 	[*]	 	 	 	05/27/2009	 	 	 
	 	 	4800058	 
	2008-955	 	 	[*]	 	 	 	[*]	 	 	 	08/23/2009	 	 	 
	 	 	4800083	 
	2008-956	 	 	[*]	 	 	 	[*]	 	 	 	05/19/2009	 	 	 
	 	 	4800054	 
	2008-958	 	 	[*]	 	 	 	[*]	 	 	 	06/04/2009	 	 	 
	 	 	4800162	 
	2008-959	 	 	[*]	 	 	 	[*]	 	 	 	06/01/2009	 	 	 
	 	 	4800056	 
	2008-964	 	 	[*]	 	 	 	[*]	 	 	 	06/15/2009	 	 	 
	 	 	4800070	 
	2008-966	 	 	[*]	 	 	 	[*]	 	 	 	06/22/2009	 	 	 
	 	 	4800117	 
	2008-968	 	 	[*]	 	 	 	[*]	 	 	 	06/20/2009	 	 	 
	 	 	4800055	 
	2008-971	 	 	[*]	 	 	 	[*]	 	 	 	10/15/2010	 	 	 
	 	 	4800171	 
	2008-972	 	 	[*]	 	 	 	[*]	 	 	 	06/12/2009	 	 	Alternate Loan ID 2008-972 (SLPO-2006-0169-01)
	 	 	4800073	 
	2008-974	 	 	[*]	 	 	 	[*]	 	 	 	06/18/2010	 	 	 
	 	 	4800082	 
	2008-975	 	 	[*]	 	 	 	[*]	 	 	 	10/26/2010	 	 	 
	 	 	4800178	 
	2008-976	 	 	[*]	 	 	 	[*]	 	 	 	07/03/2009	 	 	 
	 	 	4800080	 
	2008-978	 	 	[*]	 	 	 	[*]	 	 	 	10/07/2010	 	 	 
	 	 	4800060	 
	2008-981	 	 	[*]	 	 	 	[*]	 	 	 	07/05/2009	 	 	 
	 	 	4800129	 
	2008-982	 	 	[*]	 	 	 	[*]	 	 	 	05/14/2009	 	 	Alternate Loan ID 2008-982 (SLPO-2006-4520-01)
	 	 	4800057	 
	2008-983	 	 	[*]	 	 	 	[*]	 	 	 	09/10/2010	 	 	 
	 	 	4800266	 
	2008-986	 	 	[*]	 	 	 	[*]	 	 	 	09/09/2010	 	 	 
	 	 	4800085	 
	2008-987	 	 	[*]	 	 	 	[*]	 	 	 	10/19/2010	 	 	 
	 	 	4800222	 
	2008-990	 	 	[*]	 	 	 	[*]	 	 	 	11/05/2010	 	 	 
	 	 	4800136	 
	2008-992	 	 	[*]	 	 	 	[*]	 	 	 	02/14/2011	 	 	 
	 	 	4800215	 
	2008-993	 	 	[*]	 	 	 	[*]	 	 	 	10/29/2010	 	 	 
	 	 	4800228	 
	2008-994	 	 	[*]	 	 	 	[*]	 	 	 	10/05/2010	 	 	 
	 	 	4800140	 
	2008-995	 	 	[*]	 	 	 	[*]	 	 	 	12/22/2010	 	 	 
	 	 	4800211	 
	2008-997	 	 	[*]	 	 	 	[*]	 	 	 	11/18/2010	 	 	 
	 	 	4800135	 
	2008-998	 	 	[*]	 	 	 	[*]	 	 	 	11/15/2010	 	 	 
	 	 	4800086	 
	2008-999	 	 	[*]	 	 	 	[*]	 	 	 	10/11/2010	 	 	 
	 	 	4800219	 
	2009-100	 	 	[*]	 	 	 	[*]	 	 	 	05/03/2011	 	 	 
	 	 	4800339	 
	2009-101	 	 	[*]	 	 	 	[*]	 	 	 	04/23/2011	 	 	 
	 	 	4800396	 
	2009-103	 	 	[*]	 	 	 	[*]	 	 	 	12/29/2010	 	 	 
	 	 	4800363	 
	2009-104	 	 	[*]	 	 	 	[*]	 	 	 	02/09/2011	 	 	 
	 	 	4800382	 
	2009-106	 	 	[*]	 	 	 	[*]	 	 	 	02/12/2011	 	 	 
	 	 	4800366	 
	2009-109	 	 	[*]	 	 	 	[*]	 	 	 	06/22/2011	 	 	 
	 	 	4800351	 
	2009-110	 	 	[*]	 	 	 	[*]	 	 	 	05/23/2011	 	 	 
	 	 	4800380	 
	2009-113	 	 	[*]	 	 	 	[*]	 	 	 	03/02/2011	 	 	 
	 	 	4800359	 
	2009-115	 	 	[*]	 	 	 	[*]	 	 	 	02/26/2011	 	 	 
	 	 	4800357	 
	2009-117	 	 	[*]	 	 	 	[*]	 	 	 	03/06/2011	 	 	 
	 	 	4800385	 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	MATURITY	 	 	 	 
	LOAN ID	 	ORIG PRINCIPAL	 	RATE	 	DATE	 	COMMENT	 	LPIC Cert
	2009-118	 	 	[*]	 	 	 	[*]	 	 	 	08/18/2010	 	 	 
	 	 	4800350	 
	2009-120	 	 	[*]	 	 	 	[*]	 	 	 	02/09/2011	 	 	 
	 	 	4800408	 
	2009-122	 	 	[*]	 	 	 	[*]	 	 	 	02/24/2011	 	 	 
	 	 	4800343	 
	2009-123	 	 	[*]	 	 	 	[*]	 	 	 	03/08/2011	 	 	 
	 	 	4800374	 
	2009-125	 	 	[*]	 	 	 	[*]	 	 	 	02/16/2011	 	 	 
	 	 	4800399	 
	2009-126	 	 	[*]	 	 	 	[*]	 	 	 	02/17/2011	 	 	 
	 	 	4800387	 
	2009-128	 	 	[*]	 	 	 	[*]	 	 	 	02/09/2011	 	 	 
	 	 	4800379	 
	2009-129	 	 	[*]	 	 	 	[*]	 	 	 	02/28/2011	 	 	 
	 	 	4800389	 
	2009-131	 	 	[*]	 	 	 	[*]	 	 	 	02/26/2011	 	 	 
	 	 	4800398	 
	2009-132	 	 	[*]	 	 	 	[*]	 	 	 	03/14/2011	 	 	 
	 	 	4800412	 
	2009-134	 	 	[*]	 	 	 	[*]	 	 	 	02/22/2011	 	 	 
	 	 	4800402	 
	2009-135	 	 	[*]	 	 	 	[*]	 	 	 	02/11/2011	 	 	 
	 	 	4800384	 
	2009-138	 	 	[*]	 	 	 	[*]	 	 	 	02/28/2011	 	 	 
	 	 	4800383	 
	2009-140	 	 	[*]	 	 	 	[*]	 	 	 	03/14/2011	 	 	 
	 	 	4800407	 
	2009-146	 	 	[*]	 	 	 	[*]	 	 	 	03/09/2011	 	 	 
	 	 	4800381	 
	2009-158	 	 	[*]	 	 	 	[*]	 	 	 	05/23/2011	 	 	 
	 	 	4800400	 
	2009-160	 	 	[*]	 	 	 	[*]	 	 	 	03/23/2011	 	 	 
	 	 	4800401	 
	2009-166	 	 	[*]	 	 	 	[*]	 	 	 	04/23/2011	 	 	 
	 	 	4800413	 
	2009-172	 	 	[*]	 	 	 	[*]	 	 	 	03/28/2011	 	 	 
	 	 	4800403	 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




 












 





Schedule 6.01(e)




Capitalization



100% of the issued and outstanding Equity Interests are owned by

Imperial Premium Finance, LLC



 









 





Schedule 6.01(r)




Insurance



	 	 	 	 	 	 	 	 	 	 	 
	Insurance	 	 	 	 	 	 	 	 
	Company	 	Type	 	Policy Period	 	Limit of Liability	 	Policy #
	American Intl.
Specialty Lines
Ins. Co.

	 	Professional

Liability E&O
	 	12/19/09 - 12/18/10
	 	 	10,000,000.00	 	 	996-65-19






 









 






Schedule 6.01(t)




Bank Accounts



	 	 	 	 	 

	Bank

	 	
	Account Number

	 	
	Account Name

	 	Imperial PFC Financing, LLC

	Type of Account

	 	Collection

	Bank

	 	
	Account Number

	 	
	Account Name

	 	Imperial PFC Financing, LLC

	Type of Account

	 	Collection









 




			
	 	 	 




 









 










Schedule 6.01(u)




Intellectual Property



None



 









 





Schedule 6.01(v)




Material Contracts



Transaction Documents




	1.	 	Master Participation Agreement
	 
	2.	 	Each Insurance Premium Loan Sale and Assignment Agreement
	 
	3.	 	Any Servicing Agreement
	 
	4.	 	Any Escrow Agreement
	 
	5.	 	The Trust Agreements
	 
	6.	 	Such other instruments, certificates, agreements, reports and documents executed and
delivered under and or in connection with the Insurance Premium Loans (including each
applicable Loan Documentation Package)




as any of the foregoing may be amended, amended and restated, supplemented or otherwise modified
from time to time in accordance with the Omnibus Claims Settlement Agreement




Settlement Documents





	7.	 	Amended and Restated Limited Liability Company Agreement of Imperial PFC Financing, LLC,
dated as of September 8, 2010, by and between Imperial Premium Finance, LLC and Donald J.
Puglisi.
	 
	8.	 	Payoff Letter, dated as of September 8, 2010, by and between Ableco Finance LLC and Imperial
PFC Financing, LLC.
	 
	9.	 	Omnibus Claims Settlement Agreement, dated as of September 8, 2010, by and between Imperial
PFC Financing, LLC and Lexington Insurance Company.
	 
	10.	 	Pledge and Security Agreement, dated as of September 8, 2010, by Imperial PFC Financing, LLC
in favor of Lexington Insurance Company.
	 
	11.	 	Amendment Letter, dated as of September 8, 2010, by and between Imperial Premium Finance, LLC
and Imperial PFC Financing, LLC, relating to the Master Participation Agreement.
	 
	12.	 	Amendment Letter, dated as of September 8, 2010, by and between Imperial Premium Finance, LLC
and Imperial PFC Financing, LLC, relating to the Insurance Premium Loan Sale and Assignment
Agreements.




 









 






	13.	 	Amended and Restated Servicing Agreement, dated as of September 8, 2010, by and among
Portfolio Financial Servicing Company, Imperial PFC Financing, LLC and Lexington Insurance
Company.
	 
	14.	 	Acknowledgement Letter, dated as of September 8, 2010, by and among Wells Fargo Bank,
National Association, Imperial Premium Finance, LLC and Imperial PFC Financing, LLC, relating
to the Backup Servicing Agreement.
	 
	15.	 	Acknowledgment Letter, dated as of September 8, 2010, by and between SunTrust Bank and
Imperial PFC Financing, LLC, relating to the Restricted (Blocked) Account Agreement.
	 
	16.	 	Release and Reimbursement Letter Agreement, dated as of September 8, 2010, by and among
Imperial Premium Finance, LLC, Imperial PFC Financing, LLC and Lexington Insurance Company.
	 
	17.	 	UCC-1 Financing Statements.
	 
	18.	 	UCC-3 Termination Statements.
	 
	19.	 	Collateral Agency Agreement, dated as of September 8, 2010, by and among Imperial PFC
Financing, LLC, Imperial Premium Finance, LLC, Lexington Insurance Company and Portfolio
Financial Servicing Company.
	 
	20.	 	Deposit Account Control Agreement, dated as of September 8, 2010, by and among Imperial PFC
Financing, LLC, Wells Fargo Bank, N.A. and Lexington Insurance Company.




 









 











Schedule 6.01(aa)




Name; Jurisdiction of Organization; Organizational ID Number; Chief Place of

Business; Chief Executive Office; FEIN



	 	 	 
	Name

	 	Imperial PFC Financing, LLC
	Jurisdiction of Organization

	 	Illinois
	Organizational Identification Number

	 	IL 0255957-9
	Chief Place of Business

	 	701 Park of Commerce Blvd., Suite 301

Boca Raton, FL 33487
	Chief Executive Office

	 	500 N. Michigan Ave., Suite 300

Chicago, IL 60611
	FEIN

	 	          






 









 






Schedule 6.01(bb)




Collateral Locations



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



 









 





Schedule 6.01(xx)




Organizational Chart



See attached



 









 










 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.





Schedule 6.01(aaa)




Insurance Premium Loans



See attached




 











 





Schedule 6.01(aaa) to Omnibus Agreement




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Imp ID	 	Loan	 	Status	 	Part	 	Rate	 	Mat
	4800033
	 	166	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39898	 
	4800057
	 	119	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39947	 
	4800054
	 	70	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39952	 
	4800058
	 	137	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39960	 
	4800056
	 	105	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39965	 
	4800162
	 	113	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39968	 
	4800104
	 	92 & 93	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39972	 
	4800073
	 	122	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39976	 
	4800325
	 	13779	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39977	 
	4800070
	 	11246	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39979	 
	4800055
	 	108	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39984	 
	4800117
	 	152	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39986	 
	4800132
	 	11253	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39995	 
	4800080
	 	11346	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39997	 
	4800114
	 	11237	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	39997	 
	4800129
	 	173	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39999	 
	4800113
	 	143	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	39999	 
	4800092
	 	11343	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40002	 
	4800091
	 	96	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40005	 
	4800128
	 	177	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40006	 
	4800119
	 	10329	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40008	 
	4800197
	 	141	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40009	 
	4800191
	 	471	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40014	 
	4800126
	 	138	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40016	 
	4800124
	 	12261	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40020	 
	4800306
	 	69	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40027	 
	4800078
	 	4756	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40036	 
	4800344
	 	55	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40040	 
	4800201
	 	11264	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40041	 
	4800083
	 	98	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40048	 
	4800101
	 	91	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40051	 
	4800368
	 	13208	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40052	 
	4800354
	 	12824	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40062	 
	4800333
	 	12913	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40065	 
	4800041
	 	4538	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40083	 
	4800348
	 	1066	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40083	 
	4800291
	 	12915	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40088	 
	4800061
	 	4473	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40094	 
	4800393
	 	12874	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40102	 
	4800331
	 	12875	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40103	 
	4800370
	 	13142	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40105	 
	4800395
	 	13150 & 13151	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40116	 
	4800298
	 	13624	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40123	 
	4800074
	 	5728	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40137	 
	4800251
	 	13671	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40137	 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Imp ID	 	Loan	 	Status	 	Part	 	Rate	 	Mat
	4800371
	 	12917	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40144	 
	4800046
	 	3460	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40148	 
	4800287
	 	13623	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40155	 
	4800369
	 	13128	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40162	 
	4800326
	 	13780	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40163	 
	4800199
	 	12918	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40166	 
	4800255
	 	13641	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40169	 
	4800235
	 	13385	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40169	 
	4800311
	 	11788	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40171	 
	4800312
	 	12951	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40171	 
	4800345
	 	11786 & 12952	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40171	 
	4800261
	 	12923	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40173	 
	4800410
	 	13734	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40175	 
	4800394
	 	14147	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40192	 
	4800258
	 	12873	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40194	 
	4800233
	 	12926	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40194	 
	4800232
	 	12927	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40199	 
	4800231
	 	12871	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40206	 
	4800234
	 	12826	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40210	 
	4800391
	 	13158	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40215	 
	4800392
	 	13159	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40215	 
	4800328
	 	13146	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40221	 
	4800264
	 	13140	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40222	 
	4800194
	 	12924	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40223	 
	4800192
	 	12925	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40230	 
	4800045
	 	7320	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40234	 
	4800347
	 	3022	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40236	 
	4800189
	 	13180	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40237	 
	4800273
	 	13661	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40237	 
	4800037
	 	3951	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40243	 
	4800353
	 	14093	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40244	 
	4800289
	 	13729	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40254	 
	4800181
	 	12706	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40254	 
	4800141
	 	11324	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40254	 
	4800230
	 	12922	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40255	 
	4800097
	 	2428	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40265	 
	4800027
	 	3948	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40269	 
	4800237
	 	13420	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40274	 
	4800029
	 	6363	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40281	 
	4800030
	 	6414	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40281	 
	4800296
	 	13739	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40281	 
	4800268
	 	13662	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40282	 
	4800271
	 	13642	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40287	 
	4800411
	 	13894	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40289	 
	4800254
	 	13653	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40289	 
	4800024
	 	3011	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40290	 
	4800156
	 	12689	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40290	 
	4800338
	 	13959	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40290	 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Imp ID	 	Loan	 	Status	 	Part	 	Rate	 	Mat
	4800372
	 	13960	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40294	 
	4800336
	 	13737	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40294	 
	4800065
	 	4988	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40294	 
	4800301
	 	13183	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40296	 
	4800294
	 	13646	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40296	 
	4800260
	 	13645	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40303	 
	4800158
	 	12684	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40303	 
	4800327
	 	13738	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40303	 
	4800337
	 	13742	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40304	 
	4800373
	 	13131	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40309	 
	4800151
	 	12690	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40310	 
	4800303
	 	2260	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40310	 
	4800355
	 	13733	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40312	 
	4800252
	 	13657	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40317	 
	4800267
	 	13649	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40318	 
	4800304
	 	13781	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40318	 
	4800020
	 	4662	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40322	 
	4800051
	 	2291	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40322	 
	4800152
	 	12688	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40322	 
	4800203
	 	13058	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40323	 
	4800076
	 	5093	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40326	 
	4800010
	 	3738	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40326	 
	4800146
	 	12694	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40326	 
	4800243
	 	12548	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40326	 
	4800008
	 	3138	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40326	 
	4800038
	 	2336	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40330	 
	4800157
	 	12683	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40331	 
	4800246
	 	3126	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40332	 
	4800118
	 	4830	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40337	 
	4800293
	 	13730	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40338	 
	4800006
	 	1908	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40338	 
	4800150
	 	12685	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40338	 
	4800200
	 	13182	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40340	 
	4800257
	 	12931	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40340	 
	4800125
	 	12288	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40340	 
	4800183
	 	12681	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40343	 
	4800262
	 	13655	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40345	 
	4800082
	 	5631	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40347	 
	4800275
	 	13644	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40350	 
	4800034
	 	5011	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40351	 
	4800102
	 	5293	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40352	 
	4800330
	 	13745	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40353	 
	4800247
	 	3170	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40354	 
	4800187
	 	13018	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40354	 
	4800044
	 	4110	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40357	 
	4800018
	 	6149	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40360	 
	4800250
	 	5371	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40360	 
	4800049
	 	6036	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40360	 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Imp ID	 	Loan	 	Status	 	Part	 	Rate	 	Mat
	4800334
	 	13945	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40360	 
	4800019
	 	5666	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40361	 
	4800023
	 	4226	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40361	 
	4800017
	 	4247	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40361	 
	4800012
	 	6400	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40364	 
	4800300
	 	13184	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40364	 
	4800014
	 	5025	 	 	[*]	 	 	Closed	 	Participation	 	 	[*]	 	 	 	40365	 
	4800021
	 	6046	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40366	 
	4800026
	 	6237	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40366	 
	4800015
	 	4225	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40366	 
	4800161
	 	12707	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40367	 
	4800032
	 	6228	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40368	 
	4800390
	 	12827	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40370	 
	4800356
	 	13209	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40370	 
	4800149
	 	12704	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40371	 
	4800274
	 	13654	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40371	 
	4800043
	 	6734	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40372	 
	4800170
	 	3234	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40372	 
	4800202
	 	13017	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40373	 
	4800216
	 	6762	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40373	 
	4800028
	 	5329	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40374	 
	4800042
	 	6406	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40375	 
	4800168
	 	12705	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40375	 
	4800166
	 	12682	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40378	 
	4800153
	 	12686	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40379	 
	4800245
	 	1934	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40379	 
	4800159
	 	12698	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40380	 
	4800143
	 	5648	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40380	 
	4800155
	 	12697	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40380	 
	4800147
	 	12695	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40382	 
	4800148
	 	12696	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40382	 
	4800195
	 	13020	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40382	 
	4800207
	 	4492	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40386	 
	4800035
	 	1295	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40387	 
	4800229
	 	12920	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40387	 
	4800011
	 	6447	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40387	 
	4800040
	 	4396	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40387	 
	4800367
	 	11563	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40388	 
	4800084
	 	2852	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40389	 
	4800341
	 	10769	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40392	 
	4800110
	 	7571	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40393	 
	4800099
	 	8383	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40393	 
	4800144
	 	8986	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40395	 
	4800072
	 	7179	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40395	 
	4800127
	 	8129	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40396	 
	4800025
	 	6372	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40396	 
	4800169
	 	9642	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40398	 
	4800105
	 	7399	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40399	 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Imp ID	 	Loan	 	Status	 	Part	 	Rate	 	Mat
	4800009
	 	6638	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40399	 
	4800120
	 	7115	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40400	 
	4800133
	 	4196	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40402	 
	4800350
	 	12265	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40408	 
	4800179
	 	8592	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40409	 
	4800115
	 	3543	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40409	 
	4800047
	 	4881	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40410	 
	4800089
	 	4061	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40413	 
	4800121
	 	6761	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40414	 
	4800108
	 	6439	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40415	 
	4800123
	 	8380	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40416	 
	4800134
	 	6312	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40416	 
	4800096
	 	4068	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40416	 
	4800221
	 	9044	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40417	 
	4800071
	 	5533	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40417	 
	4800224
	 	5927	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40417	 
	4800137
	 	11457	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40418	 
	4800176
	 	12687	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40419	 
	4800209
	 	7666	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40420	 
	4800066
	 	8527	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40422	 
	4800048
	 	8990	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40423	 
	4800329
	 	13731	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40426	 
	4800069
	 	6484	 	 	[*]	 	 	Closed	 	Sale	 	 	[*]	 	 	 	40428	 
	4800172
	 	2400	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40429	 
	4800290
	 	12888	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40430	 
	4800085
	 	8098	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40430	 
	4800266
	 	8223	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40431	 
	4800360
	 	4549	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40435	 
	4800145
	 	8442	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40436	 
	4800173
	 	7946	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40436	 
	4800405
	 	11274	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40436	 
	4800016
	 	5281	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40437	 
	4800242
	 	11735	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40438	 
	4800116
	 	8722	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40438	 
	4800210
	 	7806	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40438	 
	4800265
	 	13658	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40439	 
	4800241
	 	11497	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40441	 
	4800138
	 	5754	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40442	 
	4800139
	 	5755	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40442	 
	4800205
	 	9549	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40444	 
	4800206
	 	3959	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40444	 
	4800122
	 	9763	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40445	 
	4800093
	 	8263	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40446	 
	4800031
	 	5121	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40448	 
	4800174
	 	3900	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40449	 
	4800130
	 	7050	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40449	 
	4800059
	 	7756	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40449	 
	4800111
	 	7412	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40451	 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Imp ID	 	Loan	 	Status	 	Part	 	Rate	 	Mat
	4800075
	 	4279	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40451	 
	4800067
	 	9758	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40451	 
	4800238
	 	12882	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40452	 
	4800364
	 	3859	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40452	 
	4800272
	 	13659	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40453	 
	4800182
	 	12692	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40453	 
	4800109
	 	5705	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40455	 
	4800103
	 	5685 & 8818	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40455	 
	4800140
	 	10624	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40456	 
	4800100
	 	1427	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40456	 
	4800060
	 	6937	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40458	 
	4800079
	 	4525	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40459	 
	4800164
	 	10313	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40459	 
	4800302
	 	4461	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40459	 
	4800376
	 	13585	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40459	 
	4800219
	 	9795	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40462	 
	4800090
	 	10430	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40462	 
	4800186
	 	13059	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40462	 
	4800225
	 	6027	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40463	 
	4800314
	 	7319	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40464	 
	4800248
	 	9506	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40466	 
	4800171
	 	5725	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40466	 
	4800208
	 	9064	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40466	 
	4800052
	 	4719	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40467	 
	4800088
	 	3321	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40471	 
	4800288
	 	12778	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40471	 
	4800193
	 	12828	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40472	 
	4800081
	 	4056	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40472	 
	4800332
	 	13958	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40474	 
	4800259
	 	13643	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40474	 
	4800165
	 	5507	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40475	 
	4800154
	 	8194	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40477	 
	4800388
	 	13807	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40477	 
	4800178
	 	10668	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40477	 
	4800212
	 	11731	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40478	 
	4800222
	 	10563	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40479	 
	4800375
	 	1428	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40484	 
	4800322
	 	12775	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40484	 
	4800005
	 	5503	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40487	 
	4800136
	 	6035	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40487	 
	4800277
	 	13660	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40488	 
	4800039
	 	2744	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40489	 
	4800297
	 	13651	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40489	 
	4800299
	 	13647	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40489	 
	4800253
	 	9683	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40491	 
	4800007
	 	6273	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40492	 
	4800098
	 	7363	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40493	 
	4800004
	 	6268	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40494	 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Imp ID	 	Loan	 	Status	 	Part	 	Rate	 	Mat
	4800270
	 	13656	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40496	 
	4800086
	 	10739	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40497	 
	4800269
	 	13650	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40497	 
	4800094
	 	10700	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40500	 
	4800135
	 	6912	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40500	 
	4800321
	 	12099	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40500	 
	4800240
	 	11111	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40501	 
	4800316
	 	12912	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40502	 
	4800281
	 	11655	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40505	 
	4800064
	 	6207	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40509	 
	4800280
	 	11719	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40510	 
	4800106
	 	11437 & 11440	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40511	 
	4800295
	 	13778	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40514	 
	4800228
	 	9198	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40515	 
	4800184
	 	6351	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40518	 
	4800077
	 	3006	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40518	 
	4800175
	 	5474	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40522	 
	4800204
	 	10941	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40522	 
	4800068
	 	7592	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40530	 
	4800211
	 	10704	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40534	 
	4800062
	 	3684	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40535	 
	4800196
	 	11258	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40539	 
	4800239
	 	4109	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40539	 
	4800223
	 	8522	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40540	 
	4800363
	 	4783	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40541	 
	4800317
	 	12735	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40542	 
	4800198
	 	8863	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40545	 
	4800218
	 	11239	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40548	 
	4800406
	 	12221	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40548	 
	4800220
	 	6875	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40549	 
	4800263
	 	13398	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40549	 
	4800285
	 	11453	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40550	 
	4800305
	 	2420	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40550	 
	4800377
	 	12675	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40550	 
	4800217
	 	2269	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40554	 
	4800397
	 	13603	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40556	 
	4800282
	 	12486	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40557	 
	4800315
	 	7688	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40560	 
	4800053
	 	5901	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40561	 
	4800320
	 	10987	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40562	 
	4800226
	 	11681	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40562	 
	4800095
	 	11603	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40563	 
	4800256
	 	8114	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40563	 
	4800249
	 	12792	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40563	 
	4800286
	 	12038	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40564	 
	4800276
	 	12862	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40567	 
	4800278
	 	13230	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40567	 
	4800283
	 	12588	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40568	 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Imp ID	 	Loan	 	Status	 	Part	 	Rate	 	Mat
	4800244
	 	10864 & 11718	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40569	 
	4800310
	 	13988	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40569	 
	4800227
	 	12774	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40569	 
	4800279
	 	12901	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40569	 
	4800236
	 	13002	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40570	 
	4800284
	 	12506	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40576	 
	4800362
	 	4459	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40577	 
	4800346
	 	8834	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40578	 
	4800292
	 	12950	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40578	 
	4800318
	 	13022	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40578	 
	4800408
	 	11644	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40583	 
	4800382
	 	10745	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40583	 
	4800379
	 	13515	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40583	 
	4800323
	 	12793	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40584	 
	4800319
	 	12167	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40585	 
	4800384
	 	12358	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40585	 
	4800349
	 	5362	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40585	 
	4800366
	 	13751	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40586	 
	4800215
	 	5540	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40588	 
	4800399
	 	12713	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40590	 
	4800309
	 	7605	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40591	 
	4800396
	 	13836	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40591	 
	4800387
	 	13541	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40591	 
	4800365
	 	13459	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40593	 
	4800340
	 	11782	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40593	 
	4800386
	 	14319	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40593	 
	4800308
	 	13652	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40593	 
	4800342
	 	13687	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40593	 
	4800402
	 	11086	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40596	 
	4800343
	 	13989	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40598	 
	4800214
	 	2019	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40598	 
	4800398
	 	14090	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40600	 
	4800307
	 	4803	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40600	 
	4800357
	 	9237	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40600	 
	4800389
	 	14027	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40602	 
	4800383
	 	10972	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40602	 
	4800359
	 	13930	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40604	 
	4800409
	 	12359	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40605	 
	4800335
	 	13942	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40605	 
	4800385
	 	12163	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40608	 
	4800374
	 	13612	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40610	 
	4800381
	 	13072	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40611	 
	4800412
	 	10985	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40616	 
	4800407
	 	10611	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40616	 
	4800413
	 	13629	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40624	 
	4800401
	 	9419	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40625	 
	4800403
	 	14240	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40630	 
	4800352
	 	13975	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40633	 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Imp ID	 	Loan	 	Status	 	Part	 	Rate	 	Mat
	4800013
	 	5131	 	 	[*]	 	 	Open	 	Participation	 	 	[*]	 	 	 	40649	 
	4800339
	 	12368	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40666	 
	4800378
	 	7550	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40673	 
	4800324
	 	8687	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40682	 
	4800380
	 	13976	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40686	 
	4800022
	 	6271	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40686	 
	4800400
	 	9693	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40686	 
	4800063
	 	6944	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40697	 
	4800351
	 	5887	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40716	 
	4800163
	 	10464	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40734	 
	4800213
	 	10103	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40743	 
	4800177
	 	11608	 	 	[*]	 	 	Open	 	Sale	 	 	[*]	 	 	 	40760	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.





 









 






Schedule 8.01




Cash Management Bank and Collection Account



	 	 	 

	Bank
	 	
	Account Number
	 	                    
	Account Name
	 	Imperial PFC Financing, LLC
	Type of Account
	 	Collection
	Bank
	 	
	Account Number
	 	                    
	Account Name
	 	Imperial PFC Financing, LLC
	Type of Account
	 	Collection








 




			
		 	






 












 





EXHIBIT A




Form of Security Agreement



[see attached]



 









 





Execution copy




PLEDGE AND SECURITY AGREEMENT




     PLEDGE AND SECURITY AGREEMENT, dated as of September 8, 2010 (as amended, restated,
supplemented, modified or otherwise changed from time to time, including any replacement agreement
therefor, being hereinafter referred to as the “Agreement”), made by Imperial PFC Financing, LLC,
an Illinois limited liability company (the “Grantor”), in favor of Lexington Insurance Company, a
Delaware property and casualty insurance company (the “Secured Party”).



WITNESSETH:




     WHEREAS, the Grantor, the lenders from time to time party thereto (each, a “Lender” and
collectively, the “Lenders”) and Ableco Finance LLC, as collateral agent and administrative agent
for the Lenders (“Ableco”), entered into a Financing Agreement, dated as of August 7, 2008 (as
amended, restated, supplemented, modified or otherwise changed from time to time, including any
replacement agreement therefor, being hereinafter referred to as the “Financing Agreement”), under
which the Lenders agreed to extend credit to the Grantor on the terms specified therein;



     WHEREAS, the Grantor and the Secured Party are parties to an Omnibus Claims Settlement
Agreement, dated as of September 8, 2010 (as amended, restated, supplemented, modified or otherwise
changed from time to time, including any replacement agreement therefor, being hereinafter referred
to as the “Settlement Agreement”);



     WHEREAS, pursuant to the Settlement Agreement, the Secured Party has agreed to pay, at the
direction and for the benefit of the Grantor, the “Settlement Amount” (as defined in the Settlement
Agreement) to Ableco in full satisfaction of all amounts owed by the Grantor to Ableco under the
Financing Agreement and all other “Loan Documents” (as defined in the Financing Agreement);



     WHEREAS, pursuant to the Settlement Agreement, the Grantor has agreed to reimburse the Secured
Party for the payment of such Settlement Amount plus accrued interest thereon, all on the terms set
forth in the Settlement Agreement;



     WHEREAS, it is a condition precedent to the Secured Party paying the Settlement Amount to
Ableco pursuant to the Settlement Agreement that the Grantor shall have executed and delivered to
the Secured Party a pledge to the Secured Party and a grant to the Secured Party of (a) a security
interest in and Lien on the outstanding shares of “Equity Interests” (as defined in the Settlement
Agreement”) and indebtedness from time to time owned by the Grantor of each Person now or hereafter
existing and in which the Grantor has any interest at any time, and (b) a security interest in all
other personal property and fixtures of the Grantor; and



     WHEREAS, the Grantor has determined that the execution, delivery and performance of this
Agreement directly benefit, and are in the best interest of, the Grantor.



     NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to
induce the Secured Party to pay the Settlement Amount to Ableco pursuant to the Settlement
Agreement, the Grantor agrees with the Secured Party, as follows:



     SECTION 1. Definitions.



          (a) Reference is hereby made to the Settlement Agreement for a statement of the terms thereof.
All capitalized terms used in this Agreement and the recitals hereto which are defined in the
Settlement Agreement or in Article 8 or 9 of the Uniform Commercial Code as in effect from time to





 









 







time in the State of New York (the “Code”) 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 provided herein or as the Secured Party may otherwise determine.




          (b) The following terms shall have the respective meanings provided for in the Code:
“Accounts”, “Cash Proceeds”, “Chattel Paper”, “Commercial Tort Claim”, “Commodity Account”,
“Commodity Contracts”, “Deposit Account”, “Documents”, “Electronic Chattel Paper”, “Equipment”,
“Fixtures”, “General Intangibles”, “Goods”, “Instruments”, “Inventory”, “Investment Property”,
“Letter-of-Credit Rights”, “Noncash Proceeds”, “Payment Intangibles”, “Proceeds”, “Promissory
Notes”, “Record”, “Security Account”, “Software” and “Supporting Obligations”.




          (c) As used in this Agreement, the following terms shall have the respective meanings
indicated below, such meanings to be applicable equally to both the singular and plural forms of
such terms:




          “Additional Collateral” has the meaning specified therefor in Section 4(a)(i) hereof.




          “Certificated Entities” has the meaning specified therefor in Section 5(m) hereof.




          “Existing Issuer” has the meaning specified therefor in the definition of the term
“Pledged Shares”.




          “Intellectual Property” means all U.S. and non-U.S. (i) published and unpublished
works of authorship (including, without limitation, computer software), copyrights therein and
thereto, and registrations and applications therefor, and all renewals, extensions, restorations
and reversions thereof, including, without limitation, all copyright registrations and applications
listed in Schedule II hereto (collectively, “Copyrights”); (ii) inventions, discoveries,
ideas and all patents, registrations, and applications therefor, including, without limitation,
divisions, continuations, continuations-in-part and renewal applications, and all renewals,
extensions and reissues, including, without limitation, all patents and patent applications listed
in Schedule II hereto (collectively, “Patents”); (iii) trademarks, service marks, brand
names, certification marks, collective marks, d/b/a’s, Internet domain names, logos, symbols, trade
dress, assumed names, fictitious names, trade names, and other indicia of origin, all applications
and registrations for all of the foregoing, and all goodwill associated therewith and symbolized
thereby, and all extensions, modifications and renewals of the same, including, without limitation,
all trademark registrations and applications listed in Schedule II hereto (collectively,
“Trademarks”); (iv) confidential and proprietary information, trade secrets and know-how,
including, without limitation, processes, schematics, databases, formulae, drawings, prototypes,
models, designs and customer lists; and (v) all other intellectual property or proprietary rights
and claims or causes of action arising out of or related to any infringement, misappropriation or
other violation of any of the foregoing, including, without limitation, rights to recover for past,
present and future violations thereof (collectively, “Other Proprietary Rights”).




          “Pledged Debt” means the indebtedness described in Schedule VII hereto and all
indebtedness from time to time owned or acquired by the Grantor, the promissory notes and other
Instruments evidencing any or all of such indebtedness, and all interest, cash, Instruments,
Investment Property, financial assets, securities, Equity Interests, other equity interests, stock
options and commodity contracts, notes, debentures, bonds, promissory notes or other evidences of
indebtedness and all other property from time to time received, receivable or otherwise
distributed in respect of or in exchange for any or all of such indebtedness.







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          “Pledged Interests” means, collectively, (a) the Pledged Debt, (b) the Pledged Shares
and (c) all security entitlements in any and all of the foregoing.




          “Pledged Issuer” has the meaning specified therefor in the definition of the term
“Pledged Shares”.




          “Pledged Shares” means (a) the shares of Equity Interests described in Schedule VIII
hereto, whether or not evidenced or represented by any stock certificate, certificated security or
other Instrument, issued by the Persons described in such Schedule VIII (the “Existing
Issuers”), (b) the shares of Equity Interests at any time and from time to time acquired by the
Grantor of any and all Persons now or hereafter existing (such Persons, together with the Existing
Issuers, being hereinafter referred to collectively as the “Pledged Issuers” and each
individually as a “Pledged Issuer”), whether or not evidenced or represented by any stock
certificate, certificated security or other Instrument, and (c) the certificates representing such
shares of Equity Interests, all options and other rights, contractual or otherwise, in respect
thereof and all dividends, distributions, cash, Instruments, Investment Property, financial assets,
securities, Equity Interests, other equity interests, stock options and commodity contracts, notes,
debentures, bonds, promissory notes or other evidences of indebtedness and all other property
(including, without limitation, 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 such Equity Interests.




          “Secured Obligations” has the meaning specified therefor in Section 3 hereof.




     SECTION 2. Grant of Security Interest. As collateral security for the payment,
performance and observance of all of the Secured Obligations, the Grantor hereby pledges and
assigns to the Secured Party (and its agents and designees), and grants to the Secured Party (and
its agents and designees) a continuing security interest in, all personal property and Fixtures of
the Grantor, wherever located and whether now or hereafter existing and whether now owned or
hereafter acquired, of every kind and description, tangible or intangible, including, without
limitation, the following (all being collectively referred to herein as the “Collateral”):



          (a) all Accounts;




          (b) all Chattel Paper (whether tangible or electronic);




          (c) the Commercial Tort Claims specified on Schedule VI hereto;




          (d) all Deposit Accounts, all cash, and all other property from time to me deposited therein
or otherwise credited thereto and the monies and property in the possession or under the control of
the Grantor or any affiliate, representative, agent or correspondent of the Grantor;




          (e) all Documents;




          (f) all General Intangibles (including, without limitation, all Payment Intangibles and
Intellectual Property);




          (g) all Goods, including, without limitation, all Equipment, Fixtures and Inventory;




          (h) all Instruments (including, without limitation, Promissory Notes);




          (i) all Investment Property;







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          (j) all Letter-of-Credit Rights;




          (k) all Pledged Interests;




          (l) all Supporting Obligations;




          (m) all Insurance Premium Loans;




          (n) all other tangible and intangible personal property of the Grantor (whether or not subject
to the Code), including, without limitation, all bank and other accounts and all cash and all
investments therein, all proceeds, products, offspring, accessions, rents, profits, income,
benefits, substitutions and replacements of and to any of the property of the Grantor described in
the preceding clauses of this Section 2 hereof (including, without limitation, any proceeds of
insurance thereon and all causes of action, claims and warranties now or hereafter held by the
Grantor in respect of any of the items listed above), and all books, correspondence, files and
other Records, including, without limitation, all tapes, disks, cards, Software, data and computer
programs in the possession or under the control of the Grantor or any other Person from time to
time acting for the Grantor that at any time evidence or contain information relating to any of the
property described in the preceding clauses of this Section 2 hereof or are otherwise necessary or
helpful in the collection or realization thereof; and




          (o) all Proceeds, including all Cash Proceeds and Noncash Proceeds, and products of any and
all of the foregoing Collateral;



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



Notwithstanding anything herein to the contrary, the term “Collateral” shall not include, and the
Grantor is not pledging, nor granting a security interest hereunder in, any of the Grantor’s right,
title or interest in any license, contract or agreement to which the Grantor is a party as of the
date hereof or any of its right, title or interest thereunder to the extent, but only to the
extent, that such a grant would, under the express terms of such license, contract or agreement on
the date hereof result in a breach of the terms of, or constitute a default under, such license,
contract or agreement (other than to the extent that any such term (i) has been waived or (ii)
would be rendered ineffective pursuant to Sections 9-406, 9-408, 9-409 of the Code or other
applicable provisions of the Uniform Commercial Code of any relevant jurisdiction or any other
applicable law (including the Bankruptcy Code) or principles of equity); provided, that (x)
immediately upon the ineffectiveness, lapse, termination or waiver of any such provision, the
Collateral shall include, and the Grantor shall be deemed to have granted a security interest in,
all such right, title and interest as if such provision had never been in effect and (y) the
foregoing exclusion shall in no way be construed so as to limit, impair or otherwise affect the
Secured Party’s unconditional continuing security interest in and liens upon any rights or
interests of the Grantor in or to the proceeds of, or any monies due or to become due under, any
such license, contract or agreement.




     SECTION 3. Security for Secured Obligations. The security interest created hereby in
the Collateral constitutes continuing collateral security for all of the following obligations,
whether now existing or hereafter incurred (the “Secured Obligations”):



          (a) the prompt payment by the Grantor, as and when due and payable (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise), of all amounts from time to time
owing by it in respect of the Settlement Agreement and/or the other Settlement Documents,
including, without limitation, (i) all Obligations and (ii) all interest, fees, commissions,
charges, expense reimbursements, indemnifications and all other amounts due or to become due under
any Settlement






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Document (including, without limitation, all interest, fees, commissions, charges, expense
reimbursements, indemnifications and other amounts that accrue after the commencement of any
Insolvency Proceeding of any Credit Party, whether or not the payment of such interest, fees,
commissions, charges, expense reimbursements, indemnifications and other amounts are unenforceable
or are not allowable, in whole or in part, due to the existence of such Insolvency Proceeding); and




          (b) the due performance and observance by the Grantor of all of its other obligations from
time to time existing in respect of the Settlement Documents.




     SECTION 4. Delivery of the Pledged Interests.



          (a) (i) All promissory notes currently evidencing the Pledged Debt and all certificates
currently representing the Pledged Shares shall be delivered to the Secured Party on or prior to
the execution and delivery of this Agreement. All other promissory notes, certificates and
Instruments constituting Pledged Interests from time to time required to be pledged to the Secured
Party pursuant to the terms of this Agreement or the Settlement Agreement (the “Additional
Collateral”) shall be delivered to the Secured Party promptly upon, but in any event within
five (5) days of, receipt thereof by or on behalf of the Grantor. All such promissory notes,
certificates and Instruments shall be held by or on behalf of the Secured Party 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 Secured Party. If any Pledged Interests consists
of uncertificated securities, unless the immediately following sentence is applicable thereto, the
Grantor shall cause the Secured Party (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 Secured Party with respect to such securities without further
consent by the Grantor. If any Pledged Interests consists of security entitlements, the Grantor
shall transfer such security entitlements to the Secured Party (or its custodian, nominee or other
designee), or cause the applicable securities intermediary to agree that it will comply with
entitlement orders by the Secured Party without further consent by the Grantor.




               (ii) Within five (5) days of the receipt by the Grantor of any Additional Collateral, a Pledge
Amendment, duly executed by the Grantor, in substantially the form of Exhibit A hereto (a
“Pledge Amendment”), shall be delivered to the Secured Party, in respect of the Additional
Collateral that must be pledged pursuant to this Agreement and the Settlement Agreement. The Pledge
Amendment shall from and after delivery thereof constitute part of Schedules VII and VIII hereto.
The Grantor hereby authorizes the Secured Party to attach each Pledge Amendment to this Agreement
and agrees that all promissory notes, certificates or Instruments listed on any Pledge Amendment
delivered to the Secured Party shall for all purposes hereunder constitute Pledged Interests and
the Grantor shall be deemed upon delivery thereof to have made the representations and warranties
set forth in Section 5 hereof with respect to such Additional Collateral.



          (b) If the Grantor shall receive, by virtue of the Grantor’s being or having been an owner of
any Pledged Interests, 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), promissory note or other Instrument, (ii) option or right, whether
as an addition to, substitution for, or in exchange for, any Pledged Interests, or otherwise, (iii)
dividends payable in cash (except such dividends permitted to be retained by the Grantor pursuant
to Section 7 hereof) or in securities or other property or (iv) dividends, distributions, cash,
Instruments, Investment Property and other property 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 Grantor shall receive such stock certificate, promissory note,






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Instrument, option, right, payment or distribution in trust for the benefit of the Secured
Party, shall segregate it from the Grantor’s other property and shall deliver it forthwith to the
Secured Party, in the exact form received, with any necessary endorsement and/or appropriate stock
powers duly executed in blank, to be held by the Secured Party as Pledged Interests and as further
collateral security for the Secured Obligations.




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



          (a) Schedule I hereto sets forth (i) the exact legal name of the Grantor, (ii) the state or
jurisdiction of organization of the Grantor, (iii) the type of organization of the Grantor and (iv)
the organizational identification number of the Grantor or states that no such organizational
identification number exists.




          (b) This Agreement is, and each other Settlement Document to which the Grantor is or will be a
party, when executed and delivered, will be, a legal, valid and binding obligation of the Grantor,
enforceable against the Grantor in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and principles
of equity.




          (c) There is no pending or, to the knowledge of the Grantor, threatened action, suit,
proceeding or claim before any court or other Governmental Authority or any arbitrator, or any
order, judgment or award by any court or other Governmental Authority or any arbitrator, that, if
adversely determined, may adversely affect the grant by the Grantor, or the perfection, of the
security interest purported to be created hereby in the Collateral, or the exercise by the Secured
Party of any of its rights or remedies hereunder.




          (d) All Collateral now existing is, and all Collateral hereafter existing will be, located at
the addresses specified therefor in Schedule III hereto. The Grantor’s chief place of business and
chief executive office, the place where the Grantor keeps its Records concerning Accounts,
Insurance Premium Loans and all originals of all Chattel Paper are located at the addresses
specified therefor in Schedule III hereto (as amended, supplemented or otherwise modified from time
to time in accordance with the terms hereof). None of the Accounts is evidenced by Promissory Notes
or other Instruments. Set forth in Schedule IV hereto is a complete and accurate list, as of the
date of this Agreement, of each Deposit Account, Securities Account and Commodities Account of the
Grantor, together with the name and address of each institution at which each such Account is
maintained, the account number for each such Account and a description of the purpose of each such
Account. Set forth in Schedule II hereto is (i) a complete and correct list of each trade name used
by the Grantor and (ii) the name of, and each trade name used by, each Person from which the
Grantor has acquired any substantial part of the Collateral within five (5) years of the date
hereof.




          (e) (i) The Grantor owns and controls, or otherwise possesses adequate rights to use, all
Intellectual Property necessary to conduct its business in substantially the same manner as
conducted as of the date hereof. Schedule II hereto sets forth a true and complete list of all
issued, registered, renewed, applied-for or otherwise material Intellectual Property owned or used
by the Grantor as of the date hereof. All such Intellectual Property is valid, subsisting and
enforceable, and none of such Intellectual Property has been abandoned in whole or in part and is
not subject to any outstanding order, judgment or decree restricting its use in any material
respect or adversely affecting the Grantor’s rights thereto in any material respect. Except as set
forth in Schedule II hereto, no such Intellectual Property is the subject of any licensing or
franchising agreement.







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               (ii) The Grantor is not violating and the Grantor has not received a written notice that it
has violated any Intellectual Property rights. There are no suits, actions, reissues,
reexaminations, public protests, interferences, arbitrations, mediations, oppositions,
cancellations, Internet domain name dispute resolutions or other proceedings (collectively,
“Suits”) pending, decided, or, to the Grantor’s knowledge, threatened or asserted,
concerning any claim or position that the Grantor or any of its indemnitees have violated any
Intellectual Property rights. There are no Suits or claims pending, decided, threatened or asserted
concerning the Intellectual Property owned or controlled by the Grantor, and, to the Grantor’s
knowledge, no valid basis for any such Suits or claims exists.



          (f) The Existing Issuers set forth in Schedule VIII identified as a Subsidiary of the Grantor
are the Grantor’s only Subsidiaries existing on the date hereof. 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. Except as noted in Schedule VIII hereto, the Pledged Shares constitute 100% of the
issued shares of Equity Interests of the Pledged Issuers as of the date hereof. All other shares of
Equity Interests constituting Pledged Interests will be duly authorized and validly issued, fully
paid and nonassessable.




          (g) The promissory notes currently evidencing the Pledged Debt have been, and all other
promissory notes from time to time evidencing Pledged Debt, when executed and delivered, will have
been, duly authorized, executed and delivered by the respective makers thereof, and all such
promissory notes are or will be, as the case may be, legal, valid and binding obligations of such
makers, enforceable against such makers in accordance with their respective terms, except as may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws and
principles of equity.




          (h) The Grantor is and will be at all times the sole and exclusive owners of, or otherwise
have and will have adequate rights in, the Collateral free and clear of any Lien except for the
Permitted Liens. No effective financing statement or other instrument similar in effect covering
all or any part of the Collateral is on file in any recording or filing office except such as may
have been filed to perfect or protect any Permitted Lien.




          (i) The exercise by the Secured Party of any of its rights and remedies hereunder will not
contravene any Requirement of Law or any contractual restriction binding on or otherwise affecting
the Grantor or any of its properties and will not result in, or require the creation of, any Lien
upon or with respect to any of its properties.




          (j) No authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority or other regulatory body, or any other Person, is required for (i) the due
execution, delivery and performance by the Grantor of this Agreement, (ii) the grant by the Grantor
of the security interest purported to be created hereby in the Collateral or (iii) the exercise by
the Secured Party of any of its rights and remedies hereunder, except, in the case of this clause
(iii), as may be required in connection with any sale of any Pledged Interests by laws affecting
the offering and sale of securities generally. No authorization or approval or other action by, and
no notice to or filing with, any Governmental Authority or any other Person, is required for the
perfection of the security interest purported to be created hereby in the Collateral, except (A)
for the filing under the Uniform Commercial Code as in effect in the applicable jurisdiction of the
financing statements described in Schedule V hereto, all of which financing statements have been
duly filed and are in full force and effect, (B) with respect to any action that may be necessary
to obtain control of Collateral constituting Deposit Accounts, Electronic Chattel Paper, Investment
Property or Letter-of-Credit Rights, the taking of such actions, and (C) the Secured Party’s having
possession of all Documents, Chattel Paper, Instruments and cash constituting






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Collateral (subclauses (A), (B) and (C), each a “Perfection Requirement” and collectively, the
“Perfection Requirements”).




          (k) This Agreement creates a legal, valid and enforceable security interest in favor of the
Secured Party in the Collateral, as security for the Secured Obligations. The Perfection
Requirements result in the perfection of such security interests. Such security interests are, or
in the case of Collateral in which the Grantor obtains rights after the date hereof, will be,
perfected, first priority security interests, subject in priority only to the Permitted Liens that,
pursuant to the definition of the term “Permitted Liens”, are not prohibited from being prior to
the Liens in favor of the Secured Party. Such Perfection Requirements and all other action
necessary or desirable to perfect and protect such security interest have been duly made or taken,
except for (i) the Secured Party’s having possession of all Instruments, Documents, Chattel Paper
and cash constituting Collateral after the date hereof, (ii) the Secured Party’s having control of
all Deposit Accounts, Electronic Chattel Paper, Investment Property or Letter-of-Credit Rights
constituting Collateral after the date hereof, and (iii) the other filings and recordations and
actions described in Section 5(j) hereof.




          (l) As of the date hereof, the Grantor does not hold any Commercial Tort Claims or is not
aware of any such pending claims, except for such claims described in Schedule VI.




          (m) The Grantor has irrevocably opted into Article 8 of the Uniform Commercial Code
(collectively, the “Certificated Entities”). Such interests are securities for purposes of
Article 8 of any relevant Uniform Commercial Code.




     SECTION 6. Covenants as to the Collateral. So long as any of the Secured Obligations
(whether or not due) shall remain unpaid, unless the Secured Party shall otherwise consent in
writing:



          (a) Further Assurances. The Grantor will, at its 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 reasonably desirable or that the Secured Party may request in order
(i) to perfect and protect, or maintain the perfection of, the security interest and Lien purported
to be created hereby; (ii) to enable the Secured Party to exercise and enforce its rights and
remedies hereunder in respect of the Collateral; or (iii) otherwise to effect the purposes of this
Agreement, including, without limitation: (A) marking conspicuously all Chattel Paper and
Instruments and, at the request of the Secured Party, all of its Records pertaining to the
Collateral with a legend, in form and substance reasonably satisfactory to the Secured Party,
indicating that such Chattel Paper, Instrument or Collateral is subject to the security interest
created hereby, (B) if any Account shall be evidenced by a Promissory Note or other Instrument or
Chattel Paper, delivering and pledging to the Secured Party such Promissory Note, other Instrument
or Chattel Paper, duly endorsed and accompanied by executed instruments of transfer or assignment,
all in form and substance satisfactory to the Secured Party, (C) executing and filing (to the
extent, if any, that the Grantor’s signature is required thereon) or authenticating the filing of,
such financing or continuation statements, or amendments thereto, (D) with respect to Intellectual
Property hereafter existing and not covered by an appropriate security interest grant, executing
and recording in the United States Patent and Trademark Office or the United States Copyright
Office, as applicable, appropriate instruments granting a security interest, as may be necessary or
desirable or that the Secured Party may request in order to perfect and preserve the security
interest purported to be created hereby, (E) delivering to the Secured Party irrevocable proxies in
respect of the Pledged Interests, (F) furnishing to the Secured Party from time to time statements
and schedules further identifying and describing the Collateral and such other reports in
connection with the Collateral as the Secured Party may reasonably request, all in reasonable
detail, (G) if any Collateral shall be in the possession of a third party, notifying such Person of
the Secured Party’s security interest created hereby and obtaining a written agreement, in form and
substance reasonably satisfactory to the Secured Party, providing access to such Collateral in
order to remove such






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Collateral from such premises during an Event of Default and acknowledging that such Person
holds possession of the Collateral for the benefit of the Secured Party, (H) if at any time after
the date hereof, the Grantor acquires or holds any Commercial Tort Claim, immediately notifying the
Secured Party in a writing signed by the Grantor setting forth a brief description of such
Commercial Tort Claim and granting to the Secured Party a security interest therein and in the
proceeds thereof, which writing shall incorporate the provisions hereof and shall be in form and
substance reasonably satisfactory to the Secured Party, and (I) taking all actions required by law
in any relevant Uniform Commercial Code jurisdiction, or by other law as applicable in any foreign
jurisdiction. The Grantor shall not take or fail to take any action which would in any manner
impair the validity or enforceability of the Secured Party’s security interest in and Lien on any
Collateral.




          (b) Taxes, Etc. The Grantor agrees to pay promptly when due all property and other
taxes, assessments and governmental charges or levies imposed upon, and all claims (including
claims for labor, materials and supplies) against, the Collateral, except to the extent otherwise
provided in the Settlement Agreement.




          (c) Insurance. The Grantor will, at its own expense, maintain insurance with respect
to the Collateral in accordance with the terms of the Settlement Agreement. The Grantor will, if so
requested by the Secured Party, deliver to the Secured Party original or duplicate insurance
policies and, as often as the Secured Party may reasonably request, a report of a reputable
insurance broker with respect to such insurance. The Grantor will also, at the request of the
Secured Party, execute and deliver instruments of assignment of such insurance policies and cause
the respective insurers to acknowledge notice of such assignment.




          (d) Provisions Concerning the Insurance Premium Loans. The Grantor will, except as
otherwise provided in this subsection (d), continue to collect, at its own expense, all amounts due
or to become due under the Insurance Premium Loans. In connection with such collections, the
Grantor may (and, at the Secured Party’s direction, will) take such action as the Grantor (or, if
applicable, the Secured Party) may reasonably deem necessary or advisable to enforce collection or
performance of the Insurance Premium Loans; provided, however, that the Secured
Party shall have the right at any time, upon the occurrence and during the continuance of an Event
of Default, to notify the Premium Finance Borrower or obligors under any Insurance Premium Loans of
the assignment of such Insurance Premium Loans to the Secured Party and to direct such Premium
Finance Borrower or obligors to make payment of all amounts due or to become due to the Grantor
thereunder directly to the Secured Party or its designated agent and, upon such notification and at
the expense of the Grantor and to the extent permitted by law, to enforce collection of any such
Insurance Premium Loans and to adjust, settle or compromise the amount or payment thereof, in the
same trimmer and to the same extent as the Grantor might have done. After receipt by the Grantor of
a notice from the Secured Party that the Secured Party has notified, intends to notify, or has
enforced or intends to enforce the Grantor’s rights against the Premium Finance Borrower or
obligors under any Insurance Premium Loans as referred to in the proviso to the immediately
preceding sentence, (A) all amounts and proceeds (including Instruments) received by the Grantor in
respect of the Insurance Premium Loans shall be received in trust for the benefit of the Secured
Party hereunder, shall be segregated from other funds of the Grantor and shall be forthwith paid
over to the Secured Party or its designated agent in the same form as so received (with any
necessary endorsement) to be held as cash collateral and either (x) credited to the Collection
Account so long as no Event of Default shall have occurred and be continuing or (y) if any Event of
Default shall have occurred and be continuing, applied as specified in Section 9(d) hereof, and (B)
the Grantor will not adjust, settle or compromise the amount or payment of any Insurance Premium
Loan or release wholly or partly any Premium Finance Borrower or obligor thereof or allow any
credit or discount thereon. The Secured Party may (in its sole and absolute discretion) direct any
or all of the banks and financial institutions with which the Grantor either maintains a Deposit
Account or a lockbox or deposits the proceeds of any Insurance Premium Loan to send






9









 







immediately to the Secured Party or its designated agent by wire transfer (to such account as
the Secured Party shall specify, or in such other manner as the Secured Party shall direct) all or
a portion of such securities, cash, investments and other items held by such institution. Any such
securities, cash, investments and other items so received by the Secured Party or its designated
agent shall (in the sole and absolute discretion of the Secured Party) be held as additional
Collateral for the Secured Obligations or distributed in accordance with Section 9 hereof.




          (e) Provisions Concerning the Pledged Interests. The Grantor will:




               (i) at the Grantor’s expense, promptly deliver to the Secured Party a copy of each notice or
other communication received by it in respect of the Pledged Interests;



               (ii) at the Grantor’s expense, defend the Secured Party’s right, title and security interest
in and to the Pledged Interests against the claims of any Person;



               (iii) not make or consent to any amendment or other modification or waiver with respect to any
Pledged Interests or enter into any agreement or permit to exist any restriction with respect to
any Pledged Interests other than pursuant to the Settlement Documents; and



               (iv) not permit the issuance of (A) any additional shares of any class of Equity Interests of
any Pledged Issuer, (B) 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 (C) any warrants, options, contracts or other
commitments entitling any Person to purchase or otherwise acquire any such shares of Equity
Interests.



          (f) Transfers and Other Liens.




               (i) Except to the extent expressly permitted by Section 7.02(c) of the Settlement Agreement,
the Grantor will not sell, assign (by operation of law or otherwise), lease, license, exchange or
otherwise transfer or dispose of any of the Collateral.



               (ii) Except to the extent expressly permitted by Section 7.02(a) of the Settlement Agreement,
the Grantor will not create, suffer to exist or grant any Lien upon or with respect to any
Collateral.



          (g) Intellectual Property.




               (i) The Grantor (either itself or through its licensees or its sublicensees) will, for each
Trademark used in the conduct of the Grantor’s business, (i) maintain such Trademark in full force
free from any claim of abandonment or invalidity for non-use, (ii) maintain the quality of products
and services offered under such Trademark, (iii) display such Trademark with notice of U.S. or
non-U.S. registration to the extent necessary to establish and preserve its rights under applicable
law, and (iv) not knowingly use or knowingly permit the use of such Trademark in violation of any
third party rights.



               (ii) The Grantor shall notify the Secured Party promptly if it knows or has reason to know
that any Intellectual Property material to the conduct of its business may become abandoned, lost
or dedicated to the public, or of any final materially adverse determination (including the
institution of, or any such determination in, any proceeding in the United States Patent and
Trademark Office, United States Copyright Office or any court or similar office of any country)
regarding the Grantor’s ownership of any Intellectual Property, its right to register the same, or
its right to keep and maintain the same.



10









 





               (iii) In the event that the Grantor (A) files an application or registration for any
Intellectual Property with the United States Patent and Trademark Office, United States Copyright
Office or any office or agency in any political subdivision of the United States or in any other
country or any political subdivision thereof, either itself or through any agent, employee,
licensee or designee or (B) obtains rights to or develops any new Intellectual Property or any
reissue, division, continuation, renewal, extension or continuation-in-part of any existing
Intellectual Property, whether pursuant to any license or otherwise, the provisions of Section 2
hereof shall automatically apply thereto, and the Grantor shall give to the Secured Party prompt
notice thereof, and, upon request of the Secured Party, execute and deliver any and all agreements,
instruments, documents and papers as the Secured Party may reasonably request to evidence the
Secured Party’s security interest in such Intellectual Property, and Grantor hereby appoints the
Secured Party as its attorney-in-fact to execute and file such writings for the foregoing purposes,
all acts of such attorney being hereby ratified and confirmed; such power, being coupled with an
interest, is irrevocable.



               (iv) The Grantor will take all necessary steps that are consistent with the practice in any
proceeding before the United States Patent and Trademark Office, United States Copyright Office or
any office or agency in any political subdivision of the United States or in any other country or
any political subdivision thereof, to maintain and pursue each application relating to the
Intellectual Property of the Grantor (and to obtain the relevant grant or registration) and to
maintain each issued Patent and each registration of the Trademarks and Copyrights that is used in
the conduct of the Grantor’s business as conducted or proposed to be conducted, including timely
filings of applications for renewal, affidavits of use, affidavits of incontestability and payment
of maintenance fees, and, if consistent with good business judgment, to initiate opposition,
interference and cancellation proceedings against third parties.



               (v) In the event that the Grantor has reason to believe that any Collateral consisting of
Intellectual Property used in the conduct of the Grantor’s business has been infringed,
misappropriated or diluted by a third party, the Grantor shall, if consistent with good business
judgment, promptly sue for infringement, misappropriation or dilution and to recover any and all
damages for such infringement, misappropriation or dilution, and take such other actions as are
appropriate under the circumstances to protect such Collateral and promptly shall notify the
Secured Party of the initiation of such suit.



               (vi) Upon and during the continuance of an Event of Default, (A) the Grantor shall not abandon
or otherwise permit any Intellectual Property to become invalid and (B) the Grantor shall use
commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of
each license that constitutes Collateral owned by the Grantor to effect the assignment of all the
Grantor’s right, title and interest thereunder to the Secured Party or its designee.



               (vii) The Grantor shall execute, authenticate and deliver any and all assignments, agreements,
instruments, documents and papers as the Secured Party may reasonably request to evidence the
Secured Party’s security interest hereunder in such Intellectual Property and the General
Intangibles of the Grantor relating thereto or represented thereby, and the Grantor hereby appoints
the Secured Party as its attorney-in-fact to execute and file such writings for the foregoing
purposes, all acts of such attorney being hereby ratified and confirmed; such power, being coupled
with an interest, is irrevocable.



          (h) Deposit, Commodities and Securities Accounts. On or prior to the date hereof, the
Grantor shall cause each bank and other financial institution with an account referred to in
Schedule IV hereto to execute and deliver to the Secured Party (or its designee) a control
agreement, in form and substance satisfactory to the Secured Party, duly executed by the Grantor
and such bank or financial






11









 







institution, or enter into other arrangements in form and substance satisfactory to the
Secured Party, pursuant to which such institution shall irrevocably agree, among other things, that
(i) it will comply at any time with the instructions originated by the Secured Party (or its
designee) to such bank or financial institution directing the disposition of cash, Commodity
Contracts, securities, Investment Property and other items from time to time credited to such
account, without further consent of the Grantor, (ii) all cash, Commodity Contracts, securities,
Investment Property and other items of the Grantor deposited with such institution shall be subject
to a perfected, first priority security interest in favor of the Secured Party (or its designee),
(iii) any right of set off, banker’s Lien or other similar Lien, security interest or encumbrance
shall be fully waived as against the Secured Party (or its designee) and (iv) upon receipt of
written notice from the Secured Party during the continuance of an Event of Default, such bank or
financial institution shall immediately send to the Secured Party (or its designee) by wire
transfer (to such account as the Secured Party (or its designee) shall specify, or in such other
manner as the Secured Party shall direct) all such cash, the value of any Commodity Contracts,
securities, Investment Property and other items held by it. Without the prior written consent of
the Secured Party, the Grantor shall not make or maintain any Deposit Account, Commodity Account or
Securities Account except for the accounts set forth in Schedule IV hereto.




          (i) Control. The Grantor hereby agrees to take any or all action that may be necessary
or desirable or that the Secured Party may request in order for the Secured Party to obtain control
in accordance with Sections 9-104, 9-105, 9-106, and 9-107 of the Code with respect to the
following Collateral: (i) Deposit Accounts, (ii) Electronic Chattel Paper and (iii) Investment
Property. The Grantor hereby acknowledges and agrees that any agent or designee of the Secured
Party shall be deemed to be a “secured party” with respect to the Collateral under the control of
such agent or designee for all purposes.




          (j) Records; Inspection and Reporting.




               (i) The Grantor shall keep reasonably adequate records concerning the Accounts, Insurance
Premium Loans, Chattel Paper and Pledged Interests. The Grantor shall permit the Secured Party or
any representatives or agents of the Secured Party or such professionals or other Persons as the
Secured Party may designate (A) to examine and make copies of and abstracts from the Grantor’s
books and records during normal business hours, and, unless an Event of Default has occurred and is
continuing, upon reasonable prior notice, (B) to visit and inspect its properties during normal
business hours, and, unless an Event of Default has occurred and is continuing, upon reasonable
prior notice, (C) to verify materials, leases, notes, Accounts, Insurance Premium Loans and other
assets of the Grantor from time to time, (D) to conduct audits, physical counts, appraisals and/or
valuations or examinations at the locations of the Grantor and (E) to discuss the Grantor’s
affairs, finances and accounts with any of its directors, officers, managerial employees,
independent accountants or any of its other representatives, in each case, as provided in the
Settlement Agreement.



               (ii) Except as otherwise expressly permitted by Section 7.02(k)(iii) of the Settlement
Agreement, the Grantor shall not, without the prior written consent of the Secured Party, change
(A) its name, identity or organizational structure, (B) its jurisdiction of incorporation or
organization as set forth in Schedule I hereto or (C) its chief executive office as set forth in
Schedule III hereto. The Grantor shall immediately notify the Secured Party upon obtaining an
organizational identification number, if on the date hereof the Grantor did not have such
identification number.



          (k) Partnership and Limited Liability Company Interest. Each interest in any limited
liability company or partnership controlled by the Grantor and pledged hereunder shall 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.







12









 








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



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




               (i) the Grantor may exercise any and all voting and other consensual rights pertaining to any
Pledged Interests for any purpose not inconsistent with the terms of this Agreement, the Settlement
Agreement or the other Settlement Documents; provided, however, that (A) the
Grantor will give the Secured Party at least five (5) Business Days written notice of the trimmer
in which it intends to exercise, or the reasons for refraining from exercising, any such right that
could reasonably be expected to adversely affect in any material respect the value, liquidity or
marketability of any Collateral or the creation, perfection and priority of the Secured Party’s
Lien; and (B) the Grantor will not exercise or refrain from exercising any such right, as the case
may be, if the Secured Party gives the Grantor written notice that, in the Secured Party’s
reasonable business judgment, such action (or inaction) could reasonably be expected to adversely
affect in any material respect the value, liquidity or marketability of any Collateral or the
creation, perfection and priority of the Secured Party’s Lien; and



               (ii) the Grantor may receive and retain any and all dividends,
interest or other distributions paid in respect of the Pledged Interests to the extent
permitted by the Settlement 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 Interests, (B) dividends and other distributions paid or payable in cash in respect of any
Pledged Interests 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 Interests, together with
any dividend, interest or other distribution or payment which at the time of such payment was not
permitted by the Settlement Agreement, shall be, and shall forthwith be delivered to the Secured
Party to hold as Pledged Interests and shall, if received by the Grantor, be received in trust for
the benefit of the Secured Party, shall be segregated from the other property or funds of the
Grantor, and shall be forthwith delivered to the Secured Party in the exact form received with any
necessary endorsement and/or appropriate stock powers duly executed in blank, to be held by the
Secured Party as Pledged Interests and as further collateral security for the Secured Obligations;
and



               (iii) the Secured Party will execute and deliver (or cause to be executed and delivered) to
the Grantor all such proxies and other instruments as the Grantor may reasonably request for the
purpose of enabling the Grantor 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.



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




               (i) all rights of the Gran or to exercise the voting and other consensual 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 that 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 Secured Party, which shall thereupon have the sole right to exercise
such voting and other consensual rights and to receive and hold as Pledged Interests such
dividends, distributions and interest payments;



               (ii) the Secured Party is authorized to notify each debtor with respect to the Pledged Debt to
make payment directly to the Secured Party (or its designee) and may collect any and all moneys due
or to become due to the Grantor in respect of the Pledged Debt, and the Grantor hereby



13









 




authorizes each such debtor to make such payment directly to the Secured Party (or its
designee) without any duty of inquiry;




               (iii) without limiting the generality of the foregoing, the Secured Party 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 Interests as if it were the absolute owner thereof,
including, without limitation, the right to exchange, in its discretion, any and all of the Pledged
Interests upon the merger, consolidation, reorganization, recapitalization or other adjustment of
any Pledged Issuer, or upon the exercise by any Pledged Issuer of any right, privilege or option
pertaining to any Pledged Interests, and, in connection therewith, to deposit and deliver any and
all of the Pledged Interests with any committee, depository, transfer agent, registrar or other
designated agent upon such terms and conditions as it may reasonably determine; and



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



     SECTION 8. Additional Provisions Concerning the Collateral.



          (a) To the maximum extent permitted by applicable law, and for the purpose of taking any
action that the Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement, the Grantor hereby (i) authorizes the Secured Party to execute any such agreements,
instruments or other documents in the Grantor’s name and to file such agreements, instruments or
other documents in the Grantor’s name and in any appropriate filing office, (ii) authorizes the
Secured Party, at any time and from time to time, to file one or more financing or continuation
statements and amendments thereto, relating to the Collateral (including, without limitation, any
such financing statements that (A) describe the Collateral as “all assets” or “all personal
property” (or words of similar effect) or that describe or identify the Collateral by type or in
any other manner as the Secured Party may determine, regardless of whether any particular asset of
the Grantor falls within the scope of Article 9 of the Uniform Commercial Code or whether any
particular asset of the Grantor constitutes part of the Collateral, and (B) contain any other
information required by Part 5 of Article 9 of the Code for the sufficiency or filing office
acceptance of any financing statement, continuation statement or amendment, including, without
limitation, whether the Grantor is an organization, the type of organization and any organizational
identification number issued to the Grantor) and (iii) ratifies such authorization to the extent
that the Secured Party has filed any such financing statements, continuation statements, or
amendments thereto, prior to the date hereof. A photocopy or other reproduction of this Agreement
or any financing statement covering the Collateral or any part thereof shall be sufficient as a
financing statement where permitted by law.




          (b) The Grantor hereby irrevocably appoints the Secured Party as its attorney-in-fact and
proxy, with full authority in the place and stead of the Grantor and in the name of the Grantor or
otherwise, from time to time in the Secured Party’s discretion after the occurrence and during the
continuance of an Event of Default, to take any action and to execute any instrument that the
Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement (subject
to the rights of the Grantor under Section 6 hereof and Section 7(a) hereof), including, without
limitation, (i) to obtain and adjust insurance required to be paid to the Secured Party pursuant to
the Settlement Agreement, (ii) to ask, demand, collect, sue for, recover, compound, receive and
give acquaintance and receipts for moneys due and to become due under or in respect of any
Collateral, (iii) to receive, endorse,






14









 







and collect any drafts or other Instruments, Documents and Chattel Paper in connection with
clause (i) or (ii) above, (iv) to receive, indorse and collect all Instruments made payable to the
Grantor representing any dividend, interest payment or other distribution in respect of any Pledged
Interests and to give full discharge for the same, (v) to file any claims or take any action or
institute any proceedings which the Secured Party may deem necessary or desirable for the
collection of any Collateral or otherwise to enforce the rights of the Secured Party with respect
to any Collateral, (vi) to execute assignments, licenses and other documents to enforce the rights
of the Secured Party with respect to any Collateral, (vii) to pay or discharge taxes or Liens
levied or placed upon or threatened against the Collateral, the legality or validity thereof and
the amounts necessary to discharge the same to be determined by the Secured Party in its sole
discretion, and such payments made by the Secured Party to become Obligations of the Grantor to the
Secured Party, due and payable immediately without demand, and (viii) to sign and endorse any
invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments,
verifications and notices in connection with Accounts, Chattel Paper and other documents relating
to the Collateral. This power is coupled with an interest and is irrevocable until the date on
which all of the Secured Obligations have been indefeasibly paid in full in cash after the
termination of each of the Settlement Documents.




          (c) For the purpose of enabling the Secured Party to exercise rights and remedies hereunder,
at such time as the Secured Party shall be lawfully entitled to exercise such rights and remedies,
and for no other purpose, the Grantor hereby (i) grants to the Secured Party an irrevocable,
non-exclusive license (exercisable without payment of royalty or other compensation to the Grantor)
to use, assign, license or sublicense any Intellectual Property now or hereafter owned by the
Grantor, wherever the same may be located, including in such license reasonable access to all media
in which any of the licensed items may be recorded or stored and to all computer programs used for
the compilation or printout thereof; and (ii) assigns to the Secured Party, to the extent
assignable, all of its rights to any Intellectual Property now or hereafter licensed or used by the
Grantor. Notwithstanding anything contained herein to the contrary, but subject to the provisions
of the Settlement Agreement that limit the right of the Grantor to dispose of its property and
Section 6(g) hereof, so long as no Event of Default shall have occurred and be continuing, the
Grantor may exploit, use, enjoy, protect, license, sublicense, assign, sell, dispose of or take
other actions with respect to the Intellectual Property in the ordinary course of its business. In
furtherance of the foregoing, unless an Event of Default shall have occurred and be continuing, the
Secured Party shall from time to time, upon the request of the Grantor, execute and deliver any
instruments, certificates or other documents, in the form so requested, which the Grantor shall
have certified are appropriate (in the Grantor’s judgment) to allow it to take any action permitted
above (including relinquishment of the license provided pursuant to this subsection (c) as to any
Intellectual Property). Further, upon the date on which all of the Secured Obligations have been
indefeasibly paid in full in cash after the termination of each of the Settlement Documents, the
Secured Party (subject to Section 13(e) hereof) shall release and reassign to the Grantor all of
the Secured Party’s right, title and interest in and to the Intellectual Property, all without
recourse, representation or warranty whatsoever and at the Grantor’s sole expense. The exercise of
rights and remedies hereunder by the Secured Party shall not terminate the rights of the holders of
any licenses or sublicenses theretofore granted by the Grantor in accordance with the second
sentence of this subsection (c). The Grantor hereby releases the Secured Party from any claims,
causes of action and demands at any time arising out of or with respect to any actions taken or
omitted to be taken by the Secured Party under the powers of attorney granted herein other than
actions taken or omitted to be taken through the Secured Party’s gross negligence or willful
misconduct, as determined by a final determination of a court of competent jurisdiction.




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







15









 








          (e) The powers conferred on the Secured Party hereunder are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any
such powers. Other than the exercise of reasonable care to assure the safe custody of any
Collateral in its possession and the accounting for moneys actually received by it hereunder, the
Secured Party shall have no duty as to any Collateral or as to the taking of any necessary steps to
preserve rights against prior parties or any other rights pertaining to any Collateral and shall be
relieved of all responsibility for any Collateral in its possession upon surrendering it or
tendering surrender of it to the Grantor (or whomsoever shall be lawfully entitled to receive the
same or as a court of competent jurisdiction shall direct). The Secured Party shall be deemed to
have exercised reasonable care in the custody and preservation of any Collateral in its possession
if such Collateral is accorded treatment substantially equal to that which the Secured Party
accords its own property, it being understood that the Secured Party shall not have responsibility
for ascertaining or taking action with respect to calls, conversions, exchanges, maturities,
tenders or other matters relating to any Collateral, whether or not the Secured Party has or is
deemed to have knowledge of such matters. The Secured Party shall not be liable or responsible for
any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason
of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or
bailee selected by the Secured Party in good faith.




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




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



          (a) The Secured Party may exercise in respect of the 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 (whether or not the Code applies to the
affected Collateral), and also may (i) take absolute control of the Collateral, including, without
limitation, transfer into the Secured Party’s name or into the name of its nominee or nominees (to
the extent the Secured Party has not theretofore done so) and thereafter receive, for the benefit
of the Secured Party, all payments made thereon, give all consents, waivers and ratifications in
respect thereof and otherwise act with respect thereto as though it were the outright owner
thereof, (ii) require the Grantor to, and the Grantor hereby agrees that it will at its expense and
upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by
the Secured Party and make it available to the Secured Party at a place or places to be designated
by the Secured Party that is reasonably convenient to both parties, and the Secured Party may enter
into and occupy any premises owned or leased by the Grantor where the Collateral or any part
thereof is located or assembled for a reasonable period in order to effectuate the Secured Party’s
rights and remedies hereunder or under law, without obligation to the Grantor in respect of such
occupation, and (iii) without notice except as specified below and without any obligation to
prepare or process the Collateral for sale, (A) sell the Collateral or any part thereof in one or
more parcels at public or private sale, at any of the Secured Party’s offices, at any exchange or
broker’s board or elsewhere, for cash, on credit or for future delivery, and at such price or
prices and upon such other terms as the Secured Party may deem commercially reasonable and/or (B)
lease, license or otherwise dispose of the Collateral or any part thereof upon such terms as the
Secured Party may deem commercially reasonable. The Grantor agrees that, to the extent notice of
sale or any other disposition of the Collateral shall be required by law, at least five (5)
Business Days’ prior written notice to the Grantor of the time and place of any public sale or the
time after which any private sale or other disposition of the Collateral is to be made shall
constitute reasonable notification. The Secured Party shall not be obligated to make any sale or
other






16









 







disposition of Collateral regardless of notice of sale having been given. The Secured Party
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. The Grantor hereby waives any claims against the Secured Party arising by
reason of the fact that the price at which the Collateral may have been sold at a private sale was
less than the price which might have been obtained at a public sale or was less than the aggregate
amount of the Secured Obligations, even if the Secured Party accepts the first offer received and
does not offer the Collateral to more than one offeree, and waives all rights that the Grantor may
have to require that all or any part of the Collateral be marshaled upon any sale (public or
private) thereof. The Grantor hereby acknowledges that (i) any such sale of the Collateral by the
Secured Party shall be made without warranty, (ii) the Secured Party may specifically disclaim any
warranties of title, possession, quiet enjoyment or the like, (iii) the Secured Party may bid
(which bid may be, in whole or in part, in the form of cancellation of indebtedness), if permitted
by law, for the purchase, lease, license or other disposition of the Collateral or any portion
thereof for the account of the Secured Party and (iv) such actions set forth in clauses (i), (ii)
and (iii) above shall not adversely affect the commercial reasonableness of any such sale of the
Collateral. In addition to the foregoing, (i) upon written notice to the Grantor from the Secured
Party, the Grantor shall cease any use of the Intellectual Property or any trademark, patent or
copyright similar thereto for any purpose described in such notice; (ii) the Secured Party may, at
any time and from time to time, upon five (5) Business Days’ prior written notice to the Grantor,
license, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis,
any of the Intellectual Property, throughout the universe for such term or terms, on such
conditions, and in such manner, as the Secured Party shall in its sole discretion determine; and
(iii) the Secured Party may, at any time, pursuant to the authority granted in Section 8 hereof
(such authority being effective upon the occurrence and during the continuance of an Event of
Default), execute and deliver on behalf of the Grantor, one or more instruments of assignment of
the Intellectual Property (or any application or registration thereof), in form suitable for
filing, recording or registration in any country.




          (b) In the event that the Secured Party determines to exercise its right to sell all or any
part of the Pledged Interests pursuant to Section 9(a) hereof, the Grantor will, at the Grantor’s
expense and upon request by the Secured Party: (i) execute and deliver, and cause each issuer of
such Pledged Interests 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 reasonable opinion of the Secured Party, advisable to register such Pledged
Interests under the provisions of 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 reasonable opinion of the Secured Party, are necessary or
advisable, all in conformity with the requirements of the Securities Act and the rules and
regulations of the SEC applicable thereto, (ii) cause each issuer of such Pledged Interests to
qualify such Pledged Interests under the state securities or “Blue Sky” laws of each jurisdiction,
and to obtain all necessary governmental approvals for the sale of the Pledged Interests, as
requested by the Secured Party, (iii) cause 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
as may be necessary to make such sale of such Pledged Interests valid and binding and in compliance
with applicable law. The Grantor acknowledges the impossibility of ascertaining the amount of
damages which would be suffered by the Secured Party by reason of the failure by the Grantor to
perform any of the covenants contained in this Section 9(b) and, consequently, agrees that, if the
Grantor fails to perform any of such covenants, it shall pay, as liquidated damages and not as a
penalty, an amount equal to the value of the Pledged Interests on the date the Secured Party
demands compliance with this Section 9(b); provided, however, that the payment of
such amount shall not release the Grantor from any of its obligations under any of the other
Settlement Documents.







17









 








          (c) Notwithstanding the provisions of Section 9(b) hereof, the Grantor recognizes that the Secured Party may deem it impracticable to effect a public sale of all or
any part of the Pledged Shares or any other securities constituting Pledged Interests and that the
Secured Party 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 Grantor acknowledges that any such private sale may be at 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 Secured Party 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
Grantor 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 (15) 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 Secured Party may, in such event, bid for the purchase of such securities.




          (d) Any cash held by the Secured Party (or its agent or designee) as Collateral and all Cash
Proceeds received by the Secured Party (or its agent or designee) in respect of any sale of,
collection from, or other realization upon, all or any part of the Collateral may, in the
discretion of the Secured Party, be held by the Secured Party (or its agent or designee) as
collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable
to the Secured Party pursuant to Section 10 hereof) in whole or in part by the Secured Party
against, all or any part of the Secured Obligations in such order as the Secured Party shall elect,
consistent with the provisions of the Settlement Agreement. Any surplus of such cash or Cash
Proceeds held by the Secured Party (or its agent or designee) and remaining after the date on which
all of the Secured Obligations have been indefeasibly paid in full in cash after the termination of
each of the Settlement Documents, shall be paid over to whomsoever shall be lawfully entitled to
receive the same or as a court of competent jurisdiction shall direct.




          (e) In the event that the proceeds of any such sale, collection or realization are
insufficient to pay all amounts to which the Secured Party is legally entitled, the Grantor shall
be liable for the deficiency, together with interest thereon at the highest rate specified in any
applicable Settlement Document for interest on the Outstanding Reimbursement Amount or such other
rate as shall be fixed by applicable law, together with the costs of collection and the reasonable
fees, costs, expenses and other client charges of any attorneys employed by the Secured Party to
collect such deficiency.




          (f) The Grantor hereby acknowledges that if the Secured Party complies with any applicable
requirements of law in connection with a disposition of the Collateral, such compliance will not
adversely affect the commercial reasonableness of any sale or other disposition of the Collateral.




          (g) The Secured Party shall not be required to marshal any present or future collateral
security (including, but not limited to, this Agreement and the Collateral) for, or other
assurances of payment of, the Secured Obligations or any of them or to resort to such collateral
security or other assurances of payment in any particular order, and all of the Secured Party’s
rights hereunder and in respect of such collateral security and other assurances of payment shall
be cumulative and in addition to all other rights, however existing or arising. To the extent that
the Grantor lawfully may, the Grantor hereby agrees that it will not invoke any law relating to the
marshalling of collateral which might cause






18









 







delay in or impede the enforcement of the Secured Party’s rights under this Agreement or under
any other instrument creating or evidencing any of the Secured Obligations or under which any of
the Secured Obligations is outstanding or by which any of the Secured Obligations is secured or
payment thereof is otherwise assured, and, to the extent that it lawfully may, the Grantor hereby
irrevocably waives the benefits of all such laws.




     SECTION 10. Indemnity and Expenses.



          (a) The Grantor agrees to defend, protect, indemnify and hold harmless the Secured Party (and
all of its officers, directors, employees, attorneys, consultants and agents) from and against any
and all claims, losses, damages, liabilities, obligations, penalties, fees, reasonable costs and
expenses (including, without limitation, reasonable attorneys’ fees, costs, expenses and
disbursements) to the extent that they arise out of or otherwise result from or relate to or are in
connection with this Agreement (including, without limitation, 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.




          (b) The Grantor agrees to pay to the Secured Party upon demand the amount of any and all costs
and expenses, including the reasonable fees, costs, expenses and disbursements of counsel for the
Secured Party and of any experts and agents (including, without limitation, any collateral trustee
which may act as agent of the Secured Party), which the Secured Party may incur in connection with
(i) the preparation, negotiation, execution, delivery, recordation, administration, 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 Collateral, (iii)
the exercise or enforcement of any of the rights of the Secured Party hereunder, or (iv) the
failure by the Grantor to perform or observe any of the provisions hereof.




     SECTION 11. Notices, Etc. All notices and other communications provided for hereunder
shall be given in accordance with the notice provision of the Settlement Agreement.



     SECTION 12. Security Interest Absolute; Joint and Several Obligations.



          (a) All rights of the Secured Party, all Liens and all obligations of the Grantor hereunder
shall be absolute and unconditional irrespective of (i) any lack of validity or enforceability of
the Settlement Agreement or any other Settlement Document, (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 Secured Obligations, or
any other amendment or waiver of or consent to any departure from the Settlement Agreement or any
other Settlement 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 Secured Obligations, or (iv) any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the Grantor in respect of the Secured
Obligations. All authorizations and agencies contained herein with respect to any of the Collateral
are irrevocable and powers coupled with an interest.




          (b) The Grantor hereby waives (i) promptness and diligence, (ii) notice of acceptance and
notice of the incurrence of any Obligation by the Grantor, (iii) notice of any actions taken by the
Secured Party, any Individual Guarantor or any other Person under any Settlement Document or any
other agreement, document or instrument relating thereto, (iv) all other notices, demands and
protests, and all other formalities of every kind in connection with the enforcement of the
Obligations, the omission of or delay in which, but for the provisions of this subsection (b),
might constitute grounds for relieving the Grantor of any of the Grantor’s obligations hereunder
and (v) any requirement that the Secured Party






19









 







protect, secure, perfect or insure any security interest or other lien on any property subject
thereto or exhaust any right or take any action against the Grantor or any other Person or any
collateral.




     SECTION 13. Miscellaneous.



          (a) No amendment of any provision of this Agreement (including any Schedule attached hereto)
shall be effective unless it is in writing and signed by the Grantor and the Secured Party, and no
waiver of any provision of this Agreement, and no consent to any departure by the Grantor
therefrom, shall be effective unless it is in writing and signed by the Secured Party, 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 the Secured Party to exercise, and no delay in exercising, any
right hereunder or under any other Settlement Document shall operate as a waiver thereof; nor shall
any single or partial exercise of any such right preclude any other or further exercise thereof or
the exercise of any other right. The rights and remedies of the Secured Party provided herein and
in the other Settlement Documents are cumulative and are in addition to, and not exclusive of, any
rights or remedies provided by law. The rights of the Secured Party under any Settlement Document
against any party thereto are not conditional or contingent on any attempt by such Person to
exercise any of its rights under any other Settlement Document against such party or against any
other Person, including but not limited to, the Grantor.




          (c) This Agreement shall create a continuing security interest in the Collateral and shall (i)
remain in full force and effect, subject to paragraph (e) below, until the date on which all of the
Secured Obligations have been indefeasibly paid in full in cash after the termination of each of
the Settlement Documents and (ii) be binding on the Grantor and all other Persons who become bound
as debtor to this Agreement in accordance with Section 9-203(d) of the Code, and shall inure,
together with all rights and remedies of the Secured Party hereunder, to the benefit of the Secured
Party and its successors, transferees and assigns. Without limiting the generality of clause (ii)
of the immediately preceding sentence, the Secured Party may assign or otherwise transfer its
rights and obligations under this Agreement and any other Settlement Document to any other Person
pursuant to the terms of the Settlement Agreement, and such other Person shall thereupon become
vested with all of the benefits in respect thereof granted to the Secured Party and herein or
otherwise. Upon any such assignment or transfer, all references in this Agreement to the Secured
Party shall mean or include, as the case may be, the assignee of the Secured Party. None of the
rights or obligations of the Grantor hereunder may be assigned or otherwise transferred without the
prior written consent of the Secured Party, and any such assignment or transfer without such
consent shall be null and void.




          (d) Upon the date on which all of the Secured Obligations have been indefeasibly paid in full
in cash after the termination of each of the Settlement Documents, (i) subject to paragraph (e)
below, this Agreement and the security interests and licenses created hereby shall terminate and
all rights to the Collateral shall revert to the Grantor and (ii) the Secured Party will, upon the
Grantor’s request and at the Grantor’s expense, without any representation, warranty or recourse
whatsoever, (A) return to the Grantor (or whomsoever shall be lawfully entitled to receive the same
or as a court of competent jurisdiction shall direct) such of the 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 Grantor such documents as the Grantor shall reasonably request to evidence such termination.




          (e) This Agreement shall remain in full force and effect and continue to be effective should
any petition be filed by or against the Grantor for liquidation or reorganization, should the
Grantor become insolvent or make an assignment for the benefit of any creditor or creditors or
should a receiver or trustee be appointed for all or any significant part of the Grantor’s assets,
and shall continue to be






20









 







effective or be reinstated, as the case may be, if at any time payment or performance of the
Secured Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee of the Secured Obligations,
whether as a “voidable preference”, “fraudulent conveyance”, or otherwise, all as though such
payment or performance had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Secured Obligations shall be reinstated and deemed
reduced only by such amount paid and not so rescinded, reduced, restored or returned.




          (f) THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS
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 CREATED HEREBY, OR REMEDIES HEREUNDER, IN RESPECT OF ANY
PARTICULAR COLLATERAL ARE GOVERNED BY THE LAW OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.




          (g) In addition to and without limitation of any of the foregoing, this Agreement shall be
deemed to be a Settlement Document and shall otherwise be subject to all of terms and conditions
contained in Sections 11.10 and 11.11 of the Settlement Agreement, mutatis rnutandi.




          (h) The Grantor irrevocably and unconditionally waives any right it may have to claim or
recover in any legal action, suit or proceeding with respect to this Agreement any special,
exemplary, punitive or consequential damages.




          (i) 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.




          (j) Section headings herein are included for convenience of reference only and shall not
constitute a part of this Agreement for any other purpose.




          (k) 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 of such
counterparts taken together shall constitute one and the same agreement. Delivery of an executed
counterpart of this Agreement by facsimile or electronic mail shall be equally as effective as
delivery of an original executed counterpart.




[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]








21









 








     IN WITNESS WHEREOF, the Grantor has caused this Agreement to be executed and delivered by its
officer thereunto duly authorized, as of the date rust above written.



	 	 	 	 	 
	 	GRANTOR:



IMPERIAL PFC FINANCING, LLC

 	 
	 	By:  	Imperial Premium Finance, LLC, its sole
member

 	 
	 	By:  	Imperial Holdings, LLC, its managing member

 	 
	 	By  	
 	 
	 	 	Name:  	Jonathan Neuman 	 
	 	 	Title:  	President 	 
	 



Pledge and Security Agreement




 









 








SCHEDULE I




LEGAL NAME; ORGANIZATIONAL IDENTIFICATION NUMBER; STATE OR

JURISDICTION OF ORGANIZATION



	 	 	 

	Legal Name
	 	Imperial PFC Financing, LLC
	State of Organization
	 	Illinois
	Type of Organization
	 	Limited Liability Company
	Organizational Identification Number
	 	02559579






Sched. I-1





 











 





SCHEDULE II




INTELLECTUAL PROPERTY; TRADE NAMES



	 	 	 	 	 

	A.

	 	COPYRIGHTS
	 	None
	 
	 	 	 	 
	 

	 	1.     Registered Copyrights	 	 
	 
	 	 	 	 
	 

	 	2.     Copyright Applications	 	 
	 
	 	 	 	 
	B.

	 	PATENTS
	 	None
	 
	 	 	 	 
	 

	 	1.     Patents	 	 
	 
	 	 	 	 
	 

	 	2.     Patent Applications	 	 
	 
	 	 	 	 
	C.

	 	TRADEMARKS
	 	None
	 
	 	 	 	 
	 

	 	1.     Registered Trademarks	 	 
	 
	 	 	 	 
	 

	 	2.     Trademark Applications	 	 
	 
	 	 	 	 
	D.

	 	OTHER PROPRIETARY RIGHTS
	 	None
	 
	 	 	 	 
	E.

	 	TRADE NAMES
	 	None
	 
	 	 	 	 
	F.

	 	NAME OF, AND EACH TRADE NAME USED BY, EACH PERSON FROM WHICH
THE GRANTOR HAS ACQUIRED ANY SUBSTANTIAL PART OF THE
COLLATERAL WITHIN THE PRECEDING FIVE (5) YEARS
	 	None






Sched. II-1





 









 








SCHEDULE III

LOCATIONS OF GRANTOR




	 	 	 

	LOCATION

	 	Description of Location (state if Location
	 

	 	(i) contains Collateral
	 

	 	(ii) is chief place of business and chief executive office, or
	 

	 	(iii) contains Records concerning Accounts, Insurance Premium
Loans and originals of Chattel Paper)






	 	 	 
	Chief Place of Business

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

	 	500 N. Michigan Avenue, Suite 300 Chicago, IL 60611
	Location of Records
concerning Accounts,
Insurance Premium
Loans and originals of
Chattel Paper

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

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






Sched. III-1









 









 








SCHEDULE IV

DEPOSIT ACCOUNTS, SECURITIES ACCOUNTS AND COMMODITIES ACCOUNTS




	 	 	 
	Name and Address of Institution
	 	
	Maintaining Account
	 	
	 
	 	
	 
	 	
	 
	 	
	 
	 	
	 
	 	
	Account Number
	 	
	Related Lockbox Number
	 	
	Account Name
	 	Imperial PFC Financing, LLC
	State in Which Account Is Located
	 	Illinois
	Type of Account
	 	Collection






Sched. IV-1





 









 








SCHEDULE V

UCC FINANCING STATEMENTS



UCC Financing Statements have been filed in the jurisdictions below against the Grantor:




	 	 	 
	Name of Grantor	 	Secretary of State
	 
	 	 
	Imperial PFC Financing, LLC

	 	Illinois






Sched. V-1





 









 








SCHEDULE
VI



COMMERCIAL TORT CLAIMS




None



Sched. VI-1





 









 








SCHEDULE VII




PLEDGED DEBT



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount	 
	Grantor	 	Name of Maker	 	 	Description	 	 	Outstanding as of	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





None



Sched. VII-1



 









 





SCHEDULE VIII

PLEDGED SHARES




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Percentage of	 	 	 	 	 	 	 	 
	 	 	Name of Pledged	 	 	Number of	 	 	Outstanding	 	 	 	 	 	 	Certificate	 
	Grantor	 	Issuer	 	 	Shares	 	 	Shares	 	 	Class	 	 	Number	 
	None
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Sched. VIII-1




 









 








EXHIBIT A

PLEDGE AMENDMENT




     This Pledge Amendment, dated as of _______________, ________, 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 Pledge and Security Agreement by and between Imperial PFC
Financing, LLC and Lexington Insurance Company, dated as of September 8, 2010, as it may heretofore
have been or hereafter may be amended, restated, supplemented, modified or otherwise changed from
time to time (the “Security Agreement”) and that the promissory notes or shares listed on
this Pledge Amendment shall be hereby pledged and assigned to the Secured Party and become part of
the Pledged Interests referred to in such Security Agreement and shall secure all of the Secured
Obligations referred to in such Security Agreement.




Pledged Debt



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal Amount	 
	Grantor	 	Name of Maker	 	 	Description	 	 	Outstanding as of	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 






Pledged Shares



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Percentage of	 	 	 	 	 	 	 	 
	 	 	Name of	 	 	Number of	 	 	Outstanding	 	 	 	 	 	 	Certificate	 
	Grantor	 	Pledged Issuer	 	 	Shares	 	 	Shares	 	 	Class	 	 	Number	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 
	 	[GRANTOR]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	LEXINGTON INSURANCE COMPANY,

as the Secured Party

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



Exh. A-1





 











 





EXHIBIT B




Form of Individual Guaranty



[see attached]



 









 





Execution Copy




INDIVIDUAL GUARANTY




     INDIVIDUAL GUARANTY, dated as of September 8, 2010 (as amended, restated, supplemented,
modified or otherwise changed from time to time, the “Guaranty”), made by
________________________________ an individual with a principal address at ______________________ (the
“Guarantor”), in favor of Lexington Insurance Company, a Delaware property and casualty insurance
company (“Lexington”).



WITNESSETH:




     WHEREAS, Imperial PFC Financing, LLC, an Illinois limited liability company (“Imperial
PFC”), the lenders from time to time party thereto (each, a “Lender” and collectively, the
“Lenders”) and Ableco Finance LLC, as collateral agent and administrative agent for the
Lenders (“Ableco”), entered into a Financing Agreement, dated as of August 7, 2008 (as
amended, restated, supplemented, modified or otherwise changed from time to time, the
“Financing Agreement”), under which the Lenders agreed to extend credit to Imperial PFC on
the terms specified therein;



     WHEREAS, Imperial PFC and Lexington are parties to an Omnibus Claims Settlement Agreement,
dated as of September 8, 2010 (as amended, restated, supplemented, modified or otherwise changed
from time to time, the “Settlement Agreement”);



     WHEREAS, pursuant to the Settlement Agreement, Lexington has paid, at the direction and for
the benefit of Imperial PFC, a portion of the “Settlement Amount” (as defined in the Settlement
Agreement) to Ableco in full satisfaction of all amounts owed by Imperial PFC to Ableco under the
Financing Agreement and all other “Loan Documents” (as defined in the Financing Agreement);



     WHEREAS, pursuant to Section 5.01(b) of the Settlement Agreement, the Guarantor is required to
execute and deliver to Lexington a guaranty guaranteeing all “Obligations” (as defined in the
Settlement Agreement) under the Settlement Agreement under certain limited circumstances set forth
in this Guaranty; and



     WHEREAS, the Guarantor has determined that his execution, delivery and performance of this
Guaranty directly benefit, and are within the purposes and in the best interests of, the Guarantor.



     NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to
induce Lexington to enter into the Settlement Agreement and to pay the Settlement Amount pursuant
thereto, the Guarantor hereby agrees with Lexington as follows:



     SECTION 1. Definitions. Reference is hereby made to the Settlement Agreement for a
statement of the terms thereof. All terms used in this Guaranty and the recitals hereto which are
defined in the Settlement Agreement and not otherwise defined herein shall have the same meanings
herein as set forth therein.



 









 





     SECTION 2. Guaranty.



          (a) The Guarantor hereby (i) irrevocably, absolutely and unconditionally guarantees (A) the
prompt payment by Imperial PFC, as and when due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), of all Obligations from time to time owing
in respect of the Settlement Agreement or any other Settlement Document, whether for payment of the
Outstanding Reimbursement Amount, interest thereon (including, without limitation, all interest
that accrues after the commencement of any Insolvency Proceeding with respect to Imperial PFC,
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 Imperial PFC (notwithstanding the
operation of the automatic stay under Section 362(a) of the Bankruptcy Code), and (B) the due
performance and observance by Imperial PFC of its other obligations now or hereafter existing in
respect of the Settlement Documents (the obligations under the preceding clauses (A) and (B),
collectively, the “Guaranteed Obligations”), and (ii) agrees to pay any and all expenses
(including reasonable counsel fees and expenses) incurred by Lexington in enforcing any rights
under this Guaranty. Without limiting the generality of the foregoing, the Guarantor’s liability
shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by
Imperial PFC to Lexington under any Settlement Document, but for the fact that they are
unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving any. Credit Party.




          (b) Notwithstanding anything contained in this Guaranty, except as provided in clause (ii) of
this Section 2(b) and Section 2(c), (x) the Guarantor shall not have any liability under this
Guaranty for the payment or performance of the Guaranteed Obligations, (y) the Guarantor shall not
have any obligation to expend its own funds in the performance of any provision of any Settlement
Document, and (z) Lexington shall not obtain any deficiency judgment against the Guarantor with
respect to any of the foregoing; provided, however, that:




               (i) nothing contained herein shall limit or otherwise restrict (A) Lexington’s rights and
remedies against any of the Collateral under any other Settlement Document, either at law or
equity, including, without limitation, any rights or remedies with respect to the Equity Interests
of Imperial PFC, (B) Lexington from bringing any action, suit or proceeding for specific
performance against the Guarantor to perform any obligation imposed on the Guarantor hereunder, (C)
recourse to or liability of the Guarantor for any fraud committed by the Guarantor or material
misrepresentation by the Guarantor in any Settlement Document to which the Guarantor is a party, or
(D) the obligations of the Guarantor under any Settlement Document, which obligations are either
directly in favor of Lexington or have been assigned to Lexington, each of which may be enforced by
and for the benefit of Lexington; and



               (ii) the Guarantor shall have (A) full liability and responsibility for the Guaranteed
Obligations and other obligations hereunder if (x) any act (or omission to act) constituting fraud
or willful misconduct on the part of the Guarantor or any Non-Corporate Trustee that impairs
Lexington’s ability to be repaid under the Settlement Documents occurs or (y) the Guarantor or any
Non-Corporate Trustee authorizes, approves, participates in or assists Imperial PFC or the
Originator in commencing a voluntary or involuntary case under the



2









 




Bankruptcy Code or any other Insolvency Proceeding, and (B) liability and responsibility for
the Guaranteed Obligations and other obligations hereunder if (x) any Collections are not promptly
deposited directly into the Collection Account (other than Collections (i) delivered to the
Servicer pursuant to the Servicing Agreement or (ii) inadvertently deposited into an account of the
Originator or any Affiliate and promptly removed from such account and deposited into the
Collection Account); provided, that in the case of this clause (B)(x), such liability and
responsibility of the Guarantor shall not exceed the aggregate amount of the Collections not
promptly deposited directly into the Collection Account or (y) the applicable Premium Finance
Borrower, the Originator or Imperial PFC ceases to be the legal owner of a Life Insurance Policy in
violation of the terms of the Settlement Agreement and any Non-Corporate Trustee, the Guarantor
and/or an employee of Imperial and/or its Subsidiaries, directly or indirectly, caused, or assisted
another Person in, the transfer of legal title of such Life Insurance Policy from the applicable
Premium Finance Borrower, the Originator or Imperial PFC to another Person; provided, that
in the case of this clause (B)(y), such liability and responsibility of the Guarantor shall not
exceed the limit of liability under the related coverage certificate issued under the LPIC Policy.




          (c) Nothing in subsection (b) of this Section 2 shall limit or otherwise restrict in any
manner the rights, powers and privileges of Lexington against the Guarantor under any other
Settlement Document to which the Guarantor is a party.




     SECTION 3. Guaranty Absolute; Continuing Guaranty; Assignments.



          (a) Subject to Sections 2(b) and 2(c) of this Guaranty, the Guarantor hereby guarantees that
the Guaranteed Obligations will be paid and performed strictly in accordance with the terms of the
Settlement Documents, regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of Lexington with respect thereto. The
Guarantor agrees that, subject to Sections 2(b) and 2(c) of this Guaranty, his guarantee
constitutes a guaranty of payment when due and not of collection and waives any right to require
that any resort be made by Lexington to any Collateral. The obligations of the Guarantor under this
Guaranty are independent of the obligations under the Settlement Agreement and the other Settlement
Documents, and a separate action or actions may be brought and prosecuted against the Guarantor to
enforce this Guaranty, irrespective of whether any action is brought against any Credit Party or
whether any Credit Party is joined in any such action or actions. Subject to Sections 2(b) and 2(c)
of this Guaranty, the liability of the Guarantor under this Guaranty shall be irrevocable, absolute
and unconditional irrespective of, and the Guarantor hereby irrevocably waives any defenses it may
now or hereafter have in any way relating to, any or all of the following:




               (i) any lack of validity or enforceability of any Settlement Document or any 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 Guaranteed Obligations, or any other amendment or waiver of or any consent to
departure from any Settlement Document, including, without limitation, any increase in the
Guaranteed Obligations resulting from the extension of additional credit to any Credit Party or
otherwise;



3









 





               (iii) any taking, exchange, release or non-perfection of any Collateral, or any taking,
release or amendment or waiver of or consent to departure from any other guaranty, for all or any
of the Guaranteed Obligations;



               (iv) the existence of any claim, set-off, defense or other right that the Guarantor may have
against any Person, including, without limitation, Lexington;



               (v) any change, restructuring or termination of the limited liability company structure or
existence of Imperial PFC; or



               (vi) any other circumstance (including any statute of limitations) or any existence of or
reliance on any representation by Lexington that might otherwise constitute a defense available to,
or a discharge of, any Credit Party or any other guarantor or surety.


This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time
any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by
Lexington or any other Person upon the insolvency, bankruptcy or reorganization of any Credit Party
or otherwise, all as though such payment had not been made.




          (b) This Guaranty is a continuing guaranty and shall:




               (i) remain in full force and effect until the earliest of (x) if a servicing agreement, in
form and substance satisfactory to Lexington in its sole and absolute discretion, has been executed
and delivered by all parties thereto prior to the date that is six (6) months following the
maturity of the last Insurance Premium Loan to mature (the “Six-Month Anniversary Date”),
the Six-Month Anniversary Date, (y) if the servicing agreement described in clause (i)(x) of this
Section 3(b) has not been executed and delivered by all parties thereto prior to the Six-Month
Anniversary Date, but the Guarantor, Imperial PFC and the relevant affiliates of Imperial PFC, as
applicable, (1) have continued to perform any applicable servicing obligations relating to the
Insurance Premium Loans and Life Insurance Policies and (2) have used their commercially reasonable
efforts to locate a replacement servicer to perform such obligations, nine (9) months following the
maturity of the last Insurance Premium Loan to mature, and (z) the later of (1) the final payment
in cash and performance in full of all of the Guaranteed Obligations and all other amounts payable
under this Guaranty and (2) the date on which Imperial PFC has no Obligations existing in respect
of the Settlement Documents (the earliest of (x), (y) or (z) to be satisfied, the “Termination
Date”);



               (ii) be binding upon the Guarantor, his heirs, executors, administrators, legal
representatives, successors and assigns; and



               (iii) inure to the benefit of and be enforceable by Lexington and its successors, pledgees,
transferees and assigns.


Without limiting the generality of the foregoing clause (iii), Lexington may pledge, assign or
otherwise transfer all or any portion of its rights and obligations under any Settlement Document
to any other Person, and such other Person shall thereupon become vested with all the benefits in
respect thereof granted to Lexington herein or otherwise, in each case as provided in the
Settlement Agreement.







4









 








     SECTION 4. Waivers. The Guarantor hereby waives, to the full extent permitted by
applicable law, (1) promptness and diligence; (ii) notice of acceptance and notice of the
incurrence of any Obligation by Imperial PFC; (iii) notice of any actions taken by Lexington,
Imperial PFC or any Credit Party under any Settlement Document or any other agreement or instrument
related thereto; (iv) all other notices, demands and protests, and all other formalities of every
kind in connection with the enforcement of the Obligations or of the obligations of the Guarantor
hereunder, the omission of or delay in which, but for the provisions of this Section 4, might
constitute grounds for relieving the Guarantor of his obligations hereunder; (v) any right to
compel or direct Lexington to seek payment or recovery of any amounts owed under this Guaranty from
any one particular fund or source; (vi) any requirement that Lexington protect, secure, perfect or
insure any security interest or Lien or any property subject thereto or exhaust any right or take
any action against Imperial PFC, any other Credit Party or any other Person or any Collateral; and
(vii) any other defense available to the Guarantor. The Guarantor acknowledges that it will receive
direct and indirect benefits from the payment of the Settlement Amount contemplated herein and that
the waiver set forth in this Section 4 is knowingly made in contemplation of such benefits. The
Guarantor hereby waives any right to revoke this Guaranty and acknowledges that this Guaranty is
continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the
future.



     SECTION 5. Subrogation.



          (a) From the date hereof and continuing through the Termination Date, the Guarantor shall not
exercise any rights against Imperial PFC or any other guarantor arising as a result of payment for
the benefit or on behalf of Imperial PFC or such guarantor hereunder, by way of subrogation,
reimbursement, restitution, contribution or otherwise, and will not prove any claim in competition
with Lexington in respect of any payment hereunder in any Insolvency Proceedings; the Guarantor
will not claim any set-off, recoupment or counterclaim against Imperial PFC or any other guarantor
in respect of any liability of the Guarantor hereunder or to Imperial PFC or any such other
guarantor; and the Guarantor waives any benefit of and any right to participate in any collateral
security which may be held by Lexington. Anything to the contrary contained in the foregoing
notwithstanding, the Guarantor shall not exercise any such rights against Imperial PFC (including
after payment in full of the Obligations) if all or any portion of the Obligations shall have been
satisfied in connection with an exercise of remedies by Lexington in respect of the Equity
Interests of Imperial PFC whether pursuant to the Guarantor Security Agreement or otherwise.




          (b) The payment of any amounts due with respect to any Indebtedness of Imperial PFC or any
guarantor for money borrowed or credit received now or hereafter owed to the Guarantor is hereby
subordinated to the prior payment in full of all of the Obligations. The Guarantor agrees that,
after the occurrence of any default in the payment or performance of any of the Obligations, the
Guarantor will not demand, sue for or otherwise attempt to collect any such Indebtedness of
Imperial PFC or any other guarantor to the Guarantor until all of the Obligations shall have been
paid in full. lf, notwithstanding the foregoing sentence, the Guarantor shall collect, enforce or
receive any amounts in respect of such Indebtedness while any Obligations are still outstanding,
such amounts shall be collected, enforced and received by the Guarantor as trustee for Lexington
and be paid over to Lexington on account of the






5









 







Obligations without affecting in any manner the liability of the Guarantor under the other
provisions of this Guaranty.




     SECTION 6. Representations, Warranties. The Guarantor hereby represents and warrants
as follows:



          (a) The Guarantor has the legal capacity and right to execute, deliver and perform this
Guaranty and each other Settlement Document to which the Guarantor is a party.




          (b) The execution, delivery and performance by the Guarantor of this Guaranty and each other
Settlement Document to which the Guarantor is a party (i) do not and will not contravene any
Requirements of Law or any contractual restriction binding on or otherwise affecting the Guarantor
or his properties, (ii) do not and will not result in or require the creation of any Lien (other
than pursuant to any Settlement Document) upon or with respect to any of his properties, and (iii)
do not and will not result in any default, noncompliance, suspension, revocation, impairment,
forfeiture or nonrenewal of any permit, license, authorization or approval applicable to any of his
properties.




          (c) No authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority is required in connection with the due execution, delivery and performance
by the Guarantor of this Guaranty or any of the other Settlement Documents to which the Guarantor
is a party, except for the filing of any UCC financing statement or such other registrations,
filings or recordings as may be necessary to perfect the Lien purported to be created by any
Settlement Documents to which the Guarantor is a party.




          (d) Each of this Guaranty and the other Settlement Documents to which the Guarantor is or will
be a party, when delivered, will be a legal, valid and binding obligation of the Guarantor,
enforceable against the Guarantor in accordance with its terms, except as may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws.




          (e) There are no pending or written notices threatening any action, suit or proceeding
affecting the Guarantor before any court or other Governmental Authority or any arbitrator that (i)
if adversely determined could reasonably be expected to have a material adverse effect to the
Guarantor’s financial condition or (ii) relates to this Guaranty or any of the other Settlement
Documents to which the Guarantor is a party or any transaction contemplated hereby. or thereby.




          (f) The Guarantor is not in violation of any Requirements of Law or any material term of any
agreement or instrument (including, without limitation, any contract) binding on or otherwise
affecting him or any of his properties.




          (g) The Guarantor is not a party to any agreement or instrument, or subject to any restriction
or any judgment, order, regulation, ruling or other requirement of a court or other Governmental
Authority, which has, or in the future could have, a material adverse effect to the Guarantor’s
financial condition.




          (h) The Guarantor has filed or caused to be filed all tax returns which he is required to file
and has paid all taxes shown to be due and payable on such returns or on any






6









 







assessments made against the Guarantor or any of his property by any Governmental Authority
except to the extent any such taxes are being contested in good faith. No tax Lien has been filed
with respect to any material tax liability against the Guarantor, and, to the knowledge of the
Guarantor, no tax assessment is pending against the Guarantor.




          (i) The Guarantor (i) has read and understands the terms and conditions of the Settlement
Agreement and the other Settlement Documents, and (ii) now has and will continue to have
independent means of obtaining information concerning the affairs, financial condition and business
of Imperial PFC and the other Credit Parties, and has no need of, or right to obtain from
Lexington, any credit or other information concerning the affairs, financial condition or business
of Imperial PFC or the other Credit Parties that may come under the control of Lexington.




          (j) All representations and warranties set forth in this Guaranty are true and correct in all
respects at the time as of which such representations were made and on the Effective Date.




     SECTION 7. Covenants. The Guarantor hereby covenants and agrees that, from the date
hereof and continuing through the Termination Date, the Guarantor will:



          (a) Not accept or retain any distribution or other payment from Imperial PFC, if the making of
such distribution or other payment by Imperial PFC violates, or may reasonably be expected to
result in a violation of, the Settlement Agreement or any other Settlement Document.




          (b) Comply in all material respects with all Requirements of Law (including any settlement of
any claim that, if breached, could give rise to any of the foregoing).




          (c) Promptly notify Lexington of:




               (i) (A) any breach or non-performance of, or any default under, any Contractual Obligation of the Guarantor which could reasonably be expected to have a material
adverse effect to the Guarantor’s financial condition, and (B) any action, suit, litigation or
proceeding which may exist at any time which could reasonably be expected to have a material
adverse effect to the Guarantor’s financial condition; and



               (ii) the occurrence of any event or development that could have a
material adverse effect to the Guarantor’s financial condition;


provided, that (A) each notice pursuant to this Section 7(c) shall be accompanied by a
written statement signed by the Guarantor, setting forth details of the occurrence referred to
therein, and stating what action the Guarantor proposes to take with respect thereto and at what
time. Each notice under Section 7(c)(i)(A) shall describe with particularity the provisions of the
applicable Contractual Obligation that have been breached.




          (d) Pay all taxes, assessments, governmental charges and other obligations when due, except as
may be contested in good faith or those as to which a bona fide dispute may exist.







7









 








          (e) Execute and deliver to Lexington such further instruments and do such other further acts
as Lexington may reasonably request to carry out more effectively the purposes of this Guaranty,
the other Settlement Documents and any agreements and instruments referred to herein.




          (f) At Lexington’s request, deliver to Lexington a personal financial statement of the
Guarantor, in form and substance reasonably satisfactory to Lexington, accompanied by a signed
representation by the Guarantor that such personal financial statement is complete and accurate in
all material respects and fairly presents the financial condition of the Guarantor as of the
Effective Date and that the Guarantor has no contingent obligations or liabilities (for taxes or
otherwise) or any unusual long-term commitment except as set forth in such financial statement or
the notes thereto.




     SECTION 8. Right of Set-off. Upon the occurrence and during the continuance of any
Event of Default, and subject to Sections 2(b) and 2(c) of this Guaranty, Lexington may, and is
hereby authorized to, at any time and from time to time, without notice to the Guarantor (any such
notice being expressly waived by the Guarantor) and to the fullest extent permitted by law, set-off
and apply any and all deposits (general or special, time or demand, provisional or final) at any
time held and other indebtedness at any time owing by Lexington to or for the credit or the account
of the Guarantor against any and all obligations of the Guarantor either now or hereafter existing
under this Guaranty or any other Settlement Document, irrespective of whether or not Lexington
shall have made any demand under this Guaranty or any other Settlement Document and although such
obligations may be contingent or unmatured. Lexington agrees to notify the Guarantor promptly after
any such set-off and application made by Lexington, provided, that the failure to give such
notice shall not affect the validity of such set-off and application. The rights of Lexington under
this Section 8 are in addition to other rights and remedies (including, without limitation, other
rights of set-off) which Lexington may have under this Guaranty or any other Settlement Document in
law or otherwise.



     SECTION 9. 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 Guarantor, to him at his address set forth on the
signature page hereto, or if to Lexington, to it at its address set forth in the Settlement
Agreement; or as to either 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 9.
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 10. CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE. ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS GUARANTY OR ANY OTHER SETTLEMENT DOCUMENT MAY BE BROUGHT IN THE
COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS GUARANTY, THE
GUARANTOR



8









 




HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF HIS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. THE GUARANTOR HEREBY IRREVOCABLY APPOINTS FOLEY & LARDNER LLP
AS HIS AGENT FOR SERVICE OF PROCESS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING AND FURTHER
IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY
SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, CARE OF IMPERIAL PFC AT ITS ADDRESS FOR NOTICES AS SET FORTH IN THE SETTLEMENT AGREEMENT
AND TO FOLEY & LARDNER, 90 PARK AVENUE, NEW YORK, NEW YORK 10016, SUCH SERVICE TO BECOME EFFECTIVE
TEN (10) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT OF LEXINGTON TO SERVICE OF
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE GUARANTOR IN ANY OTHER JURISDICTION. THE GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO
THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO
ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE
EXTENT THAT THE GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO HIM OR HIS PROPERTY, THE GUARANTOR
HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF HIS OBLIGATIONS UNDER THIS GUARANTY AND THE
OTHER SETTLEMENT DOCUMENTS.




     SECTION 11. WAIVER OF JURY TRIAL, ETC. THE GUARANTOR HEREBY WAIVES ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS GUARANTY
OR THE OTHER SETTLEMENT DOCUMENTS, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR
OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWITH OR
THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION WITH THIS GUARANTY OR
THE OTHER SETTLEMENT DOCUMENTS, AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL
BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. THE GUARANTOR CERTIFIES THAT NO OFFICER,
REPRESENTATIVE, AGENT OR ATTORNEY OF LEXINGTON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
LEXINGTON WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO ENFORCE THE
FOREGOING WAIVERS. THE GUARANTOR HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT
FOR LEXINGTON ENTERING INTO THIS GUARANTY.



9









 





     SECTION 12. Miscellaneous.



          (a) Guarantor will make each payment hereunder in lawful money of the United States of America
and in immediately available funds to Lexington at such address specified by Lexington from time to
time by notice to the Guarantor.




          (b) No amendment of any provision of this Guaranty shall be effective unless it is in writing
and signed by the Guarantor and Lexington, and no waiver of any provision of this Guaranty, and no
consent to any departure by the Guarantor therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Guarantor and Lexington, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose for which given.




          (c) No failure on the part of Lexington to exercise, and no delay in exercising, any right
hereunder or under any other Settlement Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any right hereunder or under any other Settlement Document preclude
any other or further exercise thereof or the exercise of any other right. The rights and remedies
of Lexington provided herein and in the other Settlement Documents are cumulative and are in
addition to, and not exclusive of, any rights or remedies provided by law. The rights of Lexington
under any Settlement Document against any party thereto are not conditional or contingent on any
attempt by Lexington to exercise any of its rights under any other Settlement Document against such
party or against any other Person.




          (d) Any provision of this Guaranty 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.




          (e) This Guaranty shall (i) be binding on the Guarantor and his heirs, executors,
administrators, legal representatives, successors and assigns, and (ii) inure, together with all
rights and remedies of Lexington hereunder, to the benefit of Lexington and its successors,
transferees and assigns. Without limiting the generality of clause (ii) of the immediately
preceding sentence, to the extent permitted by Section 11.07 of the Settlement Agreement, Lexington
may assign or otherwise transfer its rights under the Settlement Agreement or any other Settlement
Document to any other Person, and such other Person shall thereupon become vested with all of the
benefits in respect thereof granted to Lexington herein or otherwise. None of the rights or
obligations of the Guarantor hereunder may be assigned or otherwise transferred without the prior
written consent of Lexington.




          (f) This Guaranty and the other Settlement Documents reflect the entire understanding of the
transactions contemplated hereby and thereby and shall not be contradicted or qualified by any
other agreement, oral or written, before the date hereof.




          (g) Section headings herein are included for convenience of reference only and shall not
constitute a part of this Guaranty for any other purpose.




          (h) Delivery of an executed counterpart of this Guaranty by telefacsimile or electronic mail
shall be equally as effective as delivery of an original executed counterpart of this






10









 







Guaranty. Any party delivering an executed counterpart of this Guaranty by telefacsimile or
electronic mail also shall deliver an original executed counterpart of this Guaranty but the
failure to deliver an original executed counterpart shall not affect the validity, enforceability,
and binding effect of this Guaranty.




          (i) This Guaranty and the other Settlement Documents (unless expressly provided to the
contrary in another Settlement Document in respect of such other Settlement Document) shall be
governed by, and construed in accordance with, the laws of the State of New York applicable to
contracts made and to be performed in the State of New York.




[signature page follows]








11









 








     IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed by an officer
thereunto duly authorized, as of the date first above written.



	 	 	 	 	 

	 

	 	 

	 	 
	 

	 	[GUARANTOR]	 	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 






	 	 	 

	STATE OF

 

	 	 
	 

	 	SS.:
	COUNTY OF

 

	 	 






     On this ________ day of ___________________, 2010, before me personally came
____________________, to me known to be the person who executed the foregoing instrument, and who,
being duly sworn by me, did depose and say to me that s/he executed the foregoing instrument.




	 	 	 	 	 

	 

	 	 

	 	 





Individual Guaranty

















 





EXHIBIT C 




Form of Guarantor Security Agreement



[see attached]



 









 





Execution Copy




PLEDGE AND SECURITY AGREEMENT




          PLEDGE AND SECURITY AGREEMENT, dated as of September 8, 2010 (as amended, restated,
supplemented, modified or otherwise changed from time to time, including any replacement agreement
therefor, being hereinafter referred to as the “Agreement”), made by Imperial Premium
Finance, LLC, a Florida limited liability company (the “Pledgor”), in favor of
Lexington Insurance Company, a Delaware property and casualty insurance company (the
“Pledgee”).




WITNESSETH:




          WHEREAS, Imperial PFC Financing, LLC, an Illinois limited liability company (“Imperial
PFC”), the lenders from time to time party thereto (each, a “Lender” and collectively,
the “Lenders”) and Ableco Finance LLC, as collateral agent and administrative agent for
the Lenders (“Ableco”), entered into a Financing Agreement, dated as of August 7, 2008 (as
amended, restated, supplemented, modified or otherwise changed from time to time, including any
replacement agreement therefor, being hereinafter referred to as the “Financing
Agreement”), under which the Lenders agreed to extend credit to Imperial PFC on the terms
specified therein;




          WHEREAS, Imperial PFC and the Pledgee are parties to an Omnibus Claims Settlement Agreement,
dated as of September 8, 2010 (as amended, restated, supplemented, modified or otherwise changed
from time to time, including any replacement agreement therefor, being hereinafter referred to as
the “Settlement Agreement”);




          WHEREAS, pursuant to the Settlement Agreement, the Pledgee has agreed to pay, at the
direction and for the benefit of Imperial PFC, the “Settlement Amount” (as defined in the
Settlement Agreement) to Ableco in full satisfaction of all amounts owed by Imperial PFC to Ableco
under the Financing Agreement and all other “Loan Documents” (as defined in the Financing
Agreement);




          WHEREAS, pursuant to the Settlement Agreement, Imperial PFC has agreed to reimburse the
Pledgee for the payment of such Settlement Amount plus accrued interest thereon, all on the terms
set forth in the Settlement Agreement;




          WHEREAS, the Pledgor owns one hundred percent (100%) of the “Equity Interests” as defined in
the Settlement Agreement) of Imperial PFC, as set forth in Schedule I hereto;




          WHEREAS, it is a condition precedent to the Pledgee paying the Settlement Amount to Ableco
pursuant to the Settlement Agreement that the Pledgor shall have executed and delivered to the
Pledgee a pledge to the Pledgee and a grant to the Pledgee of a security interest in and Lien on
the outstanding shares of the Equity Interests of Imperial PFC owned by the Pledgor and in which
the Pledgor has any interest at any time; and




          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.








1









 








          NOW, THEREFORE, in consideration of the premises and the agreements herein and in order to
induce the Pledgee to pay the Settlement Amount to Ableco pursuant to the Settlement Agreement, the
Pledgor agrees with the Pledgee, as follows:




          SECTION 1. Definitions. Reference is hereby made to the Settlement Agreement for a
statement of the terms thereof. All capitalized terms used in this Agreement and the recitals
hereto which are defined in the Settlement Agreement or in Article 8 or 9 of the Uniform Commercial
Code as in effect from time to time in the State of New York (the “Code”) 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 provided herein or as the Pledgee 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
Pledgee, and grants to the Pledgee 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
Persons 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 (A) the prompt payment by Imperial PFC, as and when due and






2









 







payable (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), of all amounts from time to time owing in respect of the Settlement Agreement or any
other Settlement Document, whether for payment of the Outstanding Reimbursement Amount, interest
thereon (including, without limitation, all interest that accrues after the commencement of any
Insolvency Proceeding with respect to Imperial PFC, whether or not a claim for post-filing interest
is allowed in such proceeding), fees, commissions, charges, expense reimbursements,
indemnifications or otherwise, and whether accruing before or subsequent to the commencement of any
Insolvency Proceeding with respect to Imperial PFC (notwithstanding the operation of the automatic
stay under Section 362(a) of the Bankruptcy Code), and (B) the due performance and observance by
Imperial PFC of its other obligations now or hereafter existing in respect of the Settlement
Documents (the obligations under the preceding clauses (A) and (B), collectively, the
“Obligations”), and (ii) agrees to pay any and all expenses (including reasonable counsel
fees and expenses) incurred by the Pledgee in enforcing any rights under this Agreement.




          (b) The security interest created hereby in the Pledged Collateral constitutes continuing
collateral security for (x) the 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 Settlement
Documents.




          (c) Notwithstanding anything to the contrary contained in this Agreement, the recourse of the
Pledgee 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 Pledgee contemporaneously with or prior to the execution and delivery of this
Agreement. All other certificates and instruments constituting Pledged Collateral from time to time
required to be pledged to the Pledgee, pursuant to the terms of this Agreement or the Settlement
Agreement (the “Additional Collateral”), shall be delivered to the Pledgee promptly upon,
but in any event within five (5) days of, receipt thereof by or on behalf of the Pledgor. All such
certificates and instruments shall be held by or on behalf of the Pledgee 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 Pledgee. If any Pledged Collateral consists of
uncertificated securities, unless the immediately following sentence is applicable thereto, the
Pledgor shall cause the Pledgee (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 Pledgee 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 Pledgee (or its custodian, nominee or other designee),
or cause the applicable securities intermediary to agree that it will comply with entitlement
orders by the Pledgee 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



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form of Annex I hereto (a “Pledge Amendment”), shall be delivered to the Pledgee
in respect of the Additional Collateral that must be pledged pursuant to this Agreement and the
Settlement Agreement. The Pledge Amendment shall from and after delivery thereof constitute part of
Schedule I hereto. The Pledgor hereby authorizes the Pledgee to attach each Pledge Amendment to
this Agreement and agrees that all certificates or instruments listed on any Pledge Amendment
delivered to the Pledgee shall for all purposes hereunder constitute Pledged Collateral and such
Pledgor shall be deemed upon delivery thereof to have made the 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-oft) 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 Pledgee, shall segregate it from
the Pledgor’s other property and shall deliver it forthwith to the Pledgee, in the exact form
received, with any necessary endorsement and/or appropriate stock powers duly executed in blank, to
be held by the Pledgee 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, (iii) 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 (iv) do not and will not result 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 (5) 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 (5) years preceding the Effective Date.



4









 





               (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 with the prior
written consent of the Pledgee). Except as noted in Schedule I hereto, the Pledged Shares
constitute 100% of the issued shares of Equity Interests of the Pledged Issuers as of the date
hereof. 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.



               (0 The exercise by the Pledgee of any of its rights and remedies
hereunder will not contravene any law or any contractual restriction binding on or otherwise
affecting the Pledgor or any of its properties 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 or
the other Settlement Documents.



               (g) No authorization or approval or other action by, and no notice to or filing with, any
Governmental Authority or other regulatory body, or any other Person, is required 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 Pledgee as secured party and describing the Pledged Collateral, to perfect
the Pledgee’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 Pledgee of any of its rights
and remedies hereunder, except, in the case of this clause (iii), 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 legal, valid and enforceable Lien in favor of the Pledgee in the
Pledged Collateral, as security for the Obligations. The Pledgee’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 made or taken, except for (i) the filings and recordations described in
Section 5(g) hereof and (ii) the Pledgee’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, (ii) investment company securities
within the meaning of Section 8-103 of the UCC and (iii) evidenced by a certificate.



5









 





               (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.



          SECTION 6. Covenants as to the Pledged Collateral. So long as any of the
Obligations (whether or not due) shall remain outstanding or prior to the termination of all
Settlement Documents, the Pledgor will, unless the Pledgee shall otherwise consent in writing:




               (a) keep adequate records concerning the Pledged Collateral and permit the Pledgee 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 Settlement Agreement;



               (b) at the Pledgor’s expense, promptly deliver to the Pledgee 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 Pledgee’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 Pledgee 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 Pledgee
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 Pledgee 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
Settlement 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 Settlement 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 Settlement Agreement;



6









 





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



               (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
Settlement Agreement or the other Settlement 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 Pledgee gives the Pledgor notice that, in the Pledgee’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 Pledgee at least five (5) Business Days’ written 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 paid in respect of the Pledged Collateral to the extent
permitted by the Settlement 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 Settlement Agreement, shall be, and shall forthwith be delivered
to the Pledgee, 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
Pledgee, shall be segregated from the other property or funds of the Pledgor, and shall be
forthwith delivered to the Pledgee in the exact form received with any necessary endorsement
and/or appropriate stock powers duly executed in blank, to be held by the Pledgee as Pledged
Collateral and as further collateral security for the Obligations; and



                    (iii) the Pledgee 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,



7









 







interest and/or other distributions which it is authorized to receive and retain pursuant to
Section 7(a)(ii) hereof.



               (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 that 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 Pledgee 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, distributions and
interest payments;



                    (ii) without limiting the generality of the foregoing, the Pledgee 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
any Pledged Issuer, or upon the exercise by any 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 that 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 Pledgee, shall be segregated from other funds of the
Pledgor, and shall be forthwith paid over to the Pledgee 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 Pledgee 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 that the Pledgee may deem necessary or advisable to accomplish the
purposes of this Agreement, the Pledgor (i) authorizes the Pledgee 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 in any appropriate filing office, (ii) authorizes the
Pledgee to file any financing statements required hereunder or under any other Settlement Document,
and any continuation statements or amendments 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.



8









 





               (b) The Pledgor hereby irrevocably appoints the Pledgee 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 Pledgee’s discretion, to take any action and to execute any
instrument that the Pledgee 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 payment, 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 the date on which all of the Obligations are indefeasibly paid in full
after the termination of each of the Settlement Documents.



               (c) If the Pledgor fails to perform any agreement or obligation contained herein, the Pledgee
may itself perform, or cause performance of, such agreement or obligation, in the name of the
Pledgor or the Pledgee, and the expenses of the Pledgee 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 Pledgee 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 Pledgee shall be deemed to have
exercised reasonable care in the custody and preservation of the Pledged Collateral in its
possession if such Pledged Collateral is accorded treatment substantially equal to that which the
Pledgee accords its own property, it being understood that the Pledgee 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 Pledgee
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. The Pledgee shall not be liable
or responsible for any loss or damage to any of the Pledged Collateral, or for any diminution in
the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding
agency, consignee or other agent or bailee selected by the Pledgee in good faith.



               (e) The powers conferred on the Pledgee hereunder are solely to protect its interest in the
Pledged Collateral and shall not impose any duty upon the Pledgee 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 Pledgee 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 Pledgee may at any time in its discretion (i) without notice to the Pledgor, transfer
or register in the name of the Pledgee 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.



9









 





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




               (a) The Pledgee 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 Pledgee may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale
or any other disposition of the Pledged Collateral shall be required by law, at least five (5)
Business Days’ prior written 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 or other
disposition of the Pledged Collateral is to be made shall constitute reasonable notification. The
Pledgee shall not be obligated to make any sale or other disposition of Pledged Collateral
regardless of whether or not notice of sale has been given. The Pledgee 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 Pledgee determines to exercise its right to sell all or any part of
the Pledged Collateral pursuant to Section 9(a) hereof, the Pledgor will, at the Pledgor’s expense
and upon request by the Pledgee: (i) execute and deliver, and vote in favor of causing the issuer
of such 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 Pledgee, advisable to register such Pledged Collateral under
the provisions of 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 Pledgee, are necessary or advisable, all in conformity with the requirements
of the Securities Act and the rules and regulations of the SEC applicable thereto, (ii) vote in
favor of causing the issuer of such Pledged Collateral to qualify such 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 Pledgee, (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 such 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 Pledgee 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
Pledgee 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 prices and on terms less



10









 







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 Pledgee 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 (15) 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 Pledgee may, in such event, bid for the purchase of such securities.



               (d) Any cash held by the Pledgee (or its agent or designee) as Pledged
Collateral and all cash proceeds received by the Pledgee (or its agent or designee) 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 Pledgee, be held by the Pledgee (or its agent or
designee) as collateral for, and/or then or at any time thereafter applied (after payment of any
amounts payable to the Pledgee pursuant to Section 10 hereof) in whole or in part by the Pledgee
against, all or any part of the Obligations in such order as the Pledgee shall elect, consistent
with the provisions of the Settlement Agreement. Any surplus of such cash or cash proceeds held by
the Pledgee (or its agent or designee) and remaining after indefeasible payment in full of all of
the Obligations after all of the Settlement Documents 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 Pledgee is legally entitled, the
Pledgor shall be liable for the deficiency, together with interest thereon at the highest rate
specified in the Settlement Agreement for interest on the Outstanding Reimbursement Amount 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 Pledgee to
collect such deficiency.



          SECTION 10. Indemnity and Expenses.




               (a) The Pledgor agrees to defend, protect, indemnify and hold
harmless the Pledgee (and all of its 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 or relate to or are in
connection with this Agreement (including, without limitation, 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 Pledgee upon demand the amount
of any and all costs and expenses, including the fees, costs, expenses and disbursements of the
Pledgee’s counsel and of any experts and agents, which the Pledgee may incur in connection with
(i) the preparation, negotiation, execution, delivery, recordation, administration, 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 Pledgee 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 Imperial PFC, at its address specified in Section 11.01 of the
Settlement Agreement; or if to the Pledgee, to it at its address specified in Section 11.01 of the
Settlement 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 Pledgee, 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 Settlement 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 Settlement Agreement or any other Settlement 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 that 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 (including any Schedule attached hereto)
shall be effective unless it is in writing and signed by the Pledgee, and no waiver of any
provision of this Agreement, and no consent to any departure by the Pledgor therefrom, shall be
effective unless it is in writing and signed by the Pledgee, 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 the Pledgee to exercise, and no delay in exercising, any right
hereunder or under any Settlement Document shall operate as a waiver thereof; nor shall any single
or partial exercise of any such right preclude any other or further



12









 




exercise thereof or the exercise of any other right. The rights and remedies of the Pledgee
provided herein and in the other Settlement Documents are cumulative and are in addition to, and
not exclusive of, any rights or remedies provided by law. The rights of the Pledgee under any
Settlement Document against any party thereto are not conditional or contingent on any attempt by
the Pledgee to exercise any of its 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 Settlement Documents and (ii) be
binding on each Pledgor and, by its acceptance hereof, the Pledgee, and its successors and assigns,
and shall inure to the benefit of the Pledgee and its successors, transferees and assigns. Without
limiting the generality of clause (ii) of the immediately preceding sentence, without notice to the
Pledgor, the Pledgee may assign or otherwise transfer its rights and obligations under this
Agreement and any other Settlement Document to any other Person, and such other Person shall
thereupon become vested with all of the benefits in respect thereof granted to the Pledgee herein
or otherwise. Upon any such assignment or transfer, all references in this Agreement to the Pledgee
shall mean or include, as the case may be, the assignee of the Pledgee. None of the rights or
obligations of the Pledgor hereunder may be assigned or otherwise transferred without the prior
written consent of the Pledgee, and any such assignment or transfer without such consent shall be
null and void.



               (e) Upon the satisfaction in full of the Obligations after the termination of each of the
Settlement Documents, (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
Pledgee will, upon the Pledgor’s request and at the Pledgor’s expense, without any recourse,
representation or warranty whatsoever, (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 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 of such
counterparts taken together 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 HERETO 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 PLEDGEE 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 SETTLEMENT DOCUMENT, OR ANA’ 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:  	 	 
	 	 	Name:  	Jonathan Neuman 	 
	 	 	Title:  	President
 	 
	 
	 	Address:  
 

701 Park of Commerce Blvd., Suite 301

Boca Raton, Florida 33487

Telecopy No.: (561) 995-4203 	 



Pledge and Security Agreement









15









 








SCHEDULE I




Pledged Shares



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pledgor	 	Name of Issuer	 	Number of Shares	 	Class	 	Certificate Number
	Imperial Premium
Finance, LLC

	 	Imperial PFC
Financing, LLC
	 	 	100	 	 	Common
	 	 	1	 






Sched. I-1









 









 








SCHEDULE II



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
	 	Florida
	 	 	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
	 	Florida
	 	 	33487	 






Sched. II-1








 









 








SCHEDULE III




Filing Offices



	 	 	 
	Name	 	Filing Office
	Imperial Premium Finance, LLC

	 	Florida Secured Transaction Registry






Sched. III-1











 










 







ANNEX I




PLEDGE AMENDMENT



          This Pledge
Amendment, dated as of                                         ,
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 Pledge and Security Agreement by and between
Imperial Premium Finance, LLC and Lexington Insurance Company, dated as of September 8, 2010, as
it may heretofore have been or hereafter may be amended, restated, supplemented, modified or
otherwise changed 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 Pledgee 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:  	 	 
	 



	 	 	 	 	 
	LEXINGTON INSURANCE COMPANY, 

as Pledgee

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



Annex I-1





 











 





EXHIBIT D




Loan Documentation Package



On file with Lexington.



 









 





EXHIBIT E




Form of Acknowledgement Letter — Restricted (Blocked) Account Agreement



[see attached]



 









 





Execution Copy




Imperial PFC Financing, LLC

500 North Michigan Avenue, Suite 300

Chicago, Illinois 60611




September 8, 2010



SunTrust Bank

501 South Flagler Drive

West Palm Beach, Florida 33401

Attention: Juan Carlos Tagle, Vice President




With a copy to:




SunTrust Bank

7818 Parham Road, Mail Code CS-RIC-4219

Richmond, Virginia 23261

Attention: Jody Trice




Re: Restricted (Blocked) Account Agreement



Ladies and Gentlemen:




     Reference is hereby made to the Restricted (Blocked) Account Agreement, dated as of August
2008 (as amended, supplemented or otherwise modified prior to the date hereof, the “SunTrust
Account Agreement”), by and among Ableco Finance, LLC, a Delaware limited liability company, as
the secured party, Imperial PFC Financing, LLC (the “Borrower”) and SunTrust Bank
(“SunTrust”).



     Each of the parties hereto (i) acknowledges receipt of the Termination Direction Letter, dated
as of September 8, 2010, attached as Exhibit A hereto (the “Termination Direction
Letter”), pursuant to which Ableco Finance LLC, a Delaware limited liability company
(“Ableco”), notified each of the Borrower and SunTrust that Ableco consents to and
acknowledges the termination of the SunTrust Account Agreement and (ii) acknowledges and agrees
that pursuant to the Termination Direction Letter, the SunTrust Account Agreement has terminated.



     THIS LETTER AGREEMENT FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF (OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     This letter agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be



 









 




deemed to be an original and all of which when taken together shall constitute but one and the
same instrument. A facsimile or PDF copy of any signature hereto shall be deemed the original
thereof and shall be effective as delivery of a manually executed counterpart of this letter
agreement.




	 	 	 	 	 
	 	Very truly yours,



IMPERIAL PFC FINANCING, LLC,

as the Borrower

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 


	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:



SUNTRUST BANK

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 

	cc:

	 	Foley & Lardner LLP

One Independent Drive, Suite 1300

Jacksonville, Florida 32202

Attention: Robert S. Bernstein, Esq.
	 
	 	 
	 

	 	Lexington Insurance Company

180 Maiden Lane, 19th Floor

New York, New York 10038

Attn: Surveillance Department
	 
	 	 
	 

	 	Risk Finance

180 Maiden Lane, 19th Floor

New York, New York 10038

Attn: Division General Counsel






SunTrust Account Agreement Acknowledgement Letter



 









 






EXHIBIT A




TERMINATION DIRECTION LETTER




[SEE EXHIBIT M]





 











 




[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.




EXHIBIT F




Form of Release and Reimbursement Letter Agreement



[see attached]



 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.



Execution Copy




IMPERIAL PREMIUM FINANCE, LLC




701 Park of Commerce Blvd., Ste. 301



Boca Raton, FL 33487



September 8, 2010




Imperial PFC Financing, LLC

500 N. Michigan Ave., Suite 300

Chicago, IL 60611




Lexington Insurance Company

180 Maiden Lane, 19th Floor

New York, New York 10038




          Re: Ableco Financing Agreement; Omnibus Claims Settlement Agreement



Ladies and Gentlemen:




     This Release and Reimbursement Letter Agreement (the “Letter Agreement”) is entered into as of
September 8, 2010 (the “Reimbursement Date”), by and among Imperial PFC Financing, LLC, an Illinois
limited liability company (including its successors and permitted assigns hereunder, “Imperial
PFC”), Lexington Insurance Company, a Delaware property and casualty insurance company (including
its successors and permitted assigns hereunder, “Lexington”) and Imperial Premium Finance, LLC, a
Florida limited liability company (including its successors and permitted assigns hereunder,
“Imperial Premium Finance”).



     Reference is made to that certain Financing Agreement dated as of August 7, 2008 (as amended,
supplemented or otherwise modified prior to the date hereof, the “Financing Agreement”), that was
entered into by and between Imperial PFC, as borrower, the lenders from time to time party thereto,
including Ableco Finance LLC, a Delaware limited liability company (each, a “Lender” and
collectively, the “Lenders”), Ableco Finance LLC, a Delaware limited liability company, as
collateral agent for the Lenders (in such capacity, the “Collateral Agent”), and Ableco Finance
LLC, a Delaware limited liability company, as administrative agent for the Lenders (in such
capacity, the “Administrative Agent” and together with its capacities as Lender and Collateral
Agent, collectively, “Ableco”). Under the terms of the Financing Agreement and the Loan Documents,
various third party fees and expenses, including Servicing Fees and bank charges (“Financing
Agreement Fees”), were permitted and required to be paid out of Collections in the order and
priority set forth in Section 2.05(d) of the Financing Agreement or otherwise by Imperial PFC out
of its own resources. In addition, in connection with the Payoff Letter, dated as of the date
hereof, from Ableco and acknowledged and agreed to by Imperial PFC, certain legal fees and expenses
were required to be paid by Imperial PFC to Schulte Roth & Zabel LLP on or before September 8, 2010
(the “Legal Fees” and together with the Financing Agreement Fees, the “Third Party Fees”).



 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.




     Imperial Premium Finance, the sole member of Imperial PFC, paid the Third Party Fees on behalf
of Imperial PFC prior to the date of this Letter Agreement (the “Advances”). Imperial PFC hereby
agrees to reimburse Imperial Premium Finance for all Third Party Fees paid by Imperial Premium
Finance through the Effective Date, as such term is defined in the Omnibus Claims Settlement
Agreement between Imperial PFC and Lexington, dated as of September 8, 2010 (the “Settlement
Agreement”). Such reimbursement, together with interest at the rate of [*] percent ([*]%) per annum
from the date of each Advance, shall be made on the Effective Date.



     The parties hereto further agree and acknowledge that the making of the Advances shall not
constitute a default, event of default or Event of Default under the Settlement Agreement, the
Financing Agreement or any other agreement, instrument, and other document executed and delivered
pursuant thereto and the parties waive, to the fullest extent possible any claim or assertion that
the making of the Advances constitutes a breach of a representation, warranty or covenant under the
Settlement Agreement, the Financing Agreement or any other agreement, instrument, and other
document executed and delivered pursuant thereto.



     Capitalized terms used but not defined herein shall have the respective meanings assigned to
them in the Financing Agreement.



     THIS LETTER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE
STATE OF NEW YORK, INCLUDING GENERAL OBLIGATIONS LAW SECTION 5-1401, BUT OTHERWISE WITHOUT REGARD
TO CONFLICTS OF LAWS PRINCIPLES.



     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.



     This Letter Agreement may be amended, modified, supplemented or terminated only by a written
instrument signed by all parties hereto.



[SIGNATURES FOLLOW ON NEXT PAGE]








 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.





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



	 	 	 	 	 
	 	Very truly yours,



IMPERIAL PREMIUM FINANCE, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	AGREED AND ACCEPTED	 
	 
	IMPERIAL PFC FINANCING, LLC
 	 
	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



	 	 	 	 	 
	LEXINGTON INSURANCE COMPANY

 	 
	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 



Release and Reimbursement Letter Agreement




 











 





EXHIBIT G




Form of Payoff Letter



[see attached]



 









 





EXECUTION COPY




September 8, 2010




	 	 	 
	Imperial PFC Financing, LLC

	 	Lexington Insurance Company
	500 North Michigan Avenue, Suite 300

	 	180 Maiden Lane, 19th Floor
	Chicago, Illinois 60611

	 	New York, New York 10038
	 

	 	Attention: Surveillance Department
	 
	 	 
	With a copy to:

	 	With a copy to:
	 
	 	 
	Foley & Larder LLP

	 	Risk Finance
	One Independent Drive, Suite 1300

	 	180 Maiden Lane, 19th Floor
	Jacksonville, Florida 32202

	 	New York, New York 10038
	Attention: Robert S. Bernstein, Esq.

	 	Attention: Division General Counsel






Re: Financing Agreement



Ladies and Gentlemen:




     Reference is hereby made to the Financing Agreement, dated as of August 7, 2008 (as amended,
supplemented or otherwise modified prior to the date hereof, the “Agreement”), among
Imperial PFC Financing, LLC, an Illinois limited liability company (the “Borrower”), the
lenders from time to time party thereto, including Ableco Finance LLC, a Delaware limited liability
company (each, a “Lender” and collectively, the “Lenders”), Ableco Finance LLC, a
Delaware limited liability company, as collateral agent for the Lenders (in such capacity, the
“Collateral Agent”), and Ableco Finance LLC, a Delaware limited liability company, as
administrative agent for the Lenders (in such capacity, the “Administrative Agent” and
together with its capacities as Lender and Collateral Agent, collectively, “Ableco”). All
terms used herein and not otherwise defined shall have the respective meanings ascribed thereto in
the Agreement.



     Ableco has been advised that the Borrower wishes to (x) repay in full and completely discharge
the Obligations under the Agreement and the other Loan Documents and (y) terminate the Agreement.
By its acknowledgment below, the Borrower (i) confirms that no Notice of Borrowing is outstanding
as of the date of this letter agreement, and (ii) agrees that it shall not request, and Ableco
shall have no obligation to fund, any Loan from and after the date of this letter agreement.



     The amount required to repay in full and completely discharge the Obligations under the
Agreement and the other Loan Documents at or before 12:00 noon (New York City time) on September 8,
2010 is $63,976,942.31 (the “Expected Payoff Amount”) in immediately available funds,
which, if not paid by such day and time, shall be increased by an amount equal to $29,224.90 per
day in respect of accrued interest in accordance with the terms of the Agreement (such amount,
after giving effect to any such adjustment, the “Payoff Amount”). The components of the
Payoff Amount are described on Schedule I attached hereto. The entire Payoff



 









 




Amount shall be remitted by wire transfer to the applicable accounts designated on
Schedule II attached hereto.




     Upon its receipt of the Payoff Amount, Ableco agrees:



     (a) to disburse such funds to the appropriate parties for immediate application to the
Obligations in accordance with the terms of the Agreement; and



     (b) if, at any time on or after the date the Payoff Amount is received by Ableco, Ableco
receives from any Person any amounts relating to the Agreement or any other Loan Document or the
transactions contemplated thereby, it will promptly, but in any event not later than three (3)
Business Days after receipt thereof, remit such amounts to the Borrower.



     Such day on which the Payoff Amount is received in the applicable accounts on Schedule
II attached hereto on or before 12:00 noon (New York City time) shall be the Final Maturity
Date under the Agreement.



     Upon receipt of the Payoff Amount in full as provided above:



     (i) the Obligations shall be repaid in full and completely discharged;



     (ii) the Agreement and each other Loan Document (including, without limitation, the Collateral
Agency Agreement, the Cash Management Agreement (as defined below), the Backup Servicing Agreement
(as defined below), the Landlord’s Waiver (as defined below) and the SunTrust Account Agreement (as
defined below)) other than the Initial Servicing Agreement shall be terminated;



     (iii) the Borrower shall have no further obligations or liabilities to Ableco under the
Agreement or any other Loan Document; provided, that obligations of the Borrower to Ableco
that expressly survive termination of the Agreement or any other Loan Document shall survive
termination of the Agreement and the other Loan Documents terminated in accordance with clause (ii)
of this paragraph;



     (iv) Ableco shall automatically relinquish any and all of its rights with respect to the
Master Participation Agreement, any Insurance Premium Loan Sale and Assignment Agreement, the
Initial Servicing Agreement and the Borrower Operating Agreement (as defined below);



     (v) all Liens of Ableco in the Collateral and any other property granted to or for the benefit
of Ableco to secure the Obligations of the Borrower pursuant to the Agreement and the other Loan
Documents shall automatically terminate and be released;



     (vi) Ableco shall promptly thereafter return to the Equity Guarantor all materials (other than
the Guarantor Security Agreement) delivered to Ableco pursuant to Section 5.01(d)(ii) of the
Agreement, including, without limitation, the original membership interest certificates
representing all of the membership interests of the Borrower owned by the Equity Guarantor and any
accompanying undated transfer powers executed in blank and other proper instruments of transfer
previously delivered to Ableco pursuant to Section 5.01(d)(ii) of the Agreement, in each case
without recourse to the Agents, the Lenders or any of their respective



 









 




participants, without any representation or warranty of any kind, express or implied, and at
the sole cost and expense of the Borrower;




     (vii) Ableco shall promptly thereafter deliver to the Borrower an executed Termination
Direction Letter, substantially in the form of Exhibit A attached hereto, without recourse
to the Agents, the Lenders or any of their respective participants, without any representation or
warranty of any kind, express or implied, and at the sole cost and expense of the Borrower;



     (viii) Ableco or its legal counsel or other representative shall, at the sole cost and expense
of the Borrower, promptly thereafter deliver and, where applicable, execute and endorse such
agreements, documents and instruments evidencing or effecting the release of the security
interests and Liens in the Collateral and any other property granted to or for the benefit of
Ableco to secure the Obligations of the Borrower pursuant to the Agreement and the other Loan
Documents as may be reasonably requested and prepared from time to time by the Borrower and
reasonably acceptable to Ableco as to form and to substance, in each case without recourse to the
Agents, the Lenders or any of their respective participants, without any representation or warranty
of any kind, express or implied;



     (ix) Ableco irrevocably authorizes the Borrower and its agents, representatives and designees
to prepare and execute on Ableco’s behalf or to request or file UCC-3 termination statements
(without Ableco’s signature to the extent authorized under applicable law) for each UCC or other
filing relating to security interests and Liens in the Collateral and any other property granted to
or for the benefit of Ableco to secure the Obligations of the Borrower pursuant to the Agreement
and the other Loan Documents, in each case without recourse to the Agents, the Lenders or any of
their respective participants, without any representation or warranty of any kind, express or
implied, and at the sole cost and expense of the Borrower; and



     (x) Ableco irrevocably authorizes the Borrower and its agents, representatives and designees
to deliver a copy of this letter agreement to any person to notify such person of the foregoing, in
each case without recourse to the Agents, the Lenders or any of their respective participants,
without any representation or warranty of any kind, express or implied, and at the sole cost and
expense of the Borrower.



     As used above, the following terms have the meaning ascribed to them below:




     (1) “Backup Servicing Agreement” means the Backup Servicing Agreement, dated as
of August 18, 2008 (as amended, supplemented or otherwise modified prior to the date
hereof), by and among the Borrower, the Originator and Wells Fargo Bank, National
Association, a national banking association;




     (2) “Borrower Operating Agreement” means the Limited Liability Company
Agreement of Imperial PFC Financing, LLC, dated as of July 22, 2008 (as amended,
supplemented or otherwise modified prior to the date hereof), by and between Imperial
Premium Finance, LLC, a Florida limited liability company, and Donald J. Puglisi;




     (3) “Cash Management Agreement” means the Deposit Account Control Agreement,
dated as of September 11, 2008 (as amended, supplemented or otherwise modified prior to the
date hereof), by and among Wells Fargo Bank, N.A. (as successor



 









 







by merger to Wachovia Bank, National Association), the Borrower and Ableco Finance LLC,
a Delaware limited liability company, as agent for certain lenders;




     (4) “Landlord” means Commerce Realty;




     (5) “Landlord’s Waiver” means the Landlord’s Waiver and Consent, dated as of
August 7, 2008 (as amended, supplemented or otherwise modified prior to the date hereof), by
and between the Landlord and Ableco Finance LLC, a Delaware limited liability company, as
Administrative Agent and Collateral Agent; and




     (6) “SunTrust Account Agreement” means the Restricted (Blocked) Account
Agreement, dated as of August 2008 (as amended, supplemented or otherwise modified prior to
the date hereof), by and among Ableco Finance, LLC, a Delaware limited liability company, as
the secured party, the Borrower and SunTrust Bank.



     By executing and delivering this letter agreement, Ableco makes no representation or warranty
and assumes no responsibility with respect to the Collateral or any other property granted to or
for the benefit of Ableco to secure the Obligations of the Borrower pursuant to the Loan Documents.
The Borrower hereby agrees that the Borrower shall have no recourse against Ableco or any of its
Affiliates with respect to the Collateral or any other property granted to or for the benefit of
Ableco to secure the Obligations of the Borrower pursuant to the Loan Documents or any portion
thereof sold, assigned, transferred and reconveyed pursuant hereto.



     The Borrower hereby releases and discharges the Agents, the Lenders and each of their
successors, assignees, participants, officers, directors, members, affiliates, advisors, attorneys,
agents and employees (the “Releasees”), from any and all duties, liabilities, damages,
costs and expenses, obligations, claims, demands, accounts, actions, causes of actions, suits, and
counterclaims, at law or in equity, that it at any time had or has or that its successors and
assigns hereafter may have against any Releasee that arises under, or in connection with, or that
otherwise relates, directly or indirectly, to the Agreement, any other Loan Document, or to any
acts or omissions of any such Releasee in connection with any of the foregoing. As to each and
every claim released hereunder, the Borrower hereby represents that it has received the advice of
legal counsel with regard to the releases contained herein, and having been so advised,
specifically waives the benefit of any rule or law which provides as follows:




“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED
HIS SETTLEMENT WITH THE DEBTOR”.



     The Borrower hereby waives, as to each and every claim released hereunder, the benefit of each
other similar provision of applicable federal or state law (including, without limitation, the laws
of the State of New York), if any, pertaining to general releases after having been advised by its
legal counsel with respect thereto.



 









 





     The Borrower hereby agrees that upon receipt of the Payoff Amount, the Agents, the Lenders and
their respective participants, if any, shall have no further (A) commitment to provide loans or
other financial accommodations under the Agreement or the other Loan Documents and (B) obligation,
duty or responsibility under the Agreement, any other Loan Document or any other document or
agreement executed and/or delivered in connection therewith, except as expressly set forth in this
letter agreement.



     Notwithstanding anything to the contrary contained herein, nothing in this letter agreement
shall terminate or otherwise impair the Obligations with respect to the indemnification and expense
reimbursement provisions of the Loan Documents and the payment of all amounts owing thereunder
(including, without limitation, Sections 12.04 and 12.15 of the Agreement).



     The Borrower shall pay on demand all of the fees, costs and expenses incurred by the Agents
and the Lenders (including, without limitation, the fees, costs and expenses of counsel to the
Agents and the Lenders) in connection with the preparation, execution, delivery and performance of
this letter agreement, provided that all such fees, costs and expenses incurred on or before the
date hereof are included in, and shall be satisfied by the payment of, the Payoff Amount as of
September 8, 2010.



     If any payment or transfer (or any portion thereof) to any Agent, any Lender or any of their
respective participants shall be subsequently invalidated, declared to be fraudulent or a
fraudulent conveyance or preferential, avoided, rescinded, set aside or otherwise required to be
returned or repaid, whether in bankruptcy, reorganization, insolvency or similar proceedings
involving the Borrower or otherwise, then such payment or transfer shall immediately be reinstated,
without need for any action by any Person, and shall be enforceable against the Borrower and its
successors and assigns as if such payment had never been made (in which case this letter agreement
shall in no way impair the claims of the Agents, the Lenders and their respective participants with
respect to such payment or transfer).



     THIS LETTER AGREEMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW
YORK AND FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF (OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     This letter agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which when taken together shall constitute but one and the same instrument.
A facsimile or PDF copy of any signature hereto shall be deemed the original thereof and shall be
effective as delivery of a manually executed counterpart of this letter agreement. The Borrower
confirms its agreement to the terms and provisions of this letter agreement by returning to Ableco
a signed counterpart of this letter agreement. This letter agreement may be amended, modified or
waived only in a writing signed by Ableco and the Borrower.



 









 





     If the Payoff Amount is not received on or before 5:00 pm (New York City time) on September
10, 2010, this letter agreement shall automatically terminate and shall have no further force or
effect.



[Signature page follows]








 









 








     This letter agreement shall become effective on and as of the Final Maturity Date when it
shall have been executed and delivered by each of the parties hereto and thereafter shall be
binding upon and inure to the benefit of each of the parties hereto and their respective successors
and permitted assigns and no other Person shall have any rights herein as a third party beneficiary
or otherwise.



	 	 	 	 	 
	 	Very truly yours,



ABLECO FINANCE LLC,

as Lender, Collateral Agent and Administrative
Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:




IMPERIAL PFC FINANCING, LLC,

as Borrower

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



Payoff Letter





 









 








SCHEDULE 1



PAYOFF AMOUNT




	 	 	 	 	 
	Aggregate principal amount of the outstanding
Revolving Loans as of September 8, 2010
	 	$	971,797.54	 
	Accrued and unpaid interest on such aggregate
principal amount of the outstanding Revolving
Loans as of September 8, 2010
	 	$	3,117.85	 
	Aggregate principal amount of the outstanding
Term Loans as of September 8, 2010
	 	$	62,791,611.00	 
	Accrued and unpaid interest on such aggregate
principal amount of the outstanding Term Loans
as of September 8, 2010
	 	$	201,456.42	 
	Legal fees and expenses through September 8,
2010 (To be wired to Schulte Roth & Zabel LLP)
	 	$	8,959.50	 
	Total
	 	$	63,976,942.31	1








 




			
	1	 	Subject to a per diem amount of $29,224.90
for each day after 12:00 noon (New York City time) on September 8, 2010 until
the adjusted Payoff Amount is received in respect of daily accruals of interest
and fees




 









 










SCHEDULE II




ABLECO DESIGNATED ACCOUNT FOR PRINCIPAL AND INTEREST ON

THE TERM LOANS AND REVOLVING LOANS 



	 	 	 
	Name of the bank:

	 	
	ABA# of the bank:

	 	          
	Name of the account:

	 	CDO Wire
	Account #:

	 	          
	Payee’s Federal tax ID:

	 	          
	Sub-Account Name:

	 	Ableco Finance LLC Collection
	Sub-Account Number:

	 	          
	Reference Data:

	 	Imperial PFC Financing, LLC
	Bank contact name and phone number:

	 	
	Payee contact name and phone number:

	 	






SCHULTE ROTH & ZABLE LLP DESIGNATED ACCOUNT FOR LEGAL

FEES AND EXPENSES 




	 	 	 

	Name of the bank:

	 	
	 

	 	
	 

	 	
	 
	 	 
	ABA# of the bank:

	 	          
	 
	 	 
	Name of the account:

	 	Schulte Roth & Zabel LLP
	 

	 	Attorney Business Account
	 

	 	Account #:          
	Reference Data:

	 	          







 











 





EXHIBIT A




TERMINATION DIRECTION LETTER




[SEE ATTACHED]



 









 





Ableco Finance LLC

299 Park Avenue, 23rd Floor

New York, New York 10171




September 8, 2010



	 	 	 

	Imperial PFC Financing, LLC

	 	Wells Fargo Bank, N.A.
	500 North Michigan Avenue, Suite 300

	 	c/o Wachovia Bank
	Chicago, Illinois 60611

	 	Mail Code D 1129-072
	 

	 	301 South Tryon Street—Floor M7
	 

	 	Charlotte, North Carolina 28282
	 

	 	Attention: Commercial DDA—Legal Risk
	 

	 	Mgmt DACA Team, Designated Office
	 
	 	 
	With a copy to:

	 	With a copy to:
	 
	 	 
	Foley & Larder LLP

	 	Wells Fargo Bank, N.A.
	One Independent Drive, Suite 1300

	 	c/o Wachovia Bank
	Jacksonville, Florida 32202

	 	350 East Las Olas Boulevard, Suite 1800
	Attention: Robert S. Bernstein, Esq.

	 	Fort Lauderdale, Florida 33301
	 

	 	MAC Z6074-011
	 

	 	Attention: Douglas E. Roberts, Senior Vice
	 

	 	President, Senior Relationship Manager,
	 

	 	Commercial Banking
	 
	 	 
	Imperial Premium Finance, LLC

	 	SunTrust Bank
	701 Park of Commerce Boulevard, Suite 301

	 	501 South Flagler Drive
	Boca Raton, Florida 33487

	 	West Palm Beach, Florida 33401
	 

	 	Attention: Juan Carlos Tagle, Vice President
	 
	 	 
	Portfolio Financial Servicing Company

2121 S.W. Broadway, Suite 200

Portland, Oregon 97201

	 	With a copy to:


SunTrust Bank

7818 Parham Road, Mail Code CS-RIC-4219
	 

	 	Richmond, Virginia 23261
	 

	 	Attention: Jody Trice
	 
	 	 
	Wells Fargo Bank, N.A.
	 	 
	6th & Marquette, MAC N9311-161
	 	 
	Minneapolis, Minnesota 55479
	 	 
	 
	 	 
	Commerce Realty
	 	 
	10957-A North Military Trail
	 	 
	Palm Beach Gardens, Florida 33410
	 	 
	Attention: Gale Jackson, Property Manager
	 	 






 









 






Re: Financing Agreement



Ladies and Gentlemen:




     Reference is hereby made to the following agreements:




	 	1.	 	the Financing Agreement, dated as of August 7, 2008 (as amended, supplemented
or otherwise modified prior to the date hereof, the “Agreement”), among
Imperial PFC Financing, LLC, an Illinois limited liability company (the
“Borrower”), the lenders from time to time party thereto, including Ableco
Finance LLC, a Delaware limited liability company (each, a “Lender” and
collectively, the “Lenders”), Ableco Finance LLC, a Delaware limited liability
company, as collateral agent for the Lenders (in such capacity, the “Collateral
Agent”), and Ableco Finance LLC, a Delaware limited liability company, as
administrative agent for the Lenders (in such capacity, the “Administrative
Agent” and together with its capacities as Lender and Collateral Agent,
collectively, “Ableco”);
	 
	 	2.	 	the Master Participation Agreement, dated as of August 7, 2008 (as amended,
supplemented or otherwise modified prior to the date hereof, the “Master
Participation Agreement”) by and between Imperial Premium Finance, LLC a Florida
limited liability company (the “Originator”), and the Borrower;
	 
	 	3.	 	each Insurance Premium Loan Sale and Assignment Agreement by and between the
Originator and the Borrower (each, as amended, supplemented or otherwise modified prior
to the date hereof, a “Loan Sale and Assignment Agreement”);
	 
	 	4.	 	the Servicing Agreement, dated as of August 7, 2008 (as amended, supplemented
or otherwise modified prior to the date hereof, the “Initial Servicing
Agreement”), by and between Portfolio Financial Servicing Company, a Delaware
corporation (in such capacity, the “Initial Servicer”) and the Borrower;
	 
	 	5.	 	the Backup Servicing Agreement, dated as of August 18, 2008 (as amended,
supplemented or otherwise modified prior to the date hereof, the “Backup Servicing
Agreement”), by and among the Borrower, the Originator and Wells Fargo Bank,
National Association, a national banking association (the “Backup Servicer”);
	 
	 	6.	 	the Collateral Agency Agreement, dated as of August 7, 2008 (as amended,
supplemented or otherwise modified prior to the date hereof, the “Collateral Agency
Agreement”), by and among the Borrower, the Originator, Portfolio Financial
Servicing Company, a Delaware corporation (in such capacity, the “Insurance
Collateral Agent”), and Ableco Finance LLC, a Delaware limited liability company,
as Collateral Agent;
	 
	 	7.	 	the Deposit Account Control Agreement, dated as of September 11, 2008 (as
amended, supplemented or otherwise modified prior to the date hereof, the “Cash





 









 












	 	 	 	Management Agreement”) by and among Wells Fargo Bank, N.A., as successor by
merger to Wachovia Bank, National Association (the “Cash Management Bank”),
the Borrower and Ableco Finance LLC, a Delaware limited liability company, as agent
for certain lenders;
	 
	 	8.	 	the Landlord’s Waiver and Consent, dated as of August 7, 2008 (as amended,
supplemented or otherwise modified prior to the date hereof, the “Landlord’s
Waiver”), by and between Commerce Realty (the “Landlord”) and Ableco
Finance LLC, a Delaware limited liability company, as Administrative Agent and
Collateral Agent;
	 
	 	9.	 	the Limited Liability Company Agreement of Imperial PFC Financing, LLC, dated
as of July 22, 2008 (as amended, supplemented or otherwise modified prior to the date
hereof, the “Borrower Operating Agreement”), by and between Imperial Premium
Finance, LLC, a Florida limited liability company (the “Member”), and Donald J.
Puglisi (the “Independent Director”); and
	 
	 	10.	 	the Restricted (Blocked) Account Agreement, dated as of August 2008 (as
amended, supplemented or otherwise modified prior to the date hereof, the “SunTrust
Account Agreement”), by and among Ableco Finance, LLC, a Delaware limited liability
company, as the secured party, the Borrower and SunTrust Bank (“SunTrust”).





     Ableco hereby notifies each of the Borrower, the Originator, the Initial Servicer, the Backup
Servicer, the Insurance Collateral Agent, the Cash Management Bank, the Landlord, the Member, the
Independent Director and SunTrust that Ableco has received, on the date hereof, an amount
sufficient to repay in full and completely discharge all amounts owing to Ableco under the
Agreement and the other “Loan Documents” (as defined in the Agreement) (such amounts owing to
Ableco, the “Ableco Obligations”), and accordingly, the Agreement is terminated, effective
as of the date hereof (the “Termination Date”).



     In connection with the satisfaction in full and complete discharge of the Ableco Obligations
and the termination of the Agreement, Ableco is delivering this letter to you, in each case,
without recourse to the Agents, the Lenders or any of their respective participants, without any
representation or warranty of any kind, express or implied, and this letter shall constitute full
notification to:




	 	1.	 	the Borrower that as of the Termination Date, (A) Ableco relinquishes any and
all of its rights and obligations under (i) the Master Participation Agreement, (ii)
each Loan Sale and Assignment Agreement, (iii) the Initial Servicing Agreement and (iv)
the Borrower Operating Agreement, (B) with respect to the Backup Servicing Agreement,
(i) Ableco consents to and acknowledges the termination of the Backup Servicing
Agreement, subject to those undertakings that shall survive termination of such
agreement, and (ii) such termination shall be effective notwithstanding the fact that
none of the duties and obligations of the Backup Servicer shall be assumed by an
“Approved Back-Up Servicer” (as defined in the Backup Servicing Agreement) in
connection with such termination, (C) pursuant




 









 












	 	 	 	to Ableco’s rights under Section 8(a) of the Cash Management Agreement, such
agreement shall terminate, subject to those undertakings that shall survive
termination of such agreement, (D) with respect to the Collateral Agency Agreement,
(i) the Ableco Obligations have been satisfied in full and completely discharged,
(ii) pursuant to Section 2(b) of the Collateral Agency Agreement, the Insurance
Collateral Agent has no further obligation to perform its duties under the
Collateral Agency Agreement and the “Pledge Agreements” (as defined in the
Collateral Agency Agreement), (iii) Ableco consents to and acknowledges the
termination of the Collateral Agency Agreement, subject to those undertakings that
shall survive termination of such agreement, and (iv) such termination shall be
effective notwithstanding the fact that the Insurance Collateral Agent will not
assign to a party designated by Ableco the Insurance Collateral Agent’s rights and
obligations under the “Pledge Agreements” (as defined in the Collateral Agency
Agreement), and (E) with respect to the SunTrust Account Agreement, pursuant to
Ableco’s rights under Section 6 of the SunTrust Account Agreement, Ableco consents
to and acknowledges the termination of the SunTrust Account Agreement, subject to
those undertakings that shall survive termination of such agreement;
	 
	 	2.	 	the Originator that as of the Termination Date, (A) Ableco relinquishes any and
all of its rights and obligations under (i) the Master Participation Agreement and (ii)
each Loan Sale and Assignment Agreement, (B) with respect to the Backup Servicing
Agreement, (i) Ableco consents to and acknowledges the termination of the Backup
Servicing Agreement, subject to those undertakings that shall survive termination of
such agreement, and (ii) such termination shall be effective notwithstanding the fact
that none of the duties and obligations of the Backup Servicer shall be assumed by an
“Approved Back-Up Servicer” (as defined in the Backup Servicing Agreement) in
connection with such termination and (C) with respect to the Collateral Agency
Agreement, (i) the Ableco Obligations have been satisfied in full and completely
discharged, (ii) pursuant to Section 2(b) of the Collateral Agency Agreement, the
Insurance Collateral Agent has no further obligation to perform its duties under the
Collateral Agency Agreement and the “Pledge Agreements” (as defined in the Collateral
Agency Agreement), (iii) Ableco consents to and acknowledges the termination of the
Collateral Agency Agreement, subject to those undertakings that shall survive
termination of such agreement, and (iv) such termination shall be effective
notwithstanding the fact that the Insurance Collateral Agent will not assign to a party
designated by Ableco the Insurance Collateral Agent’s rights and obligations under the
“Pledge Agreements” (as defined in the Collateral Agency Agreement);
	 
	 	3.	 	the Initial Servicer that as of the Termination Date, Ableco relinquishes any
and all of its rights and obligations under the Initial Servicing Agreement;
	 
	 	4.	 	the Backup Servicer that as of the Termination Date, (i) Ableco consents to and
acknowledges the termination of the Backup Servicing Agreement, subject to those
undertakings that shall survive termination of such agreement, and (ii) such
termination shall be effective notwithstanding the fact that none of the duties and




 









 












	 		 	obligations of the Backup Servicer shall be assumed by an “Approved Back-Up
Servicer” (as defined in the Backup Servicing Agreement) in connection with such
termination;
	 
	 	5.	 	the Insurance Collateral Agent that as of the Termination Date, (i) the Ableco
Obligations have been satisfied in full and completely discharged, (ii) pursuant to
Section 2(b) of the Collateral Agency Agreement, the Insurance Collateral Agent has no
further obligation to perform its duties under the Collateral Agency Agreement and the
“Pledge Agreements” (as defined in the Collateral Agency Agreement), (iii) Ableco
consents to and acknowledges the termination of the Collateral Agency Agreement,
subject to those undertakings that shall survive termination of such agreement, and
(iv) such termination shall be effective notwithstanding the fact that the Insurance
Collateral Agent will not assign to a party designated by Ableco the Insurance
Collateral Agent’s rights and obligations under the “Pledge Agreements” (as defined in
the Collateral Agency Agreement);
	 
	 	6.	 	the Cash Management Bank that as of the Termination Date, pursuant to Ableco’s
rights under Section 8(a) of the Cash Management Agreement, such agreement shall
terminate, subject to those undertakings that shall survive termination of such
agreement;
	 
	 	7.	 	the Landlord that as of the Termination Date, (i) the Ableco Obligations have
been satisfied in full and completely discharged and (ii) Ableco consents to and
acknowledges the termination of the Landlord’s Waiver, subject to those undertakings
that shall survive termination of such agreement;
	 
	 	8.	 	the Member that as of the Termination Date, Ableco relinquishes any and all of
its rights and obligations under the Borrower Operating Agreement;
	 
	 	9.	 	the Independent Director that as of the Termination Date, Ableco relinquishes
any and all of its rights and obligations under the Borrower Operating Agreement; and
	 
	 	10.	 	SunTrust that as of the Termination Date, pursuant to Ableco’s rights under
Section 6 of the SunTrust Account Agreement, Ableco consents to and acknowledges the
termination of the SunTrust Account Agreement, subject to those undertakings that shall
survive termination of such agreement.





     THIS LETTER FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF (OTHER THAN
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     This letter shall become effective on and as of the Termination Date when it shall have been
executed and delivered by Ableco and thereafter shall be binding upon and inure to the benefit of
each of Ableco, the Borrower, the Originator, the Initial Servicer, the Backup Servicer, the
Insurance Collateral Agent, the Cash Management Bank, the Landlord, the Member, the



 









 




Independent Director, SunTrust and their respective successors and permitted assigns and no
other Person shall have any rights herein as a third party beneficiary or otherwise.




[signature page follows]








 









 








	 	 	 	 	 
	 	Very truly yours,



ABLECO FINANCE LLC,

as Lender, Collateral Agent and Administrative
Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Termination Direction Letter





 











 




[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.



EXHIBIT H




Form of Amended and Restated Servicing Agreement



[see attached]



 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.



Execution Copy




AMENDED AND RESTATED SERVICING AGREEMENT




     This AMENDED AND RESTATED SERVICING AGREEMENT (including all amendments, modifications and
supplements and any exhibits or schedules, this “Agreement”) is entered into by and between
PORTFOLIO FINANCIAL SERVICING COMPANY, a Delaware corporation (“PFSC”), and IMPERIAL PFC
FINANCING, LLC, an Illinois limited liability company (“CLIENT” and “Borrower”), as
of September 8, 2010 (the “Effective Date”). This Agreement amends and entirely restates
that certain Servicing Agreement, dated as of August 7, 2008, by and between PFSC and CLIENT
(including any exhibits or schedules thereto, the “Original Servicing Agreement”). Each of
PFSC and CLIENT is referred to herein as a “Party” and collectively as the
“Parties.” Each of the Parties hereto acknowledges that the Original Servicing Agreement
governed the obligations of the Parties prior to the Effective Date.



     WHEREAS, Imperial Premium Finance, LLC, a Florida limited liability company, and an affiliate
of CLIENT (“Originator”) from time to time made insurance premium loans to third parties in
amounts sufficient to fund premiums payable by such third parties on life insurance policies and
certain other amounts (the “Insurance Premium Loans”);



     WHEREAS, Originator sold and assigned certain Insurance Premium Loans to Borrower pursuant to
the terms and conditions of Insurance Premium Loan Sale and Assignment Agreements entered into by
and between Originator and Borrower from time to time (as such agreement may be amended,
supplemented or otherwise modified from time to time, the “Purchase Agreements”);



     WHEREAS, Originator sold 100% participations (the “Participations”) in certain
Insurance Premium Loans to Borrower pursuant to the terms and conditions of that certain Master
Participation Agreement, dated as of August 7, 2008, by and between Originator and Borrower (as
such agreement may be amended, supplemented or otherwise modified from time to time, the
“Master Participation Agreement”);



     WHEREAS, Borrower financed the purchase of such Participations and Insurance Premium Loans in
part by obtaining loans pursuant to that certain Financing Agreement, dated as of August 7, 2008
(as amended, restated, supplemented, modified or otherwise changed from time to time, the
“Financing Agreement”), among Borrower, the lenders from time to time party thereto,
including Ableco Finance LLC, a Delaware limited liability company (each, a “Lender” and
collectively, together with their successors and assigns, the “Lenders”) and Ableco Finance
LLC, as collateral agent and administrative agent for the Lenders (together with its successors and
assigns, the “Agents” and together with its capacity as a Lender, “Ableco”);



     WHEREAS, Borrower and Lexington Insurance Company, a Delaware property and casualty insurance
company (“Lexington”), are parties to an Omnibus Claims Settlement Agreement, dated as of
September 8, 2010 (as such agreement may be amended, supplemented or otherwise modified from time
to time, the “Settlement Agreement”);



 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.



     WHEREAS, pursuant to the Settlement Agreement, Lexington has paid, at the direction and for
the benefit of Borrower, a portion of the “Settlement Amount” (as defined in the Settlement
Agreement) to Ableco in full satisfaction of all amounts owed by Borrower to Ableco under the
Financing Agreement and all other “Loan Documents” (as defined in the Financing Agreement),
whereupon the Financing Agreement terminated;



     WHEREAS, pursuant to the Termination Direction Letter, dated as of September 8, 2010, attached
as Exhibit A hereto (the “Termination Direction Letter”), Ableco has notified each
of Borrower and PFSC that as of the “Termination Date” (as defined in the Termination Direction
Letter), Ableco relinquishes any and all of its rights and obligations under the Original Servicing
Agreement;



     WHEREAS, PFSC has been performing servicing and monitoring functions relating to the Insurance
Premium Loans acquired under the Master Participation Agreement and Purchase Agreement (the
“Client Portfolio”) on the terms and conditions specified in the Original Servicing
Agreement;



     WHEREAS, CLIENT desires for PFSC to continue performing such servicing and monitoring
functions relating to the Client Portfolio on the terms and conditions specified herein; and



     WHEREAS, PFSC desires to perform such servicing and monitoring functions on the terms and
conditions specified herein.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Parties hereto, the Parties hereby agree as follows:



     1. Client Portfolio Servicing. For the term of this Agreement, PFSC shall
provide the services described in Schedule 1 attached hereto (collectively, the
“Services”) with respect to the Client Portfolio. PFSC hereby agrees to faithfully and
diligently perform the Services in accordance with customary industry standards for servicing
financial transactions of the type which comprise the portfolio.



     2. Compensation.



          2.1 Servicing Fees. From and after the Effective Date of this Agreement for the
Services provided hereunder, CLIENT shall pay to PFSC, within ten (10) calendar days of invoice
receipt (whether paper or electronic), and in readily collectible U.S. Dollars, the amounts set
forth in Schedule 1 attached hereto (collectively, the “Servicing Fees”).




          2.2 Reimbursement of Expenses. CLIENT may request PFSC to advance the fees and costs
associated with the Client Portfolio, as set forth in Schedule 1 attached hereto, and
CLIENT will reimburse PFSC for such fees and costs upon proper receipt by CLIENT of evidence that
such fees and costs have been incurred, subject to the payment provisions of Section 2.1.







2









 





[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.




Notwithstanding the foregoing, no provision of this Agreement shall require PFSC to expend or risk
its own funds or otherwise incur any financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights and powers, if, in its sole reasonable judgment,
it shall believe that repayment of such funds or adequate indemnity against such risk or liability
is not assured to it.




     3. Effective Date. PFSC shall promptly commence providing the Services on the terms
and conditions specified herein on the Effective Date.



     4. Power of Attorney. CLIENT hereby irrevocably appoints PFSC as CLIENT’s
attorney-in-fact and proxy, with full authority in the place and stead of CLIENT and in the name of
CLIENT or otherwise, from time to time in PFSC’s discretion, to take any action and to execute any
instrument that PFSC may deem necessary or advisable to accomplish the purposes of this Agreement.
This power is coupled with an interest and is irrevocable until the date on which all of the
Obligations are indefeasibly paid in full after the termination of each of the Settlement
Documents.



     5. Term of Agreement.



          5.1 Initial Term and Renewals. This Agreement shall commence on the Effective Date of
this Agreement and shall continue through August 7, 2011 (the “Initial Term”). This
Agreement shall automatically renew for consecutive one (1) year periods (the “Renewal
Term”) unless either Party provides written notice of their intent not to renew at least
one-hundred twenty (120) calendar days’ prior to expiration of the Initial Term or any Renewal
Term.




          5.2 Early Termination.




               5.2.1. Early Termination by CLIENT for Cause. CLIENT may terminate this Agreement for
cause by giving at least thirty (30) calendar days’ prior written notice to PFSC and Lexington,
upon the occurrence of any of the following:



                    (a) PFSC’s failure to substantially provide the Services
described in Schedule 1, which failure of performance is not cured within ten (10)
Business Days of PFSC’s receipt of written notice of such failure from CLIENT;



                    (b) any gross or willful misconduct of PFSC resulting in a material loss to CLIENT;



                    (c) PFSC shall become insolvent, shall admit in writing its inability to pay its debts
generally, or a voluntary or involuntary petition under the Federal bankruptcy laws shall be filed
by or against PFSC and, in the case of an involuntary filing, the petition is not dismissed prior
to entry of an order for relief; or



                    (d) PFSC’s breach of any of its representations and warranties included in this Agreement,
which breach is not cured within ten (10) Business Days of PFSC’s receipt of written notice of such
breach from CLIENT.



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[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.



               5.2.2. Early Termination by PFSC for Cause. PFSC may terminate this Agreement for
cause by giving at least thirty (30) calendar days’ prior written notice to CLIENT and Lexington,
upon the occurrence of any of the following:



                    (a) CLIENT’s failure to pay to PFSC any payment when due hereunder, which delinquency is not
cured within ten (10) Business Days of CLIENT’s receipt of written notice of such delinquency from
PFSC;



                    (b) any gross or willful misconduct of CLIENT resulting in a material loss to PFSC;



                    (c) CLIENT shall become insolvent, shall admit in writing its inability to pay its debts
generally, or a voluntary or involuntary petition under the Federal bankruptcy laws shall be filed
by or against CLIENT and, in the case of an involuntary filing, the petition is not dismissed prior
to entry of an order for relief; or



                    (d) CLIENT’s breach of any of its representations and
warranties included in this Agreement, which breach is not cured within ten (10) Business Days
of CLIENT’s receipt of written notice of such breach from PFSC.



               5.2.3. Early Termination by CLIENT for Other than Cause. CLIENT may terminate this
Agreement for other than cause by:



                    (a) providing PFSC and Lexington with one-hundred
twenty (120) calendar days’ prior written notice (the “Early Termination Notice”) of
its intention to terminate the Agreement prior to its stated Initial Term or any Renewal Term; and



                    (b) paying to PFSC a fee equivalent to four (4) months’ revenue calculated as follows: the sum
of all invoices PFSC billed CLIENT in the preceding four (4) month period immediately prior to
delivery of the Early Termination Notice (the “Early Termination Fee”). The Early
Termination Fee is due and payable at such time as the Early Termination Notice is delivered to
PSFC, and the one-hundred twenty (120) calendar day notice period shall not commence until such
Early Termination Fee has been received by PFSC in readily collectible U.S. Dollars.



               5.2.4. Early Termination by PFSC for Other than Cause. PFSC may not terminate this
Agreement for other than cause except upon determination that the performance of its duties
hereunder shall no longer be permissible under any laws, rules or regulations applicable to it or
if such resignation is required by governmental or regulatory authorities.



               5.2.5. Early Termination by Lexington. Upon the occurrence and during the continuance
of a Servicer Termination Event, Lexington may immediately terminate this Agreement, in its sole
discretion, by delivery of written notice of such termination to each of CLIENT and PFSC. In
connection with such termination, no Early Termination Fee shall be due or be required to be paid.



     6. Termination. The termination of this Agreement for any reason, including expiration
of the Initial Term or any Renewal Term, shall not be effective prior to the assumption



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[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.



of all duties and obligations of PFSC hereunder by a successor servicer who is approved in
writing by Lexington (the “Approved Successor Servicer”). Upon any such termination of this
Agreement, PFSC shall (i) cooperate with any Approved Successor Servicer in effecting the
termination of the responsibilities and rights of PFSC under this Agreement and (ii) release to the
Approved Successor Servicer the files, books and records (including computer records) relating to
the Client Portfolio, including, without limitation, (x) originals or copies of any Loan
Documentation Packages and all correspondence relating to each Insurance Premium Loan in the
possession of PFSC at the date of termination of this Agreement and (y) any data maintained by PFSC
that is in the possession of PFSC at the date of termination of this Agreement and that is
necessary to the servicing and monitoring of the Insurance Premium Loans and the related Life
Insurance Policies; provided, however, that CLIENT is not in default of Section
2.1 of this Agreement. CLIENT shall reimburse PFSC for all out-of-pocket costs and expenses
incurred by PFSC and pay PFSC’s hourly rate of $150.00 per hour for any programming or information
technology support and $105.00 per hour for all other administrative support services requested by
CLIENT in connection with CLIENT’s request for the return of documents or files and transition
assistance in connection with the transfer of servicing obligations to the Approved Successor
Servicer. Such termination or “de-conversion” charges will be billed by PFSC to CLIENT monthly,
will be assessed in a commercially reasonable manner and supported by employee time cards, and will
be subject to the provisions of Section 2.1 of this Agreement.



Prior to PFSC’s delivery of final Client Portfolio data in either electronic or hard copy form,
CLIENT shall pre-pay to PFSC the expected Servicing Fees and reimbursement of expenses for the
final month that PFSC provides the Services. Within thirty (30) calendar days after the termination
date, PFSC shall provide CLIENT with a final accounting of Servicing Fees and reimbursable expenses
and shall either invoice CLIENT for any remaining charges or refund the necessary amount to CLIENT,
as appropriate.




     7. Representations and Warranties of PFSC. PFSC represents and warrants the following:



          (a) Business Entity; Authority. PFSC is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware and is authorized to conduct business
in the State of Oregon. PFSC has obtained all necessary licenses and approvals in all jurisdictions
where failure to be so qualified and in good standing would have a material adverse effect on
PFSC’s business and operations.




          (b) Authorization; Binding Agreement. The execution, delivery and performance of this
Agreement have been duly authorized by all necessary action by PFSC. This Agreement has been duly
and validly executed and delivered on behalf of PFSC and is binding upon and enforceable against
PFSC in accordance with its terms, except as enforceability may be limited or affected by
applicable bankruptcy, insolvency, reorganization or other laws of general application relating to
or affecting the rights of creditors, and except as enforceability may be limited by rules of law
governing specific performance, injunctive relief or other applicable remedies.




          (c) No Adverse Consequences. Neither the execution and delivery of this
Agreement by PFSC nor the consummation of the transactions contemplated hereby will (i)


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[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.




violate any applicable law, judgment, order, decree, regulation or ruling of any governmental
authority or violate any provision of the articles of incorporation of PFSC, or (ii) either alone
or with the giving of notice or the passage of time or both, conflict with, constitute grounds for
termination of, or result in the breach of the terms, conditions, or provisions of or constitute a
default under any agreement, instrument, license or permit to which PFSC is a party or by which it
is bound.




          (d) Compliance with Laws. PFSC has operated its business in accordance with all
applicable laws and regulations, and PFSC is not in violation of any such laws or regulations other
than such violations which singly or in the aggregate do not, and, with the passage of time will
not, have a material adverse affect on its business or assets, or its ability to perform its
obligations under this Agreement. All Services shall be performed and provided in compliance with
all applicable Federal, state, and local laws, regulations, and rules.




          (e) FCPA. PFSC is aware of and familiar with the provisions of the Foreign Corrupt
Practices Act of 1977, as amended (the “FCPA”) and will act in compliance with and take no
action and make no payment in violation of or which might cause it or CLIENT and each of their
respective directors, officers, employees or agents to be in violation of the FCPA.




          (f) No Ownership Interest by PFSC. PFSC does not have any ownership interest in the
underlying assets, payment streams, equipment, legal documents, or other tangible or intangible
assets of the Client Portfolio. All materials delivered by CLIENT to PFSC in connection with the
Services shall be the property of CLIENT, and CLIENT shall have good and clear title to all such
materials.




     8. Representations and Warranties of CLIENT. CLIENT represents and warrants the
following:



          (a) Business Entity; Authority. CLIENT is a limited liability company, duly organized,
validly existing and in good standing under the laws of the State of Illinois and has obtained all
necessary licenses and approvals in all jurisdictions where failure to be so qualified and in good
standing would have a material adverse effect on CLIENT’ s business and operations or on PFSC’s
ability to provide the Services contemplated by this Agreement.




          (b) Authorization; Binding Agreement. The execution, delivery and performance of this
Agreement have been duly authorized by all necessary corporate action by CLIENT, its directors and
shareholders. This Agreement has been duly and validly executed and delivered on behalf of CLIENT
and is binding upon and enforceable against CLIENT in accordance with its terms, except as
enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or
other laws of general application relating to or affecting the rights of creditors, and except as
enforceability may be limited by rules of law governing specific performance, injunctive relief or
other applicable remedies.




          (c) No Adverse Consequences. Neither the execution and delivery of this
Agreement by CLIENT nor the consummation of the transactions contemplated hereby will (i)
violate any applicable law, judgment, order, decree, regulation or ruling of any governmental
authority or violate any provision of the articles of organization of CLIENT, or (ii) either alone






6









 





[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.




or with the giving of notice or the passage of time or both, conflict with, constitute grounds
for termination of, or result in the breach of the terms, conditions, or provisions of or
constitute a default under any agreement, instrument, license or permit to which CL ENT is a party
or by which it is bound.




          (d) Compliance with Laws. CLIENT has operated its business in accordance with all
applicable laws and regulations, and CLIENT is not in violation of any such laws or regulations
other than such violations which singly or in the aggregate do not, and, with the passage of time
will not, have a material adverse affect on its business or assets, or its ability to perform its
obligations under this Agreement.




          (e) FCPA. CLIENT is aware of and familiar with the provisions of the FCPA and will act
in compliance with and take no action and make no payment in violation of or which might cause it
or PFSC and each of their respective directors, officers, employees or agents to be in violation of
the FCPA.




          (f) No Ownership Interest by CLIENT. CLIENT does not have any ownership interest or
any other rights whatsoever in PFSC’s computer systems (hardware and software), electronic and
written reports or other data, web sites or URLs, telecommunications systems, toll-free phone
numbers, policies, procedures, process and flow charts, business practices, trade names,
trademarks, or any other tangible or intangible asset of PFSC. Any computer programming, reporting
customization, or other business practices adopted for the benefit of CLIENT shall at all times
remain the exclusive property of PFSC, to which CLIENT will assert no rights, regardless of whether
CLIENT compensated PFSC for such work.




     9. Independent Contractor. PFSC is an independent contractor and shall perform the
Services hereunder as such, and not as the agent, employee, or servant of CLIENT. PFSC and CLIENT
shall remain fully responsible for their respective employees’ actions, salaries, benefits, taxes,
worker’s compensation, unemployment insurance and any other employee costs or benefits.



     10. Insurance. PFSC at its sole expense agrees to maintain the following insurance
coverage during the Initial Term and each Renewal Term of this Agreement:



          (a) all insurance coverage required by Federal, state or local law and statute, including
worker’s compensation insurance;




          (b) employer’s general liability insurance of $[*] per claim and in the aggregate; and




          (c) errors and omissions insurance of $[*] per claim and in the aggregate.




     11. Employee Non-Solicitation. During the Initial Term and each Renewal Term of this
Agreement and for a period of twelve (12) months after termination of this Agreement, each Party
shall not directly, or indirectly through the use of third parties, solicit the other Party’s
employees for purposes of employment.



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[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.



     12. Collections. PFSC shall, on the Business Day of receipt, remit (or cause to be
remitted) to the Collection Account any Collections received directly by PFSC with respect to
Insurance Premium Loans owned by CLIENT (through participations or assignments) PFSC shall instruct
each Premium Finance Borrower to make all payments to the Collection Account.



     13. Service Level Agreement. During the Initial Term and each Renewal Term of this
Agreement, PFSC shall provide the following service level commitments to CLIENT:



          (a) PFSC’s offices shall remain open for business Monday through Friday from 8:00 a.m. to 5:00
p.m. Pacific Time, excluding nationally recognized holidays or other PFSC-designated holidays.
PFSC’s collections and customer service departments shall be staffed to handle incoming and
outgoing calls from 6:00 a.m. to 4:30 p.m. Pacific Time;




          (b) PFSC shall make available to CLIENT its various servicing systems via a secure Internet
portal twenty-four (24) hours per day, three-hundred sixty-five (365) or three hundred sixty-six
(366) days per year, excluding scheduled maintenance; and




          (c) PFSC shall respond, via telephone, facsimile, or email as appropriate, to all customer
inquiries within twenty-four (24) hours of receipt thereof.




     14. Access to Information. Upon PFSC’s receipt of at least two (2) Business Days’
prior written notice from Lexington or CLIENT, PFSC shall give Lexington, CLIENT and their
respective counsel, accountants and other representatives reasonable access, during normal business
hours, to all of PFSC’s files, books and records (including computer records) relating to the
Client Portfolio.



     15. Confidentiality. Each Party agrees that it shall not disclose to any third party
(other than Lexington) any information concerning the customers, trade secrets, methods, processes
or procedures or any other confidential, financial or business information of the other Party which
it learns during the course of its performance of this Agreement, without the prior written consent
of such other Party. Notwithstanding the foregoing, PFSC and CLIENT may disclose each other’s
confidential and proprietary information without obtaining prior written consent in the following
circumstances only: (a) to employees of the disclosing Party, who require such information in order
to assist the disclosing Party in performing this Agreement; (b) as required in order to comply
with any subpoena, audit request, court order or applicable law, provided, that the disclosing
Party gives the other Party prior written notice of such disclosure, if possible; and (c) if such
services have been requested by CLIENT hereunder, any disclosures in connection with any sales, use
or property tax filings and filings under the Uniform Commercial Code. Notwithstanding anything to
the contrary in this Agreement, neither PFSC nor CLIENT shall have any obligation to keep secret
any confidential or proprietary information which is in or becomes part of the public domain not
due to the fault of any such Party. The Parties’ obligations under this Section 15 shall
survive the expiration, cancellation or other termination of this Agreement.



     16. Ad Hoc Requests. During the Initial Term and each Renewal Term of this Agreement,
CLIENT may make requests of PFSC that are not included in the scope of services included in
Schedule 1 of this Agreement. In such instances, all requests must be made by



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[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.




CLIENT in writing, and PFSC shall, within five (5) Business Days of PFSC’s receipt of such
written request, respond to such requests in writing with a time and cost estimate to fulfill
CLIENT’s request. Only after obtaining CLIENT’s written approval to the time and cost estimate will
PFSC fulfill CLIENT’s request and invoice CLIENT for the agreed-upon amount. Invoices for such ad
hoc requests shall be subject to the provisions of Section 2.1 of this Agreement.



     17. Third-Party Beneficiary. This Agreement will inure to the benefit of and be
binding upon the Parties signatory hereto. Both of the Parties hereto agree that Lexington and its
successors and assigns are third-party beneficiaries of this Agreement.



     18. Liability and Indemnification of PFSC. Neither PFSC nor any of its directors,
officers, members, partners, employees, auditors, accountants, or agents shall be liable for any
action taken, suffered, or omitted by it in good faith and believed to be authorized or within the
discretion, rights or powers conferred upon it by this Agreement, or for errors in judgment;
provided, however, that this Section 18 shall not protect any such person
against liability which would otherwise be imposed on such person by reason of such person’s gross
negligence or willful misconduct. No liability shall accrue to PFSC when:



          (a) PFSC takes any action or refrains from the taking of any action in accordance with
customary industry standards for servicing loans of the type which comprise the Client Portfolio
pursuant to this Agreement;




          (b) CLIENT fails to provide necessary, timely, or accurate information in order for PFSC to
fulfill the Services described in this Agreement; or




          (c) PFSC relies, in good faith, on any document of any kind which, prima facie, is properly
provided by an appropriate person respecting any matters arising hereunder.



EXCEPT FOR PFSC’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN A BREACH OF THIS AGREEMENT,
PFSC SHALL NOT BE LIABLE FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF DATA, USE, REVENUE OR
PROFITS).



No Party to this agreement shall be liable for any failure to perform its obligations where such
failure is as a result of acts of nature (including fire, flood, earthquake, storm, hurricane or
other natural disaster), war, invasion, acts of foreign enemies, hostilities (whether war is
declared or not), civil war, rebellion, revolution, insurrection, military or usurped power of
confiscation, terrorist activities, nationalization, government sanction, blockage, embargo, labor
dispute, strike, lockout or interruption or breakdown of public or private or common carrier
communications or transmission facilities or equipment failure, or the failure of any unrelated
party upon whom PFSC relies to perform the Services described in this Agreement.



CLIENT shall indemnify and hold harmless PFSC against any loss, liability or expense incurred,
including reasonable attorney’s fees, in connection with any claim, legal action, investigation or
proceeding relating to this Agreement or PFSC’s performance hereunder, except for any loss,
liability or expense incurred by reason of PFSC’s gross negligence or willful misconduct.







9









 






[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.




     19. Late Charge. If CLIENT fails to pay any amounts when due, CLIENT also agrees to
pay to PFSC a service charge equal to the greater of one and one-half percent (1.5%) per month (or
the daily prorated amount thereof) on any past-due amounts, or $150.00.



     20. Amendment. No modification, amendment or waiver of any provision of, or consent
required by, this Agreement, nor any consent to any departure herefrom, shall be effective unless
it is in writing and signed by authorized officers of the Parties hereto and consented to in
writing by Lexington. Such modification, amendment, waiver or consent shall be effective only in
the specific instance and for the purpose for which given.



     21. Succession. Neither Party may assign this Agreement or its rights hereunder, or
delegate its obligations hereunder without the prior written consent of the other Party and
Lexington. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the
benefit of the Parties and their respective successors and assigns.



     22. Waiver. No delay or omission on the part of any Party in exercising any right
hereunder shall operate as a waiver of any such right or any other right. All waivers must be in
writing.



     23. Severability. If any provisions of this Agreement are found to be unenforceable as
to any person or circumstance, such finding shall not render such a provision invalid or
unenforceable as to any other person or circumstance and shall not invalidate any other provision
or provisions of this Agreement. If feasible, the term or provision which is found to be invalid or
unenforceable shall be deemed to be modified to be within the limits of validity or enforceability.



     24. Law of Agreement. This Agreement shall be construed and enforced in accordance
with the laws of the State of Oregon.



     25. Notices. All notices, requests, demands or other communications given hereunder
shall be in writing and shall be deemed to have been duly given when delivered personally, by
telecopy, by electronic mail, by Federal Express or other reputable overnight courier or when
deposited in the United States mail, postage prepaid, as registered or certified mail, to (i) PFSC
at 2121 S.W. Broadway, Suite 200, Portland, Oregon 97201, e-mail: rmaddox@pfsc.com or
kworthington@pfsc.com, facsimile: 866-679-7976, (ii) CLIENT at 500 North Michigan Avenue, Suite
300, Chicago, Illinois 60611, e-mail: jneuman@imprl.com, facsimile: 561-995-4202, with a copy to
Foley & Larder LLP, One Independent Drive, Suite 1300, Jacksonville, Florida 32202, Attention:
Robert S. Bernstein, Esq., e-mail: rbernstein@foley.com, facsimile- 904-359-8700, (iii) Lexington
at 180 Maiden Lane, 19th Floor, New York, New York 10038, Attention: Surveillance Department,
facsimile: 888-405-2117, with a copy to Division General Counsel, Risk Finance, 180 Maiden Lane,
19th Floor, New York, New York 10038, e-mail: matthew.unterlack@chartisinsurance.com, facsimile:
888-405- 2871 or (iii) as to any of such persons, at such other address, electronic mail address or
facsimile number as shall be designated by such person in a written notice to the other persons in
accordance with this Section 25. If such notice, demand or other communication is served
personally, it shall be conclusively deemed made at the time of such personal service. If such
notice, demand or other communication is telecopied or delivered by electronic mail, it shall be
conclusively deemed made when transmitted and confirmation received. If such notice, demand, or
other communication is given



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[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.


by mail as aforesaid, it shall be conclusively deemed given seventy-two (72) hours after the
deposit thereof in the United States mail addressed to the person to whom such notice, demand or
other communication is to be given. If such notice, demand or other communication is delivered by
Federal Express or other reputable overnight courier, it shall be conclusively deemed made upon
delivery.




     26. Further Assurances. Each of the Parties hereto shall execute and deliver any and
all additional papers, documents and other assurances, and shall do any and all acts and things
reasonably necessary in connection with the performance of their duties and obligations hereunder
and to carry out the intent of the Parties hereto.



     27. Entire Agreement. This Agreement contains the entire understanding of,
and supersedes all prior or contemporaneous agreements not specifically referred to herein
between the Parties hereto with respect to the subject matter hereof.



     28. Counterparts. This Agreement may be executed simultaneously in one or
more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by
telefacsimile or other electronic transmission shall be equally effective as delivery of an
original executed counterpart of this Agreement.



     29. Defined Terms. Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Settlement Agreement.



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[*] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.




     IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.



	 	 	 	 	 
	 	CLIENT:



IMPERIAL PFC FINANCING, LLC



By:  Imperial Premium Finance, LLC, its sole
member



By:  Imperial Holdings, LLC, its managing
member

 	 
	 	By:  	
 	 
	 	 	Jonathan Neuman, President 	 
	 	 	 	 
	 
	 	PFSC:



PORTFOLIO FINANCIAL SERVICING

COMPANY

 	 
	 	By:  	 	 
	 	 	Print Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	ACKNOWLEDGED AND CONSENTED TO:



LEXINGTON INSURANCE COMPANY

 	 	 
	By:  	 	 	 
	 	Print Name:  	 	 	 
	 	Title:  	 	 	 
	 




Amended and Restated Servicing Agreement



 











 





EXHIBIT A




TERMINATION DIRECTION LETTER




[SEE EXHIBIT M]













 





SCHEDULE 1




SERVICES AND FEE SCHEDULE1




	 	 	 
	Services	 	Fee Schedule
	 
	Servicing Fee

	 	Ten (10) basis points
annually, multiplied by
the ending principal balance
of the Client Portfolio,
assessed monthly
	 
	 	 
	One-Time Set-Up Fee

	 	Waived
	 
	 	 
	Monthly Mini um Servicing Fee

	 	$4,000
	 
	 	 
	Computer Operations
	 	 
	•   Dedicated, Secure
Portfolio.

	 	Included in servicing fee
	•   Computer operations and
maintenance required to manage the Client
Portfolio(s).

	 	Included in servicing fee
	•    System administration of User
Ids for access to the Client Portfolio(s).

	 	Included in servicing fee
	•    Nightly back-ups of the Client
Portfolio data and back-up media off-site.

	 	Included in servicing fee
	 
	 	 
	Contract Set up
	 	 
	•    Contract boarding from
electronic booking template mutually agreed
upon, within three (3) Business Days of
receipt.

	 	Included in servicing fee
	•    Rebook Contracts from
commencement should the terms be adjusted by
CLIENT post booking, within three (3)
Business Days of receipt.

	 	$20.00 re-booking/re-write fee per occurrence
	•    Maintain CLIENT specs on
new bookings (i.e. IDC, income, etc).

	 	Included in servicing fee
	•    Audit new bookings.


	 	Included in servicing fee
	 
	 	 
	Billing
	 	 
	•    Invoice customers per
contract terms in the name of CLIENT or
lender, as specified by CLIENT. PFSC shall
instruct each Premium Finance Borrower to
make all payments to the Collection Account.

	 	Included in servicing fee
	•    Assess and bill fees and
assessments in accordance with contract
terms.

	 	Included in servicing fee








 




			
	1	 	Capitalized terms used in this Schedule
1 and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Servicing Agreement to which this Schedule 1 is
attached.





Initial      Initial     














 





	 	 	 

	Payment Posting
	 	 
	•    Receive remittance
information from CLIENT Lockbox or other
collection devices.

	 	Included in servicing fee
	•    Post payments on same day (or
next day) based on receipt of remittance
information or other payment notifications.

	 	Included in servicing fee
	•    Reconcile payments posted
on system to deposit totals daily.

	 	Included in servicing fee
	•    Remit correspondence, notices,
or other documents to CLIENT upon receipt.

	 	Included in servicing fee
	 
	 	 
	Customer Service
	 	 
	•    Maintain customer service hours
6:00 a.m. Pacific Time to 4:30 p.m. Pacific
Time to service CLIENT customers on East and
West Coasts.

	 	Included in servicing fee
	•    Provide toll-free customer
service number and print on invoices.

	 	Included in servicing fee
	•    Answer customer service
phones in the name of CLIENT.

	 	Included in servicing fee
	•    Respond to all inquiries
regarding billing, fees, and contract terms
within twenty-four (24) hours of

	 	Included in servicing fee
	•    Make system notes and/or
e-mail record of customer inquiries.

	 	Included in servicing fee
	•    Update system records as
appropriate (e.g., billing address and
customer service follow-ups).

	 	Included in servicing fee
	•    Provide pay-off quotes and
letters to Premium Finance Borrowers per
contract terms upon request (CLIENT shall be
responsible for computing the pay-off per
contract terms and providing to PFSC for
quote).

	 	Included in servicing fee
	•    Identify the contact
information of PFSC as the information to be
used by the Premium Finance Borrowers,
underlying lives and others to deliver all
notices on the related Insurance Premium
Loans.

	 	Included in servicing fee






2









 






	 	 	 

	 
	 	 
	Contract Terminations
	 	 
	•    Provide maturing loan
notice to each Premium Finance Borrower
within sixty (60) to seventy-five (75)
calendar days of loan maturity, per CLIENT
specifications.

	 	Included in servicing fee
	•    Provide final invoice and
matured loan notice to each Premium Finance
Borrower at loan maturity, per CLIENT
specifications.

	 	Included in servicing fee
	•    Provide default notice to each
Premium Finance Borrower whose Insurance Premium Loan
has
matured and not been paid within five (5) calendar days of
loan maturity, per CLIENT specifications.

	 	Included in servicing fee
	•    After two (2) calendar days from delivery of
default notice, initiate foreclosure proceedings by notifying the
applicable liquidation agent to sell or otherwise dispose of the
collateral.

	 	Included in servicing fee
	•    Following a (voluntary or involuntary)
foreclosure event, PFSC shall comply with the instructions of
CLIENT or its designee regarding actions to be taken by PFSC with
regard to the collateral, which instructions may result in, among
other things, PFSC (i) notifying the designated liquidation
agent(s) (initially Imperial Life & Annuity Services, LLC, an
affiliate of CLIENT) that the collateral has been transferred to
CLIENT and that they should, as required or as appropriate,
proceed to sell or otherwise dispose of such collateral in a
commercially reasonable manner; (ii) directing that ownership of
the collateral be transferred to Lexington or its third-party
designee and providing any related documentation that it receives
from third parties that evidences that ownership of the
collateral has been transferred to Lexington or its third-party
designee; or (iii) maintaining (in the name of CLIENT or its
affiliates) full rights in such collateral and taking all
commercially reasonable and lawful actions as requested by CLIENT
related thereto.
	 	Included in servicing fee
	•    If, and as instructed to do so by CLIENT or its
designee, in connection with a bankruptcy, insolvency or similar
proceeding involving either the Premium Finance Borrower or any
person related to the Premium Finance Borrower, PFSC will
identify (and retain at CLIENT’s expense and on CLIENT’s behalf)
appropriate local counsel to assist with the preparation for
execution and

	 	Included in servicing fee (except

as noted otherwise)






3









 






	 	 	 

	      delivery by (and will submit the same along with
appropriate delivery instructions to) CLIENT or its designee,
such filings, petitions, proofs of claim or other agreements,
documents, forms, instructions, pleadings or other items as may
be necessary or appropriate to secure the rights of CLIENT in and
to the related collateral as against the estate or other
creditors of such Premium Finance Borrower or any related person.
	 	 
	 
	 	 
	Default Support
	 	 
	•    Assist CLIENT, as necessary, with any default
support to include, but not be limited to, providing contract
information, copies of correspondence, payment histories,
collection notes and other documents to facilitate enforcement of
CLIENT’s rights to the loan agreement and collateral.

	 	Included in servicing fee
	•    Promptly upon receipt thereof, deliver to
CLIENT, and use best efforts to deliver to Lexington, copies of
all notices, reports and other information
received by PFSC of any event or circumstance to which PFSC has
actual knowledge or notice that could reasonably be expected to
materially and adversely affect the financing, collectability or
enforceability of any Insurance Premium Loan, including without
limitation, by any fraudulent activity or Prohibited Act on the
part of any Person.

	 	Included in servicing fee
	 
	 	 
	Collateral Services
	 	 
	•    Maintain shadow files containing copies of
original docs and all correspondence received from the customer
via a scanned file.

	 	Included in servicing fee
	•    Provide collateral custodianship for all
original
documents via off-site storage at Iron Mountain.

	 	Third-party pass-through storage fee
	•    Provide for the release of collateral assignments
and other security interests upon receipt of all amounts due and
payable under the loan agreement.

	 	Included in servicing fee
	•    Scan and index each file document and
correspondence per CLIENT specs.

	 	$0.15 per page
	•    Act as Collateral Agent pursuant to the Collateral
Agency Agreement between PFSC, CLIENT, Originator and Lexington.

	 	Included in servicing fee
	•    Foreclosure pursuant to a collateral assignment,
security agreement or other similar document.

	 	$1,000 per foreclosure






4









 






	 	 	 

	 
	 	 
	Financial Reporting
	 	 
	•    Provide financial reporting information to
CLIENT as of each month end (balance sheet and income statement
accounts), within three (3) Business Days of month end.

	 	Included in servicing fee
	•    Provide delinquent loan report to CLIENT as of
each month end, within three (3) Business Days of month end.

	 	Included in servicing fee
	•    Provide maturing loan report to CLIENT as of
each month end, within three (3) Business Days of month end.

	 	Included in servicing fee
	•    Provide cash receipts report to CLIENT as of
each month end, within three (3) Business Days of month end.

	 	Included in servicing fee
	 
	 	 
	Audit Support
	 	 
	•    Make systems documentation and security
procedures available to external auditors.

	 	Included in servicing fee
	•    Provide system data on tape or diskette as
required for audit tests and contract confirmations.

	 	Included in servicing fee
	•    Assist external auditors as required.

	 	Included in servicing fee
	•    Audit support includes forty (40) hours
annually.

	 	Included in servicing fee
	 
	 	 
	General (Upon Request)
	 	 
	Cashier’s check processing.

	 	$20.00 per check






Pass-Through / Reimbursable Costs






 




			
	1.	 	Costs paid to third parties, including repossession costs, lockbox fees, attorney fees, file storage
fees and court costs.
	 
	2.	 	Printing expenses associated with private label program (i.e. letterhead, stationary, envelopes, etc.).
	 
	3.	 	Overnight carrier charges and postage.
	 
	4.	 	Title, UCC, and registration fees.
	 
	5.	 	Credit bureau and credit scoring fees.
	 
	6.	 	Leased phone and data lines or telecommunications charges for access to PFSC’s system and for Client
Portfolio administration.

	 
	7.	 	Reimbursement for requested/approved travel expenses of PFSC staff.






5











 





EXHIBIT I




Form of Amended and Restated Limited Liability Company Agreement



[see attached]



 









 





Execution Copy




AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT




OF



IMPERIAL PFC FINANCING, LLC

an Illinois limited liability company



Dated as of September 8, 2010



 









 





AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT




OF



IMPERIAL PFC FINANCING, LLC



     This Amended and Restated Limited Liability Company Agreement (as amended, restated,
supplemented, modified or otherwise changed from time to time, this “Agreement”) of
Imperial PFC Financing, LLC, an Illinois limited liability company (the “Company”), is made
as of this 8th day of September, 2010 (the “Effective Date”), by Imperial Premium Finance,
LLC, a Florida limited liability company (“Imperial Premium Finance”), with an office
located at 701 Park of Commerce Blvd., Suite 301, Boca Raton, Florida 33487 (Imperial Premium
Finance and any other Person admitted as a member of the Company pursuant to Section 8.2
hereof are hereinafter referred to as the “Member”), and Donald J. Puglisi, as the
Independent Director (as defined herein). This Agreement amends and restates in its entirety that
certain Limited Liability Company Agreement of the Company, dated as of July 22, 2008, by and
between Imperial Premium Finance and the Independent Director (the “Original Operating
Agreement”). Each of the parties hereto acknowledges that the Original Operating Agreement
governed matters related to the Company prior to the Effective Date.



Preliminary Statement




     The Company was formed under the Limited Liability Company Act of the State of Illinois on
July 22, 2008 (the “Formation Date”), pursuant to Articles of Organization filed with the
Secretary of State of the State of Illinois, a copy of which is attached hereto as Exhibit
A (the “Articles of Organization”). Pursuant to the Action by Unanimous Written Consent
of the Board of Directors of Imperial PFC Financing, LLC in Lieu of Special Meeting, dated’ as of
September 8, 2010, a copy of which is attached hereto as Exhibit B, and the Written Consent
of the Sole Member of Imperial PFC Financing, LLC, dated as of September 8, 2010, a copy of which
is attached hereto as Exhibit C, one hundred percent (100%) of the Members (as defined
herein) of the Board of Directors (as defined herein), including the Independent Director(s) (as
defined herein) and one hundred percent (100%) of the holders of issued and outstanding membership
interests of the Company approve this Agreement as the amendment and restatement of the Original
Operating Agreement in its entirety.



ARTICLE I




DEFINITIONS AND TERMS



     1.1. Definitions. Unless the context otherwise requires, the following terms shall
have the following meanings for the purposes of this Agreement:



          “Affiliate” has the meaning specified in Section 3.1(b) hereof.




          “Agent” has the meaning specified in Section 3.1(a) hereof.







 









 








          “Agreement” has the meaning specified in the introductory paragraph of this Agreement.




          “Applicable Non-Licensed States” has the meaning set forth in the Financing Agreement.




          “Articles of Organization” has the meaning specified in the Preliminary Statement
paragraph of this Agreement.




          “Board of Directors” has the meaning specified in Section 3.1(a) hereof.




          “Business Day” means any day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required to close.




          “Capital Account” means, for each Member, the sum of (a) such Member’s Capital
Contributions, if any, plus (b) the Net Profits and other items of Company income and gain
allocated to such Member pursuant to this Agreement, minus (c) the aggregate amount of
distributions of cash made to such Member, minus (d) the Net Losses and other items of Company loss
and deduction allocated to such Member pursuant to this Agreement, and (e) otherwise adjusted in
accordance with Treas. Reg. § 1.704-1(b)(2)(iv). All such contributions, allocations and
distributions shall be credited or charged, as the case may be, to the appropriate Capital Account
of the respective Members to whom they apply, as of the time the contributions, allocations or
distributions are made.




          “Capital Contribution” means, for each Member, such Member’s contribution to the
capital of the Company (i) as set forth on Schedule I hereto as of the Effective Date and (ii) on
any date after the Effective Date.




          “Code” means the Internal Revenue Code of 1986, as amended from time to time.




          “Company” has the meaning specified in the introductory paragraph of this Agreement.




          “Company Act” means the Investment Company Act of 1940, as amended, and the rules
thereunder.




          “Director” has the meaning specified in Section 3.1(a) hereof.




          “Effective Date” has the meaning specified in the introductory paragraph of this
Agreement.




          “Eligible Insurance Premium Loan” has the meaning set forth in the Financing
Agreement.




          “Financing Agreement” means the Financing Agreement, dated as of August 7, 2008 (as
amended, restated, supplemented, modified or otherwise changed from time to time), by and among the
Company, the lenders from time to time party thereto and Ableco Finance LLC, as administrative
agent and collateral agent.






2









 








          “Fiscal Year” means the taxable year of the Company, which shall be the calendar year
or such other taxable year as required by Section 706(b) of the Code.




          “Formation Date” has the meaning specified in the Preliminary Statement paragraph of
this Agreement.




          “Imperial” has the meaning specified in Section 3.1(b) hereof.




          “Imperial Premium Finance” has the meaning specified in the introductory paragraph of
this Agreement.




          “Independent Director” has the meaning specified in Section 3.1(b) hereof.




          “Initial Servicer” means Portfolio Financial Servicing Company, a Delaware
corporation.




          “Initial Servicing Agreement” means the Amended and Restated Servicing Agreement,
dated as of the date hereof (as amended, restated, supplemented, modified or otherwise changed from
time to time in accordance with the Settlement Agreement), by and between the Initial Servicer and
the Company, in form and substance satisfactory to Lexington.




          “Insurance Premium Loan Assignment Agreement” means each sale and assignment agreement
by and between the Originator and the Company, pursuant to which the Company purchased Eligible
Insurance Premium Loans originated by the Originator in the Applicable Non-Licensed States as the
same may be amended, amended and restated, supplemented or otherwise modified from time to time.




          “Interest” means the interest of a Member (which shall be considered personal property
for all purposes) in the capital, Net Profits, Net Losses and distributions of the Company and
other rights granted to a Member pursuant to this Agreement.




          “Interest Certificate” has the meaning specified in Section 11.7(c)(i) hereof.




          “Lexington” means Lexington Insurance Company, a Delaware property and casualty
insurance company.




          “Limited Liability Company Act” means the Illinois Limited Liability Company Act.




          “Master Participation Agreement” means the Master Participation Agreement, dated as of
August 7, 2008, by and between the Originator and the Company, pursuant to which the Company
purchased 100% participations in the Eligible Insurance Premium Loans originated by the Originator
in the Applicable Licensed States as the same may be amended, amended and restated, supplemented or
otherwise modified from time to time.




          “Member” has the meaning specified in the introductory paragraph of this Agreement.







3









 








          “Net Profits” and “Net Losses” mean, for each Fiscal Year or other period, an
amount equal to the Company’s taxable income or loss for such Fiscal Year or period, determined in
accordance with generally accepted accounting principles, subject to the requirements of Section
703(a) of the Code, which for this purpose shall include all items of income, gain, loss or
deduction required to be stated separately pursuant to Section 703(a)(1) of the Code, with the
following adjustments:




          (a) any income of the Company that is exempt from Federal income tax and not otherwise taken
into account in computing Net Profits or Net Losses pursuant to this definition shall be added to
such taxable income or loss; and




          (b) any expenditures of the Company described in Section 705(a)(2)(B) of the Code or treated
as Section 705(a)(2)(B) of the Code expenditures pursuant to Treas. Reg. § 1.704-1(b)(2)(iv)(i)
(other than expenses in respect of which an election is properly made under Section 709 of the
Code), and not otherwise taken into account in computing Net Profits or Net Losses pursuant to this
definition shall be subtracted from such taxable income or loss.




          “Obligations” has the meaning set forth in the Settlement Agreement. “Originator”
means Imperial Premium Finance.




          “Percentage Interest” of a Member means, as of the Effective Date, the Percentage
Interest set forth opposite such Member’s name on Schedule I hereto, and thereafter, as
determined by the Members upon the additional Capital Contribution, if any, or withdrawal of
capital, if any, of such Member or the admission of a new Member pursuant to Section 8.2
hereof.




          “Person” means any individual, corporation, partnership, limited liability company,
firm, joint venture, association, joint-stock company, trust, unincorporated organization,
governmental or regulatory body or other entity.




          “Primary Affiliate” has the meaning specified in Section 3.1(b) hereof.




          “Original Operating Agreement” has the meaning specified in the introductory paragraph
of this Agreement.




          “Servicer” means (i) prior to the termination of the Initial Servicing Agreement, the
Initial Servicer and (ii) anytime thereafter, any other servicer approved in writing by Lexington.




          “Servicing Agreement” means (i) prior to the termination of the Initial Servicing
Agreement, the Initial Servicing Agreement and (ii) anytime thereafter, any other servicing
agreement in form and substance satisfactory to Lexington.




          “Settlement Agreement” means the Omnibus Claims Settlement Agreement, dated as of
September 8, 2010 (as amended, restated, supplemented, modified or otherwise changed from time to
time), by and between the Company and Lexington.




          “Settlement Document” has the meaning set forth in the Settlement Agreement.







4









 








          “Special Member” has the meaning set forth in Section 8.3 hereof.




          “Special Purpose Provisions” has the meaning set forth in Section 9.3 hereof.




          “Transfer” means an assignment, sale, mortgage, pledge, hypothecation, distribution or
other disposition of all or any part of an Interest in the Company (including any beneficial
interest therein).




          “Transferee” has the meaning specified in Section 11.7(c)(iii) hereof.




          “Transferor” has the meaning specified in Section 11.7(c)(iii) hereof.




          “UCC” has the meaning specified in Section 11.7(b) hereof.




ARTICLE II




GENERAL



     2.1. Registered Office and Agent. The registered office of the Company in the State of
Illinois is at 118 West Edwards Street, Suite 200, Springfield, Illinois 62704 and the registered
agent for the service of process on the Company in the State of Illinois at such address is Capitol
Corporate Services, Inc.



     2.2. Business and Purpose. The purposes and business of the Company are to engage
exclusively in the following activities: (a) to be a party to and perform its obligations and
enforce its rights and remedies under the Master Participation Agreement and each Insurance Premium
Loan Assignment Agreement, (b) to own, sell, transfer and otherwise deal with the purchased
Eligible Insurance Premium Loans, (c) to enter into, and perform its obligations under, any
Servicing Agreement, (d) to open accounts and maintain funds of the Company, (e) to maintain
records and accounts applicable to the operations of the Company, (1) to bring and defend legal
actions, (g) to execute, deliver and perform its obligations under the Settlement Agreement and the
Settlement Documents, (h) to take all steps that are necessary and/or requested by Lexington to
ensure that the security interest in the collateral contemplated by the Settlement Documents is
perfected and continues to be perfected and to otherwise take all steps required by the Settlement
Documents, (i) engaging in acts permitted under the Original Operating Agreement, and (j) engaging
in any activities reasonably related to the foregoing, but in each case in compliance with the
Settlement Documents so long as the Settlement Documents, or any of them, remain in effect. The
Company shall not, in furtherance of its limited purpose, incur indebtedness for money borrowed,
except as expressly permitted by the Settlement Agreement. In no event shall the Company acquire
any real property or other material assets, except as expressly set forth herein.



     2.3. Term. The term of the Company commenced on the Formation Date and will be
perpetual unless dissolved and terminated under Article IX.



5









 





ARTICLE III




MEMBERS; MANAGEMENT OF COMPANY



     3.1. Management of the Company; Board of Directors.



          (a) The business and affairs of the Company shall be managed by or under the direction of a
board of directors (the “Board of Directors”) established hereby. The Board of Directors
shall have the exclusive power and authority, which it may undertake and be discharged from by
delegation to officers of the Company or third parties (each, an “Agent”) which have
entered into one or more agreements with the Company to take any action on behalf of the Company,
to take any action of any kind not inconsistent with the provisions of this Agreement and to do
anything and everything it deems necessary or appropriate to carry on the business and purposes of
the Company. The members of the Board of Directors (each a “Director”) shall constitute
“managers” (within the meaning of Section 805 ILCS 180/15-1 of the Illinois Limited Liability
Company Act) of the Company. The Board of Directors is, to the extent of its right and powers set
forth in this Agreement, an agent of the Company for the purpose of conducting the Company’s
business, and the actions of the Company by and through the Board of Directors taken in accordance
with such rights and powers shall bind the Company; provided, however, only an
Agent or, pursuant to Section 3.2(b)(i) hereof, the President or other authorized officers
of the Company may sign any contract or other agreement on behalf of the Company, including,
without limitation, the documents described on Exhibit D attached hereto and all other
Settlement Documents contemplated by the Settlement Agreement. Except as provided below, no Member
shall participate in the management and control of the business of the Company. The Company will
keep minutes of the meetings of its members and Board of Directors, as appropriate.




          (b) The Board of Directors shall consist of at least three (3) Directors. At all
times at least one member of the Board of Directors shall be an Independent Director.
“Independent Director” means a natural person who at no time, prior to his or her
appointment as Independent Director has been, and during the continuation of his or her service as
Independent Director is not: (i) an employee, member, manager, stockholder, partner, officer or
holder of any direct or indirect economic interest of the Company or any of its Affiliates (other
than his or her service as an Independent Director or similar capacity of the Company or any of its
Affiliates); (ii) a customer, supplier, advisor, creditor, agent or consultant of the Company or
any of its Affiliates (other than an Independent Director provided by a corporate services company
that provides independent directors in the ordinary course of its business); or (iii) any immediate
family member of a person described in (i) or (ii). “Affiliate” means (A) the Originator
and any member of the Originator (any of the foregoing, a “Primary Affiliate”), (B) any
corporation, partnership, company, person or entity (i) which owns beneficially, directly or
indirectly, ten percent (10%) or more of the outstanding shares of stock (or ten percent (10%) or
more of its partnership or membership interests or its other capital interests) of a Primary
Affiliate, or (ii) of which ten percent (10%) or more of the outstanding shares of its stock (or
ten percent (10%) or more of its partnership or membership interests or its other capital
interests) is owned beneficially, directly or indirectly, by an entity described in clause (i)
above, or (iii) which is controlled by an entity described in clause (i) or (ii) above, as the term
“control” is defined under Section 230.405 of the Rules and Regulations of the Securities and
Exchange Commission, 17






6









 







C.F.R. Section 230.405, (C) any Member or (D) Imperial Holdings, LLC (“Imperial”) and
any other entity that is controlled by Imperial or under common control with Imperial, as the term
“control” is defined under Section 230.405 of the Rules and Regulations of the Securities and
Exchange Commission, 17 C.F.R. Section 230.405.




          (c) he members of the Board of Directors as of the Effective Date are identified on Schedule II hereto.




          (d) Any Director may be removed at any time with or without cause by the Members;
provided, however, that if the sole Independent Director is so removed, such
removal shall take effect only after not less than three (3) Business Days’ prior written notice
thereof to Lexington and only upon the designation by the Members of a successor Independent
Director and such Independent Director’s execution of a counterpart to this agreement.




          (e) If any Director shall cease to be a Director, other than by removal, then the remaining
Directors on the Board of Directors may designate a replacement by a majority of such remaining
Directors. If only one Independent Director shall be a member of the Board of Directors, the
resignation of such Independent Director shall take effect only after not less than three (3)
Business Days’ prior written notice thereof to Lexington and only at the time a successor
Independent Director is so designated by the remaining Directors on the Board of Directors and such
Independent Director’s execution of a counterpart to this agreement. Vacancies may be filled either
by the Members or by the remaining Directors on the Board of Directors. If an Independent Director
resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring
the unanimous affirmative vote of the Board of Directors shall be taken until a successor
Independent Director is elected and qualified and approves such action and such Independent
Director’s execution of a counterpart to this agreement.




          (f) The Directors on the Board of Directors need not be Members of the Company.




          (g) Except as expressly provided herein, the Board of Directors shall have the same authority
to act, either by meetings or written consent, as it would be authorized if the Company were a
corporation under the Illinois Business Corporation Act of 1983.




          (h) Notwithstanding any other provisions of this Agreement (including any amendments thereto)
or any provision of law that otherwise so empowers the Company, the Company shall not, without (i)
the affirmative vote of 100% of the members of the Board of Directors of the Company, including the
Independent Director(s), (ii) the affirmative vote of the holders of 100% of the issued and
outstanding membership interests of the Company, and (iii) so long as the Settlement Agreement
remains in full force and effect and until payment in full of the Obligations (as defined in the
Settlement Agreement) as to (i), (ii), (iii), (v) and (vii) below, the prior written consent of
Lexington, do any of the following:




               (i) engage in any business or activity other than as set forth in Article II;



               (ii) dissolve or liquidate, in whole or in part;



7









 





               (iii) (x) be a party to a merger or consolidation with any other entity, or (y) convey, lease,
sell or transfer all or substantially all of its assets to any entity, or permit any entity to
convey, lease, sell or transfer its assets as an entirety to the Company;



               (iv) institute proceedings to be adjudicated a bankrupt or insolvent, or consent to the
institution of bankruptcy or insolvency proceedings against it, or file a petition or consent to a
petition seeking reorganization or relief under any applicable federal or state law relating to
bankruptcy seeking the Company’s liquidation or reorganization or any other relief as a debtor, or
consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other
similar official) of the Company or a substantial part of its property, or make any assignment for
the benefit of creditors, or admit in writing its inability to pay its debts generally as they
become due, or, to the fullest extent of the law, take any corporate action in furtherance of any
such action;



               (v) take title to any personal or real property other than in the name of the Company;



               (vi) engage in any transaction or joint activity of any kind with an Affiliate or with any
other Person (except as permitted under Article II and under the Settlement Documents); or



               (vii) amend, alter, change or repeal in any manner whatsoever this Agreement.



     3.2. Officers.



          (a) The Board of Directors shall from time to time appoint such officers of the Company as it
may deem necessary or desirable. The Company shall have a President and may have one or more Vice
Presidents, a Secretary and a Treasurer, if appointed from time to time by the Board of Directors.
Other officers of the Company may be appointed from time to time by the Board of Directors. Each
officer shall serve such term and may be removed (with or without cause) at any time by the Board
of Directors. If an officer is employed by the Company, such designation shall terminate
automatically upon the termination of his employment with the Company.




          (b) The officers of the Company shall have such responsibilities, duties and powers as set
forth below:




               (i) President. The President shall, subject to the control of the Board of Directors,
have general charge and control of the business and affairs of the Company and the overall
implementation of the Company’s business objectives. He shall be the Chief Executive Officer of the
Company. He shall execute all contracts and other instruments of the Company, except where required
or permitted by law to be otherwise signed and executed and except that the other officers of the
Company may sign and execute documents when so authorized by the Board of Directors or the
President. The President shall preside at all meetings of the Members (if any) and the Board of
Directors. The President may also exercise such other powers as from time to time may be assigned
to him by the Board of Directors.



8









 





               (ii) Vice Presidents. Each Vice President shall perform such other duties and have
such other powers as the Board of Directors from time to time may prescribe.



               (iii) Secretary. The Secretary shall attend all meetings of the Board of Directors and
all meetings of Members and record all the proceedings thereof in a book or books to be kept for
the purpose. The Secretary shall give, or cause to be given, notice of all meetings of the Members
(if any) and special meetings of the Board of Directors, and shall perform such other duties as may
be prescribed by the Board of Directors or President, under whose supervision he shall be. If the
Secretary shall be unable to cause to be given notice of all meetings of the Members (if any) and
special meetings of the Board of Directors, then either the Board of Directors or the President may
choose another officer to cause such notice to be given. The Secretary shall see that all books,
reports, statements, certificates and other documents and records required by law to be kept or
filed are properly kept or filed, as the case may be.



               (iv) Treasurer. The Treasurer shall have the custody of the corporate funds and shall
keep full and accurate accounts of receipts and disbursements in books belonging to the Company and
shall deposit all moneys and other valuable effects in the name and to the credit of the Company in
such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the
funds of the Company as may be ordered by the Board of Directors, taking proper vouchers for such
disbursements, and shall render to the President and the Board of Directors, at its regular
meetings, or when the Board of Directors so requires, an account of all his transactions as
Treasurer and of the financial condition of the Company. If required by the Board of Directors, the
Treasurer shall give the Company a bond in such sum and with such surety or sureties as shall be
satisfactory to the Board of Directors for the faithful performance of the duties of his office and
for the restoration to the Company, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever kind in his possession
or under his control belonging to the Company.



               (v) Other Officers. Such other officers as the Board of Directors may choose shall
perform such duties and have such powers as from time to time may be assigned to them by the Board
of Directors. The Board of Directors may delegate to any other officer of the Company the power to
choose such other officers and to prescribe their respective duties and powers.



          (c) Upon the resignation, removal, death, permanent disability or inability to serve of an
officer, his replacement shall be appointed by an affirmative majority vote of the Directors.




     3.3. Maintenance of Separateness. The Company shall at all times be obligated to:



          (a) maintain all of its business records and books of account separate from those of the
Originator or any other Person;




          (b) ensure that its assets are not commingled with the assets of the Originator or any other
Person;




          (c) conduct its business solely in its own name so as not to mislead third parties as to the
identity of the entity with which such third parties are dealing, and maintain and






9









 







utilize separate stationary, invoices and checks, and make no oral or written communications
in the Company name if they relate to the Originator;




          (d) obtain, whenever necessary, proper authorization from its Directors or Members, as
appropriate, for any action taken or to be taken by the Company;




          (e) maintain financial statements separate from those of the Originator and any other Person,
which financial statements will indicate the separate existence of the Company and its assets and
liabilities;




          (f) provide for its operating expenses and liabilities, including its organizational expenses
and the salaries of its own employees, from its own funds and not from the funds of any other
Person;




          (g) observe all procedures and formalities required by this Agreement and the laws of the
State of Illinois and preserve its existence;




          (h) ensure that all transactions between the Company and any Affiliate will be at arm’s length
and on terms no less favorable than available to either party in a similar transaction with a
non-affiliate;




          (i) maintain its assets in such a manner that it is not costly or difficult to segregate,
ascertain or otherwise identify such assets from those of each of its Members or any other Person;




          (j) ensure that its initial capitalization is sufficient, and maintain adequate capital, in
light of its limited purpose and business;




          (k) ensure that it does not make any advance to or guarantee or become obligated for the debts
of the Originator or any other Person or hold itself out to be responsible for the debts of the
Originator or any other Person;




          (l) maintain and conduct its business from an office separate from that of any Affiliate and
sublease office space at a rent representing its pro rata share based upon an existing lease, of
sufficient space which is separately allocated and identifiable to conduct its business;




          (m) ensure that it does not pledge its assets for the benefit of any other Person (other than
in favor of Lexington pursuant to the Settlement Documents);




          (n) ensure that it does not enter into any agreement to be named, directly or indirectly, as a
direct or contingent beneficiary or loss payee on any insurance policy covering the property of any
other Person;




          (o) ensure that it will not conceal from creditors any of its assets or participate in
concealing the assets of any other Person;




          (p) avoid acquiring any obligations or securities of any Affiliate;







10









 








          (q) ensure that it does not become involved in the day-to-day management of any other Person;




          (r) ensure that it does not act as an agent of any other Person in any capacity;




          (s) ensure that it holds itself out as a separate entity and use reasonable efforts to correct
any known misunderstanding regarding separateness; and




          (t) ensure that it does not take any action or conduct its affairs in a manner that could
result in its separate existence being ignored, or its assets and liabilities being substantively
consolidated with those of any Person in a bankruptcy, reorganization or other insolvency
proceeding.




     3.4. Liability to Third Parties. The debts, obligations and liabilities of the
Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Company, and no Member or any officer of the Company shall be obligated
personally for any such debt, obligation or liability by reason of his or her acting as a Member or
officer of the Company.



ARTICLE IV




CAPITAL



     4.1. Capital Contributions. As of the Effective Date, each Member has made a Capital
Contribution to the Company in the amount set forth opposite such Member’s name on the attached
Schedule I. No Member shall be required to make any additional Capital Contribution to the
Company. Each Member shall have an Interest equal to its Percentage Interest as shown on
Schedule I.



     4.2. Interest on and Return of Capital. No Member shall be entitled to interest on its
Capital Account, nor have the right to demand or to receive the return of all or any part of its
Capital Account, except as otherwise provided in Article VI or IX of this Agreement.



ARTICLE V




ALLOCATION OF PROFITS AND LOSSES



     5.1. Net Profits and Net Losses. Net Profits and Net Losses shall be a located among
the Members in accordance with their respective Percentage Interests.



ARTICLE VI




DISTRIBUTIONS



     6.1. Distributions of Cash. Subject to the terms of the Settlement Agreement, at the
times determined by the unanimous agreement of the Members, the Company shall distribute any cash
held by it which is not reasonably necessary for the operation of the Company to the Members in
accordance with their respective Percentage Interests.



11









 





     6.2. Withholding. If the Company is required to withhold any tax with respect to a
distributive share of Company income, gain, loss, deduction or credit, the Members shall cause the
Company to withhold and pay the tax.



ARTICLE VII




ADMISSION AND RESIGNATION OF MEMBERS



     7.1. Admission of Members. No Person may be admitted to the Company as a Member except
in accordance with Article VIII. Interests in the Company shall be held only by Members
that are “Qualified Purchasers” within the meaning of the Company Act, or by a “Knowledgeable
Employee” within the meaning of Rule 3c-5 of the Company Act.



     7.2. Resignation by Member. Each Member covenants that it will not voluntarily resign
from the Company.



ARTICLE VIII




TRANSFER OF MEMBER INTERESTS



     8.1. Transfer of Member Interests. The Interest of any Member may not be Transferred.
Any Transfer by a Member of all or any part of its Interest in the Company shall be null and void
and without any legal effect. Notwithstanding the foregoing, any Transfer by a Member of all or
part of its Interest in the Company to Lexington pursuant to the Settlement Documents is permitted
as a Transfer hereunder.



     8.2. Admission of Additional Members. Additional Members may only be admitted with the
written consent of all of the then-existing Members. Notwithstanding the foregoing, upon a
foreclosure, sale or other transfer of any Interests in the Company pursuant to the Settlement
Documents, the transferee of such Interests in the Company shall automatically be admitted as
member of the Company upon such foreclosure, sale or other transfer, with all of the rights and
obligations of the Member hereunder. The Company acknowledges that the pledge of the Interests in
the Company made by each Member in connection with the Settlement Documents shall be a pledge not
only of profits and losses of the Company, but also a pledge of all rights and obligations of the
Member. Upon a foreclosure, sale or other transfer of the Interests in the Company pursuant to the
Settlement Documents, the successor Member may transfer its Interests in the Company.



     8.3. Special Members. Upon the occurrence of any event that causes the Member to cease
to be a member of the Company (other than upon continuation of the Company without dissolution upon
(i) an assignment by the Member of all of its limited liability company interest in the Company and
the admission of the transferee pursuant to Section 8.1, or (ii) the resignation of the
Member and the admission of an additional member of the Company pursuant to Sections 8.2
and 8.3), each Person acting as an Independent Director pursuant to Section 3.1(b)
shall, without any action of any Person and simultaneously with the Member ceasing to be a member
of the Company, automatically be admitted to the Company as a Special Member and shall continue the
Company without dissolution. No Special Member may resign from the



12









 




Company or transfer its rights as Special Member unless (i) a successor Special Member has
been admitted to the Company as Special Member by executing a counterpart to this Agreement and
(ii) such successor has also accepted its appointment as Independent Director pursuant to
Section 3.1(b); provided, however, the Special Members shall automatically
cease to be members of the Company upon the admission to the Company of a substitute Member. Each
“Special Member” shall be a member of the Company that has no interest in the profits,
losses and capital of the Company and has no right to receive any distributions of Company assets.
A Special Member shall not be required to make any capital contributions to the Company and shall
not receive a limited liability company interest in the Company. A Special Member, in its capacity
as Special Member, may not bind the Company. Each Special Member, in its capacity as Special
Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter
relating to, the Company, including, without limitation, the merger, consolidation or conversion of
the Company. In order to implement the admission to the Company of each Special Member, each Person
acting as an Independent Director pursuant to Section 3.1(b) shall execute a counterpart to
this Agreement. Prior to its admission to the Company as Special Member, each Person acting as an
Independent Director pursuant to Section 3.1(b) shall not be a member of the Company.




ARTICLE IX




DISSOLUTION, BANKRUPTCY AND CONSOLIDATION OF THE COMPANY



     9.1. Events of Dissolution. Following the date on which the Obligations have been paid
in full and the Settlement Agreement has been terminated, the Company shall be dissolved and
terminated upon the earliest to occur of the following events of dissolution:




     9.1.1. Written Notice. Written notice of the Board of Directors to the Members.




     9.1.2. Court Dissolution. The entry of a decree of judicial dissolution under
Section 805 ILCS 180/35-1 of the Illinois Limited Liability Company Act.


Notwithstanding Sections 805 ILCS 180/35-1 and 805 ILCS 180/35-45 of the Illinois Limited Liability
Company Act, the bankruptcy or any other event listed under Sections 805 ILCS 180/35-1, 805 ILCS
180/35-45, 805 ILCS 180/50 and 805 ILCS 180/55 of the Illinois Limited Liability Company Act
relating to a Member shall not result in (i) such Member ceasing to be a Member of the Company or
(ii) the dissolution of the Company.




     9.2. Winding Up. Upon the dissolution of the Company, a Member or other Person
selected by the holders of all of the Percentage Interests shall immediately commence to wind up
the Company’s affairs. The proceeds from liquidation of the Company assets shall be applied in the
following order of priority:




     9.2.1. Debts to Third Parties. To payment of the debts and liabilities of the
Company (other than to Members) in the order of priority provided by law.




     9.2.2. Reserves. To the establishment of reserves which are reasonably
necessary for any contingent or unforeseen liabilities or obligations of the Company.



13









 






     9.2.3. Debts to Members. To the payment of debts and liabilities of the Company
to Members; and




     9.2.4. Distribution to Members. The remaining assets shall be distributed to
the Members in proportion to their respective Capital Account balances at the time of
distribution.



     9.3. Bankruptcy Limitation. Notwithstanding any provision to the contrary in this
Agreement or applicable law, without the written approval of all Members and all Directors on the
Board of Directors (including the Independent Director(s)), neither any Member nor the Company
shall have the right to (i) institute proceedings to have the Company adjudicated as bankrupt or
insolvent; (ii) consent to the institution of bankruptcy or insolvency proceedings against the
Company; (iii) file a petition or consent to a petition seeking reorganization or relief on behalf
of the Company under any applicable state or Federal law relating to bankruptcy or insolvency; (iv)
consent to the appointment of a receiver, conservator, liquidator, assignee, trustee, sequestrator
(or other similar official) of the Company or a substantial part of its property; (v) make or
consent to the making of any assignment for the benefit of the Company’s creditors; (vi) cause the
Company to admit in writing its inability to pay its debts generally as they become due or admit
that it is otherwise insolvent; (vii) take any action or cause the Company to take any action, in
furtherance of the foregoing; or (viii) amend, alter, change or repeal (or adopt any amendment
inconsistent with) any of the following Sections of this Agreement: Sections 2.2,
3.1, 3.3, 8.1, 8.2, 8.3, 9.1, 9.4,
11.7 and this Section 9.3 (collectively, the -Special Purpose Provisions”). So long
as any Obligations are outstanding, no amendment may be made to any of the Special Purpose
Provisions or to the Articles of Organization of the Company unless, prior thereto, Lexington shall
have been given written notice thereof and shall have consented in writing to such amendment. When
acting on matters subject to the vote of the Directors on the Board of Directors, notwithstanding
that the Company may not be insolvent, the Directors (including the Independent Directors)) shall
take into account the interests of the Company’s creditors.



     9.4. No Merger or Consolidation. The Company shall not, without the written approval
of Lexington and all Members and Directors on the Board of Directors (including the Independent
Director(s)), consolidate or merge with, or sell all or substantially all of the assets of the
Company to any other Person (including, without limitation, any of its Members or Affiliates).



ARTICLE X




NOTICES AND ADDRESSES



     10.1. Manner of Notices for Members. All notices or other communications given or made
under this Agreement shall be in writing, and shall be addressed to the Member to whom it is
directed at the address listed for such Member as set forth on Schedule I to this agreement or to
such other address as the Member may subsequently submit to the Company in writing, and to the
Company at the following address:



14









 




701 Park of Commerce Blvd., Suite 301

Boca Raton, Florida 33487

Attn.: President




     10.2. Manner of Notices for Board of Directors. Notice of each special meeting of the
Board of Directors (and of each annual meeting which is not held immediately after, and in the same
place as, a meeting of the Members) shall be given, not later than twenty-four (24) hours before
the meeting is scheduled to commence, by the President or the Secretary and shall state the place,
date and time of the meeting. Notice of each meeting may be delivered to a Director by hand or
given to a Director orally (either by telephone or in person) or mailed, telegraphed or sent by
facsimile transmission to a Director at his residence or usual place of business; provided,
however, that if notice of less than seventy-two (72) hours is given it may not be mailed
If mailed, the notice shall be deemed given when deposited in the United States mail, postage
prepaid; if telegraphed, the notice shall be deemed given when the contents of the telegram are
transmitted to the telegraph service with instructions that the telegram immediately be dispatched;
and if sent by facsimile transmission, the notice shall be deemed given when transmitted with
transmission confirmed. Notice of any meeting need not be given to any Director who shall submit,
either before or after the time stated therein, a signed waiver of notice or who shall attend the
meeting, other than for the express purpose of objecting at the beginning thereof to the
transaction of any business because the meeting is not lawfully called or convened. Notice of an
adjourned meeting, including the place, date and time of the new meeting, shall be given to all
Directors not present at the time of the adjournment, and also to the other Directors unless the
place, date and time of the new meeting are announced at the meeting at the time at which the
adjournment is taken.



ARTICLE XI




MISCELLANEOUS



     11.1. Counterparts. This Agreement may be executed in counterparts which, when taken
together, shall constitute one Agreement, binding on all parties, notwithstanding that all parties
are not signatories to the same counterpart.



     11.2. Amendments. Except as otherwise provided in Section 9.3, this Agreement
and the Articles of Organization of the Company may be amended, in whole or in part, only with the
prior written approval of all Members.



     11.3. Severability. If any portion of this Agreement is declared by a court of
competent jurisdiction to be void or unenforceable, such portion shall be deemed severed from this
Agreement and the balance of this Agreement shall remain in effect.



     11.4. Construction. This Agreement shall be interpreted, construed and enforced in
accordance with the laws of the State of Illinois.



     11.5. Waiver. Failure by a Member to complain of or to continue to complain of any act
or failure to act of any other Member regardless of how long such failure continues, shall not
constitute a waiver by such failing Member.



15









 





     11.6. Entire Agreement. This Agreement constitutes the entire agreement between the
parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous
agreements and understandings of the parties in connection therewith. No covenant, representation
or condition not expressed in this Agreement shall affect, or be effective to interpret, change or
restrict, the express opinion of this Agreement. The titles to Articles and Sections of this
Agreement are for convenience only and shall not be interpreted to limit or amplify the provisions
of this Agreement.



     11.7. Opt-in to Article 8.



          (a) Interests. A Member’s interests in the Company shall be represented by the Interests
issued to such Member by the Company. All of a Member’s Interests, in the aggregate, represent such
Member’s entire limited liability company interest in the Company. The Member hereby agrees that
its Interests shall for all purposes be personal property. A Member has no interest in specific
property of the Company.




          (b) Article 8 Opt-In. Each Interest in the Company shall constitute a “security”
within the meaning of, and governed by, (i) Article 8 of the Uniform Commercial Code (including
Section 8-102(a)(15) thereof) as in effect from time to time in the States of Illinois and New
York, and (ii) Article 8 of the Uniform Commercial Code of any other applicable jurisdiction that
now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adopted by the
American Law Institute and the National Conference of Commissioners on Uniform State Laws and
approved by the American Bar Association on February 14, 1995 (and each limited liability company
interest in the Company shall be treated as such a “security” for all such purposes, including,
without limitation perfection of the security interest therein under Articles 8 and 9 of each
applicable Uniform Commercial Code as the Company has “opted-in” to such provisions). The Company
shall maintain books for the purpose of registering the transfer of the Interests. Notwithstanding
any provision of this Agreement to the contrary, to the extent that any provision of this Agreement
is inconsistent with any non-waivable provision of Article 8 of the Uniform Commercial Code as in
effect in the State of Illinois (810 ILCS 5/8-101, et seq.) (the “UCC”), such
provision of Article 8 of the UCC shall control.




          (c) Interest Certificates.




               (i) Upon the issuance of Interests to any Member in accordance with the provisions of this
Agreement, the Company shall issue one or more Interest Certificates (as defined herein) in the
name of such Member. Each such Interest Certificate shall be denominated in terms of the percentage
of Interests evidenced by such Interest Certificate and shall be signed by the Company. “Interest
Certificate” means a certificate issued by the Company which evidences the ownership of one or more
Interests. Each Interest Certificate shall bear, in effect, the following legend: “Each limited
liability company interest in the Company represented by this certificate evidences an interest in
the Company and shall constitute a ‘security’ within the meaning of, and governed by, (i) Article 8
of the Uniform Commercial Code (including Section 8-102(a)(15) thereof) as in effect from time to
time in the States of Illinois and New York and (ii) Article 8 of the Uniform Commercial Code of
any other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions
to Article 8 thereof as adopted by the



16









 




American Law Institute and the National Conference of Commissioners on Uniform State Laws and
approved by the American Bar Association on February 14, 1995 (and each limited liability company
interest in the Company shall be treated as such a ‘security’ for all such purposes, including,
without limitation perfection of the security interest therein under Articles 8 and 9 of each
applicable Uniform Commercial Code as the Company has ‘opted-in’ to such provisions).” This
provision shall not be amended, and no such purported amendment to this provision shall be
effective until all outstanding certificates have been surrendered for cancellation.




               (ii) The Company shall issue a new Interest Certificate in place of any Interest Certificate
previously issued if the holder of the Interests represented by such Interest Certificate, as
reflected on the books and records of the Company:



                    (1) makes proof by affidavit, in form and substance satisfactory to the Company, that such
previously issued Interest Certificate has been lost, stolen or destroyed;



                    (2) requests the issuance of a new Interest Certificate before the Company has notice that
such previously issued Interest Certificate has been acquired by a purchaser for value in good
faith and without notice of an adverse claim;



                    (3) if requested by the Company, delivers to the Company a bond, in form and substance
satisfactory to the Company, with such surety or sureties as the Company may direct, to indemnify
the Company against any claim that may be made on account of the alleged loss, destruction or theft
of the previously issued Interest Certificate; and



                    (4) satisfies any other reasonable requirements imposed by the Company.



               (iii) Subject to the restrictions set forth in the Settlement Documents, upon a Member’s
Transfer in accordance with the provisions of this Agreement of any or all Interests represented by
a Interest Certificate, the Transferee of such Interests shall deliver such endorsed Interest
Certificate to the Company for cancellation, and the Company shall thereupon issue a new Interest
Certificate to such Transferee for the percentage of Interests being transferred and, if
applicable, cause to be issued to such Transferor a new Interest Certificate for that percentage of
Interests that were represented by the canceled Interest Certificate and that are not being
Transferred. “Transferee” means an assignee or transferee. “Transferor” means an
assignor or transferor.



     11.8. Indemnification. The Company shall indemnify any Person who is or was a Director
or officer of the Company, with respect to action taken or omitted by such Person in any capacity
in which such Person serves the Company, to the full extent authorized or permitted by law, as now
or hereafter in effect, and such right to indemnification shall continue as to a Person who has
ceased to be a Director or officer, as the case may be, and shall inure to the benefit of such
Person’s heirs, executors and personal and legal representatives. These rights of indemnification
shall not exclude any other right that any Person may have or hereafter acquire under this
Agreement, any statute, agreements, vote of stockholders or disinterested Directors or otherwise.
Any repeal or modification of these indemnification provisions shall not adversely



17









 




affect any rights to indemnification any Person may have at the time of such repeal or
modification with respect to any acts or omissions occurring prior to such repeal or modifications.
Notwithstanding anything to the contrary herein, any rights to indemnification shall be subordinate
to any and all security interests and other rights (including the payment of the Obligations) in
favor of Lexington pursuant to or in connection with the Settlement Documents.




     11.9. Third-Party Beneficiary. This Agreement will inure to the benefit of and be
binding upon the parties signatory hereto. Both of the parties hereto agree that Lexington is a
third-party beneficiary with respect to the Special Purpose Provisions hereof.



[Signatures on following page]









18









 








     IN WITNESS WHEREOF, the undersigned have caused their duly authorized representatives to
execute this Amended and Restated Limited Liability Company Agreement as of the date first written
above.



	 	 	 	 	 
	 	IMPERIAL PREMIUM FINANCE, LLC, a Florida limited
liability company, its sole Member


 	 
	 	By:  	IMPERIAL HOLDINGS, LLC, a Florida limited

liability company, its Managing Member

 	 
	 	By:  	 	 
	 	 	Jonathan Neuman, President 	 
	 	 	
 	 
	 	Donald J. Puglisi, Independent Director 	 
	 



Amended and Restated Limited Liability Company Agreement of Imperial PFC Financing, LLC




 









 








EXHIBIT A




ARTICLES OF ORGANIZATION



[SEE ATTACHED]



Amended and Restated Limited Liability Company Agreement of Imperial PFC Financing, LLC





 











 









	EXHIBIT A
File Number 0255957-9
To all to whom these Presents’ Shall Come, Greeting:
I, Jesse White, Secretary of State of the State of Illinois, do hereby
certify that I am the keeper of the records of the Department of
Business Services. I certify that
ATTACHED HERETO IS A TRUE AND CORRECT COPY, CONSISTING OF 4 PAGE(S), AS TAKEN
FROM ME ORIGINAL ON FILE IN THIS OFFICE FOR IMPERIAL PFC FINANCING, LLC.
In Testimony Whereof, I hereto set
my hand and cause to be affixed the Great Seal of the State of Illinois, this 26TH
day of AUGUSTA.D. 2010
Authentication #: 1023801189 Resse White
Authenticate at: http://www.cyberdriveillinois.com SECRETARY OF STATE





 









 












	Illinois
Form: LLC-5.5 Limited Liability Company Act            FILE: 0255-9579
April 2007 Articles of Organization
Secretary of State Jesse White            SUBMIT IN DUPLICATE            This space for use by Secretary of State
Department of Business Services            Must be typewritten.
Limited Liability Division
401 S. Second St., Rm. 351 This space for use by Secretary of State
Springfield, IL 62758
217.524-8008
www.cyberdriveillinois.com
Payment must be made by certified check, Filing Fee: $500
cashier’s check, Illinois attorney’s            Approved:
check, C.P.A.’s check or money order
payable to Secretary of State.
1. Limited Liability Company Name:IMPERIAL PFC FINANCING, LLC
The LLC name must contain the words Limited Liability Company, L.L.C. or LLC and cannot
contain the terms Corporation, Corp., Incorporated, Inc., Ltd., Co., Limited Partnership or
L.P.
2. Address of Principal Place of Business where records of the company will be kept: (P.O. Box
alone or c/o is unacceptable.)
701 Park of Commerce Blvd., Suite 301Boca RatonFL33487
3. Articles of Organization effective on: (check one)
T the filing date
£ a later date (not to exceed 60 days after the filing date):
Month, Day, Year
4. Registered Agent’s Name and Registered Office Address:
Registered Agent: Capitol Corporate Serices, Inc.
——
First Name            Middle Initial            Last Name
Registered Office: 118 West Edwards Street, Suite 200
——
(P.O. Box alone or            Number            Street            Suite #
c/o is unacceptable.)
Springfield, Illinois 62704 Sangamon County
——
City            ZIP Code            County
5. Purpose(s) for which the Limited Liability Company is organized: (If more space is needed,
attach additional sheets of this size.)
“The transaction of any or all lawful business for which Limited Liability Companies may be
organized under this Act.”
6. Latest date, if any, upon which the company is to dissolve:
(Leave blank if duration is perpetual.)Month, Day, Year
Printed by authority of the State of Illinois, April 2007 — 4M — LLC-4.11






 









 












	L.L.C-5.5
7. (OPTIONAL) Other provisions for the regulation of the internal affairs of the Company: (If
more space is needed, attach additional sheets of this size.)
8. The Limited Liability Company: (Check either a or b below.)
a. T is managed by the manager(s) (List names and business addresses.)
Beverly F. Gross 6615 West Boynton Beach Blvd., #394 Boynton Beach            FL 33437
Shelly A. Swetnam 6615 West Boynton Beach Blvd., #394 Boynton Beach            FL 33437
Donald J. Puglisi 850 Liberty Avenue, Suite 204 Newark            DE 19711
b. £ has management vested in the member(s) (List names and addresses.)
9. Names and Address of Organizer(s)

I affirm, under penalties of perjury, having authority to sign hereto, that these
Articles of Organization are to the best of my knowledge and belief, true,
correct and complete.
Dated            July 22 , 2008
——  —
Month & Day            Year
1. TBeverly F. Gross 1. 6615 West Boynton Beach Blvd., #394
——  —
Signature            NumberStreet
Beverly F. Gross            Boynton Each
——  —
Name (type or print) City/Town
FL 33437
——  —
Name if a Corporation or other Entity, and Title of Signer            StateZIP Code
2. 2.
——  —
Signature            NumberStreet
——  —
Name (type or print) City/Town
——  —
Name if a Corporation or other Entity, and Title of Signer            StateZIP Code
Signatures must be in black ink on an original document. Carbon copy, photocopy or rubber
stamp signatures may only be used on conformed copies.
Printed by authority of the State of Illinois, April 2007 — 4M — LLC-4.11





 









 












	Form: LLC-5.25 Illinois            FILE: 0255-9579
April 2007 Limited Liability Company Act
Articles of Amendment
Secretary of State Jesse White            SUBMIT IN DUPLICATE            This space for use by Secretary of State
Department of Business Services            Must be typewritten.
Limited Liability Division
401 S. Second St., Rm. 351 This space for use by Secretary of State
Springfield, IL 62758 Filing Fee: $150
217.524-8008 Approved:
www.cyberdriveillinois.com
Payment must be made by
business firm check payable to
Secretary of State. If check
is returned for any reason
this filing will be void.
1. Limited Liability Company Name: IMPERIAL PFC FINANCING, LLC

2. Articles of Amendment effective on:
R the file date
£ a later date (not to exceed 30 days after the file date)
Month, Day, Year
3. Articles of Organization are amended as follows (check applicable item(s) below):
£ a) Admission of a new member (give name and address below)*
£ b) Admission of a new manager (give name and address below)*
£ c) Withdrawal of a member (give name below)*
£ d) Withdrawal of a manager (give name below)*
R e) Change in address of the office at which the records required by Section 1-40 of
the Act are kept (give new
address, including county below)
£ f) Change of registered agent and/or registered agent’s office (give new name and
address, including county
below) (Address change of P.O. Box alone or c/o is unacceptable.)
£ g) Change in the Limited Liability Company’s name (give new name below)
£ h) Change in date of dissolution or other events of dissolution enumerated in Item 6
of the Articles of
Organization
£ i) Other (give information in space below)
* Changes in members/managers may, but are not required to, be reported in an amendment to
the Articles of Organization.
Additional Information:
3(e) Address of Principal Place of Business where records of the company will be kept:
500 N. Michigan Avenue
Suite 300
Chicago, IL y60611
County — Cook
(continued on back)
Printed by authority of the State of Illinois, April 2007 — 2M — LLC-11.10






 









 












	4. This amendment was approved in accordance with Section 5025 of the Illinois Limited
Liability Company Act, and, if adopted by the managers, was approved by not less than the
minimum number of managers necessary to approve the amendment, member action not being
required; or, if adopted by the members, was approved by not less than the minimum number of
members necessary to approve the amendment.
5. I affirm, under penalties of perjury, having authority to sign hereto, that these Articles of
Amendment are to the best of my knowledge and belief, true, correct and complete.
Dated            August 5
        , 2008
Month & Day            Year
Beverly F. Gross

Signature (Must comply with Section 5-45 of ILLCA)
Beverly F. Gross, Manager

Name and Title (type or print)
If the member or manager signing this document is a company
or other entity, state Name of Company and indicate whether it is
a member or manager of the Limited Liability Company.
Printed by authority of the State of Illinois, April 2007 — 2M — LLC-11.10






 









 








EXHIBIT B




ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF IMPERIAL PFC FINANCING, LLC, IN LIEU OF SPECIAL MEETING



[SEE EXHIBIT N]



 









 





EXHIBIT C




WRITTEN CONSENT OF THE SOLE MEMBER OF

IMPERIAL PFC FINANCING, LLC



[SEE EXHIBIT P]



 









 





EXHIBIT D




SETTLEMENT AGREEMENTS




	1.	 	Payoff Letter, dated as of September 8, 2010, by and between Ableco Finance LLC and Imperial
PFC Financing, LLC.
	 
	2.	 	Omnibus Claims Settlement Agreement, dated as of September 8, 2010, by and between Imperial
PFC Financing, LLC and Lexington Insurance Company.
	 
	3.	 	Pledge and Security Agreement, dated as of September 8, 2010, by Imperial PFC Financing, LLC
in favor of Lexington Insurance Company.
	 
	4.	 	Amendment Letter, dated as of September 8, 2010, by and between Imperial Premium Finance, LLC
and Imperial PFC Financing, LLC, relating to the Master Participation Agreement.
	 
	5.	 	Amendment Letter, dated as of September 8, 2010, by and between Imperial Premium Finance, LLC
and Imperial PFC Financing, LLC, relating to the Insurance Premium Loan Sale and Assignment
Agreements.
	 
	6.	 	Amended and Restated Servicing Agreement, dated as of September 8, 2010, by and among
Portfolio Financial Servicing Company, Imperial PFC Financing, LLC and Lexington Insurance
Company.
	 
	7.	 	Acknowledgement Letter, dated as of September 8, 2010, by and between Wells Fargo Bank,
National Association, Imperial Premium Finance, LLC and Imperial PFC Financing, LLC, relating
to the Backup Servicing Agreement.
	 
	8.	 	Acknowledgment Letter, dated as of September 8, 2010, by and between SunTrust Bank and
Imperial PFC Financing, LLC, relating to the Restricted (Blocked) Account Agreement.
	 
	9.	 	Release and Reimbursement Letter Agreement, dated as of September 8, 2010, by and among
Imperial Premium Finance, LLC, Imperial PFC Financing, LLC and Lexington Insurance Company.
	 
	10.	 	UCC-1 Financing Statements.
	 
	11.	 	UCC-3 Termination Statements.
	 
	12.	 	Collateral Agency Agreement, dated as of September 8, 2010, by and among Imperial PFC
Financing, LLC, Imperial Premium Finance, LLC, Lexington Insurance Company and Portfolio
Financial Servicing Company.
	 
	13.	 	Deposit Account Control Agreement, dated as of September 8, 2010, by and between Imperial PFC
Financing, LLC, Wells Fargo Bank, N.A. and Lexington Insurance Company.




 









 











SCHEDULE I




	 	 	 	 	 	 	 	 	 
	 	 	Capital	 	Percentage
	Name and Address of Member	 	Contribution	 	Interest
	Imperial Premium Finance, LLC
	 	$	1,000	 	 	 	100	%
	701 Park of Commerce Blvd., suite 301


Boca Raton, Florida 33487
	 	 	 	 	 	 	 	 










 









 








SCHEDULE II




Board of Directors




	1.	 	Beverly F. Gross
	 
	2.	 	Shelly A. Swetnam
	 
	3.	 	Donald J. Puglisi1







 




			
	1	 	Independent Director






 











 





EXHIBIT J




Form of Master Participation Agreement Letter Amendment



[see attached]








 









 








Execution
Copy




Imperial Premium Finance, LLC

701 Park of Commerce Boulevard, Suite 301

Boca Raton, Florida 33487




September 8, 2010




Imperial PFC Financing, LLC

500 North Michigan Avenue, Suite 300

Chicago, Illinois 60611



With a copy to:




Foley & Larder LLP

One Independent Drive, Suite 1300

Jacksonville, Florida 32202

Attention: Robert S. Bernstein, Esq.




          Re: Amendment of Master Participation Agreement



Ladies and Gentlemen:




     Reference is hereby made to the Master Participation Agreement, dated as of August 7, 2008 (as
amended, supplemented or otherwise modified prior to the date hereof, the “Master Participation
Agreement”), by and between Imperial Premium Finance, LLC, a Florida limited liability company
(the “Originator”), and Imperial PFC Financing, LLC, an Illinois limited liability company
(the “Participant”). Any capitalized term used in this letter agreement (this
“Amendment Letter”) but not defined herein shall have the meaning set forth in the Master
Participation Agreement.



     Each of the parties hereto (i) acknowledges receipt of the Termination Direction Letter, dated
as of September 8, 2010, attached as Exhibit A hereto (the “Termination Direction
Letter”), pursuant to which Ableco Finance LLC, a Delaware limited liability company
(“Ableco”), notified each of the Originator and the Participant that Ableco relinquishes
any and all of its rights and obligations under the Master Participation Agreement, (ii)
acknowledges and agrees that pursuant to the Termination Direction Letter any and all of Ableco’s
rights and obligations under the Master Participation Agreement have terminated and (iii) desires
to amend the Master Participation Agreement.



     It is understood and agreed that the Master Participation Agreement is amended as follows:




	 	1.	 	Clause (ii) of Section 3.01 shall be deleted in its entirety and
replaced with the following:
	 
	 	 	 	“(ii) all (x) Collections thereon received by the Originator on or after the
Transfer Effective Date and prior to the date of the Amendment Letter and (y)
Collections




 









 






	 	 	 	(as defined in the Settlement Agreement) thereon received by the Originator on or
after the date of the Amendment Letter, in each case, including all cash proceeds
received with respect to such Insurance Premium Loans and all related security
(including “proceeds” as defined in the UCC of the jurisdiction whose law governs
the perfection of an interest in such Insurance Premium Loans).”






	 	2.	 	The references in Sections 5.03, 5.04(e), 5.04(g),
7.01(e), 8.01(c) and 8.01(e) to “Collections” shall be deleted
and replaced with the following: “Collections (as defined in the Settlement
Agreement)”.
	 
	 	3.	 	Section 5.03(a) shall be deleted in its entirety and replaced with the
following:
	 
	 	 	 	“Repurchase of Participations for Certain Breaches. In the event of a breach of any
representations and warranties set forth in Sections 5.01(e), (f), (g), (h), (1),
(p) or (x), which breach has a material adverse effect on the value, enforceability
or collectability of any Insurance Premium Loan that is outstanding or the
collateral (including any life insurance policy or beneficial interest in a trust)
underlying such Insurance Premium Loan, upon the earlier to occur of the discovery
of such breach by the Originator or receipt by the Originator of written notice of
such breach given by or on behalf of the Participant, the Participant’s
Participation in each such Insurance Premium Loan shall be repurchased by the
Originator from the Participant and upon such repurchase shall terminate and be
extinguished.”
	 
	 	4.	 	The references in Sections 5.03(b) and 5.04(g) to “Collection
Account” shall be deleted and replaced with the following: “Collection Account (as
defined in the Settlement Agreement)”.
	 
	 	5.	 	Immediately following Section 5.03(b), new Section 5.03(c) shall be added to
read as follows:
	 
	 	 	 	“Repurchase of Participations as Exclusive Remedy. If, under the
circumstances contemplated under Section 5.03(a) hereof, the Originator completes a
repurchase of any Insurance Premium Loan in accordance with the terms of Section
5.03(b) hereof, such repurchase shall be the sole and exclusive remedy for the
applicable breach.”
	 
	 	6.	 	The references in Sections 5.04(a), 5.04(b), 6.01,
6.02, 9.02(c) and 9.08 to “Transaction Documents” shall be
deleted and replaced with the following: “Transaction Documents (as defined in the
Settlement Agreement)”.
	 
	 	7.	 	The references in Sections 5.04(a), 5.04(b) and 9.08 to
“Loan Documents” shall be deleted and replaced with the following: “Settlement
Documents”.
	 
	 	8.	 	The reference in Section 5.04(b) to “Servicing Agreement” shall be
deleted and replaced with the following: “Servicing Agreement (as defined in the
Settlement Agreement)”.




2









 












	 	9.	 	The reference in Section 5.04(e) to “Servicer” shall be deleted and
replaced with the following: “Servicer (as defined in the Settlement Agreement)”.
	 
	 	10.	 	The references in Sections 5.04(e), 5.04(1), 6.01 and
clause (1) of Section 7.01 to “Loan Documentation Package” shall be deleted and
replaced with the following: “Loan Documentation Package (as defined in the Settlement
Agreement)”.
	 
	 	11.	 	The following sentence shall be added to the end of Section 5.04(f):
	 
	 	 	 	“The Originator shall comply with all instructions from the Participant with respect
to any Insurance Premium Loan.”
	 
	 	12.	 	Subclauses (D) and (E) of clause (ii) of Section 5.04(h) shall be
deleted in their entirety and replaced with the following:
	 
	 	 	 	“(D) of the occurrence of a Prohibited Act (as defined in the Settlement Agreement)
or an Imperial Prohibited Act (as defined in the Settlement Agreement) by the
Originator or knowledge of the commission of a Prohibited Act or an Imperial
Prohibited Act by any Person with respect to an Insurance Premium Loan in which a
Participation is granted or sold by the Originator, (E) [intentionally omitted],
and”
	 
	 	13.	 	Section 5.04(q) shall be deleted in its entirety.
	 
	 	14.	 	The reference in Section 7.01(h) to “Servicer Default” shall be deleted
and replaced with the following: “Servicer Termination Event (as defined in the
Settlement Agreement)”.
	 
	 	15.	 	The references in Sections 7.01(i) and 9.03 to “Financing
Agreement” shall be deleted and replaced with the following: “Settlement Agreement”.
	 
	 	16.	 	The language in Section 7.01 immediately following Section 7.01(i),
beginning “then” and ending “an ‘Early Termination’)” shall be deleted in its entirety
and replaced with the following:
	 
	 	 	 	“then, (x) if the event set forth in paragraph (d) above shall have occurred, (i) an
Event of Termination shall occur without any notice, demand, protest or other
requirement of any kind immediately upon the occurrence of such event and (ii) the
Effective Period shall automatically terminate, and (y) if any Event of Termination
other than the event set forth in paragraph (d) above shall have occurred, (i) the
Participant may, by notice to the Originator, declare that an Event of Termination
shall occur as of the date set forth in such notice and (ii) the Effective Period
shall terminate as of the date set forth in such notice. Any termination of the
Effective Period pursuant to clause (x)(ii) or (y)(ii) of the immediately preceding
sentence shall constitute an “Early Termination”.
	 
	 	17.	 	The reference in Section 8.01 to “Indemnitees” shall be deleted and
replaced with the following: “Indemnitees (as defined in the Settlement Agreement)”.




3









 












	 	18.	 	Section 8.01(a) shall be deleted in its entirety and replaced with the
following:
	 
	 	 	 	“any representation, warranty or covenant made by the Originator under this
Agreement, or any other document, certificate or report delivered by the Originator
hereunder that was incorrect in any material respect when made or deemed made or
that the Originator failed to perform, provided, that (A) with regard to any
representation or warranty set forth in Sections 5.01(e), (f), (g), (h), (1), (p) or
(x) that was incorrect in any respect when made or deemed made and that has a
material adverse effect on the value, enforceability or collectability of the
collateral (including any life insurance policy or beneficial interest in a trust)
underlying an Insurance Premium Loan that (1) is no longer outstanding and (2) has
not been repurchased by the Originator pursuant to Section 5.03 hereof, then the
indemnification obligation arising under this Section 8.01(a) shall be for an amount
equal to the Purchase Price the Participant paid for the Participant’s Participation
in such Insurance Premium Loan, plus any increases in the related outstanding
principal balance of such Insurance Premium Loan after the relevant Transfer
Effective Date and (B) to the extent the Originator fails to comply with its
obligations under Section 5.03 hereof with respect to any Insurance Premium Loan
that is outstanding, then the indemnification obligation arising under this Section
8.01(a) shall be for an amount equal to the outstanding principal balance of such
Insurance Premium Loan on the day of payment of such indemnification obligation,
together with accrued and unpaid interest thereon through such date;”
	 
	 	19.	 	Section 8.01(b) shall be deleted in its entirety and replaced with the
following:
	 
	 	 	 	“the failure by the Originator to comply with this Agreement, the Transaction
Documents (as defined in the Settlement Agreement), the Loan Documents, the
Settlement Documents or any Requirement of Law with respect to any Insurance Premium
Loan or Life Insurance Policy;”
	 
	 	20.	 	Section 9.01 shall be deleted in its entirety and replaced with the
following:
	 
	 	 	 	“Amendment. This Agreement may be amended from time to time by the
Participant and the Originator in writing with the prior written consent of
Lexington. Each of the parties hereto agrees that Lexington is a third-party
beneficiary with respect to this Agreement.”
	 
	 	21.	 	In Exhibit A of the Master Participation Agreement, the following new
definitions are added alphabetically:
	 
	 	 	 	‘“Amendment Letter’ means the letter agreement, dated as of September 8, 2010, by
and between the Originator and the Participant, pursuant to which the Master
Participation Agreement was amended.”
	 
	 	 	 	‘“Lexington’ means Lexington Insurance Company, a Delaware property and casualty
insurance company.”





4









 





	 	 	 	‘“Settlement Agreement’ means the Omnibus Claims Settlement Agreement, dated as of
September 8, 2010 (as such agreement may be amended, supplemented or otherwise
modified from time to time), by and between the Participant and Lexington.”
	 
	 	 	 	“Settlement Document’ has the meaning set forth in the Settlement Agreement.”






	 	22.	 	In Exhibit A of the Master Participation Agreement, the definition of
“Transfer Effective Date” is deleted in its entirety and replaced with the following:
	 
	 	 	 	‘“Transfer Effective Date’ means, with respect to any Insurance Premium Loan in
which a Participation has been transferred, the related Funding Date;
provided, that no Transfer Effective Date shall occur after the date of the
Amendment Letter.”
	 
	 	23.	 	In Exhibit A of the Master Participation Agreement, the definition of
“Event of Bankruptcy” is deleted in its entirety and replaced with the following:
	 
	 	 	 	‘“Event of Bankruptcy’ means an Event of Default under Sections 9.01(g) or (h) of
the Financing Agreement.”
	 
	 	24.	 	In Exhibit A of the Master Participation Agreement, the definition of
“Lenders” shall be deleted in its entirety.





     Except as expressly amended hereby, the Master Participation Agreement, as amended by this
Amendment Letter, shall continue to be and shall remain in full force and effect in accordance with
its terms. This Amendment Letter shall not constitute an amendment o waiver of any provision of the
Master Participation Agreement except as expressly set forth herein. With respect to the Master
Participation Agreement, (i) the amendments described in Paragraphs 1, 2, 3, 4, 5, 6, 7, 8, 9, 10,
11, 12, 13, 14, 15, 17, 18, 19, 20, 21, 22 and 24 of this Amendment Letter shall be effective on
and after the date of this Amendment Letter and (ii) the amendments described in Paragraphs 16 and
23 of this Amendment Letter shall be effective on and after the Effective Date of the Master
Participation Agreement.



     THIS AMENDMENT LETTER FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF (OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     This Amendment Letter is the result of negotiations between the parties hereto, each of whom
has participated equally in the preparation of this Amendment Letter, and each of the parties
hereto agree that this Amendment Letter shall not be construed against any particular party on the
basis that an ambiguity is construed against the drafter.



     This Amendment Letter may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which when taken together shall constitute but one and the



5









 




same instrument. A facsimile or PDF copy of any signature hereto shall be deemed the original
thereof and shall be effective as delivery of a manually executed counterpart of this Amendment
Letter.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








6









 








     Please confirm your agreement with, and acceptance of, the foregoing by signing this Amendment
Letter below where indicated and returning a copy to me.



	 	 	 	 	 
	 	Very truly yours,



IMPERIAL PREMIUM FINANCE, LLC,

as the Originator

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



AGREED AND ACCEPTED:




	 	 	 	 	 
	IMPERIAL PFC FINANCING, LLC,

as the Participant

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 






	 	 	 	 	 

	cc:

	 	Lexington Insurance Company
	 	 
	 

	 	180 Maiden Lane, 19th Floor	 	 
	 

	 	New York, New York 10038	 	 
	 

	 	Attn: Surveillance Department	 	 
	 
	 	 	 	 
	 

	 	Risk Finance	 	 
	 

	 	180 Maiden Lane, 19th Floor	 	 
	 

	 	New York, New York 10038	 	 
	 

	 	Attn: Division General Counsel	 	 






Amendment Letter — Master Participation Agreement









 









 








EXHIBIT A




TERMINATION DIRECTION LETTER




[SEE EXHIBIT M]



Amendment Letter — Master Participation Agreement





 











 





EXHIBIT K




Form of Insurance Premium Loan Sale and Assignment Agreements Letter Amendment



[see attached]



 









 





Execution
Copy


Imperial Premium Finance, LLC

701 Park of Commerce Boulevard, Suite 301

Boca Raton, Florida 33487




September 8, 2010




Imperial PFC Financing, LLC

500 North Michigan Avenue, Suite 300

Chicago, Illinois 60611




With a copy to:




Foley & Larder LLP

One Independent Drive, Suite 1300

Jacksonville, Florida 32202

Attention: Robert S. Bernstein, Esq.





	 	Re: 	 	 Amendment of Insurance Premium Loan Sale and Assignment
Agreements




Ladies and Gentlemen:




     Reference is hereby made to each Insurance Premium Loan Sale and Assignment Agreement (each,
as amended, supplemented or otherwise modified prior to the date hereof, a “Loan Sale and
Assignment Agreement”) by and between Imperial Premium Finance, LLC, a Florida limited
liability company (the “Assignor”), and Imperial PFC Financing, LLC, an Illinois limited
liability company (the “Assignee”). Schedule I attached hereto sets forth each Loan
Sale and Assignment Agreement entered into by and between the Assignor and the Assignee; provided,
that to the extent that the Assignor or the Assignee later discovers that any Loan Sale and
Assignment Agreement entered into by and between the Assignor and the Assignee was inadvertently or
otherwise omitted from Schedule I attached hereto, the Assignor and the Assignee hereby
agree that (i) Schedule I attached hereto shall, promptly upon such discovery, be amended
to include such Loan Sale and Assignment Agreement and (ii) this letter agreement (this
“Amendment Letter”) shall apply with full force and effect with respect to such Loan Sale
and Assignment Agreement as though such Loan Sale and Assignment Agreement were included on
Schedule I attached hereto as of the date of this Amendment Letter. Any capitalized term
used in this Amendment Letter but not defined herein shall have the meaning set forth in the Loan
Sale and Assignment Agreement.



     Each of the parties hereto (i) acknowledges receipt of the Termination Direction Letter, dated
as of September 8, 2010, attached as Exhibit A hereto (the “Termination Direction
Letter”), pursuant to which Ableco Finance LLC, a Delaware limited liability company
(“Ableco”), notified each of the Assignor and the Assignee that Ableco relinquishes any and
all of its rights and obligations under each Loan Sale and Assignment Agreement; (ii) acknowledges
and agrees that pursuant to the Termination Direction Letter any and all of Ableco’s rights and



 









 




obligations under each such Loan Sale and Assignment Agreement have terminated; and (iii)
desires to amend each Loan Sale and Assignment Agreement.




     It is understood and agreed that each Loan Sale and Assignment Agreement is amended as
follows:




	 	1.	 	The second sentence of Section 2(m) shall be deleted in its entirety
and replaced with the following:
	 
	 	 	 	“An ‘Event of Bankruptcy’ means an Event of Default under Sections 9.01(g) or (h) of
the Financing Agreement.”
	 
	 	2.	 	Section 4(a) shall be deleted in its entirety and replaced with the
following:
	 
	 	 	 	“Repurchase of interests for Certain Breaches. In the event of a breach of
any representations and warranties set forth in Section 2(e), (f), (g), (h), (k),
(o) or (v), which breach has a material adverse effect on the value, enforceability
or collectability of any Insurance Premium Loan that is outstanding or the
collateral (including any life insurance policy or beneficial interest in a trust)
underlying any such Insurance Premium Loan, upon the earlier to occur of the
discovery of such breach by the Assignor or receipt by the Assignor of written
notice of such breach given by or on behalf of the Assignee, the Assignee’s interest
in each such Insurance Premium Loan shall be repurchased by the Assignor from the
Assignee and upon such repurchase shall terminate and be extinguished.”
	 
	 	3.	 	The reference in the first sentence of Section 4(b) to “Collection
Account” shall be deleted and replaced with the following: “Collection Account (as
defined in the Onm bus Claims Settlement Agreement, dated as of September 8, 2010 (as
such agreement may be amended, supplemented or otherwise modified from time to time,
the “Settlement Agreement”), by and between the Assignee and Lexington
Insurance Company, a Delaware property and casualty insurance company
(“Lexington”))”.
	 
	 	4.	 	Immediately following Section 4(b), new Section 4(c) shall be
added to read as follows:
	 
	 	 	 	“Repurchase of interests as Exclusive Remedy. lf, under the circumstances
contemplated under Section 4(a) hereof, the Assignor completes a repurchase of any
Insur nce Premium Loan in accordance with the terms of Section 4(b) hereof, such
repurchase shall be the sole and exclusive remedy for the applicable breach.”
	 
	 	5.	 	The references in Sections 4, 5(e) and 13 to
“Collections” shall be deleted and replaced with the following: “Collections (as
defined in the Settlement Agreement)”.
	 
	 	6.	 	The reference in Section 5(a) to “the Loan Documents and the
Transaction Documents” shall be deleted and replaced with the following: “the
Settlement





3









 











	 	 	 	Documents (as defined in the Settlement Agreement) and the Transaction Documents (as
defined in the Settlement Agreement)”.
	 
	 	7.	 	The reference in Section 5(e) to “Collection Account” shall be deleted
and replaced with the following: “Collection Account (as defined in the Settlement
Agreement)”.
	 
	 	8.	 	Section 5(j) shall be deleted in its entirety.
	 
	 	9.	 	The reference in Section 8 to “Servicing Agreement” shall be deleted
and replaced with the following: “Servicing Agreement (as defined in the Settlement
Agreement)”.
	 
	 	10.	 	The reference in Section 13 to “Indemnitees” shall be deleted and
replaced with the following: “Indemnitees (as defined in the Settlement Agreement)”.
	 
	 	11.	 	Clause (i) of Section 13 shall be deleted in its entirety and replaced
with the following:
	 
	 	 	 	“any representation, warranty or covenant made by the Assignor under this Assignment
Agreement, or any other document, certificate or report delivered by the Assignor
hereunder that was incorrect in any material respect when made or deemed made or
that the Assignor failed to perform, provided, that (A) with regard to any
representation or warranty set forth in Sections 2(e), (0, (g), (h), (k), (o) or (v)
that was incorrect in any respect when made or deemed made and that has a material
adverse effect on the value, enforceability or collectability of the collateral
(including any life insurance policy or beneficial interest in a trust) underlying
an Insurance Premium Loan that (1) is no longer outstanding and (2) has not been
repurchased by the Assignor pursuant to Section 4 hereof, then the indemnification
obligation arising under this clause (i) of this Section 13 shall be for an amount
equal to the Purchase Price set forth on Annex I to the related Assignment
Agreement, plus any increases in the related outstanding principal balance of such
Insurance Premium Loan after the Settlement Date and (B) to the extent the Assignor
fails to comply with its obligations under Section 4 hereof with respect to any
Insurance Premium Loan that is outstanding, then the indemnification obligation
arising under this clause (i) of this Section 13 shall be for an amount equal to the
outstanding principal balance of such Insurance Premium Loan on the date of payment
of such indemnification obligation, together with accrued and unpaid interest
thereon through such date:”
	 
	 	12.	 	Clause (ii) of Section 13 shall be deleted in its entirety and replaced
with the following:
	 
	 	 	 	“the failure by the Assignor to comply with this Assignment Agreement, the
Transaction Documents (as defined in the Settlement Agreement), the Loan Documents,
the Settlement Documents (as defined in the Settlement Agreement) or any Requirement
of Law with respect to any Insurance Premium Loan or Life Insurance Policy:”




4









 












	 	13.	 	Section 14 shall be deleted in its entirety and replaced with the
following:
	 
	 	 	 	“Amendment. This Assignment Agreement may be amended from time to time by
the Assignor and the Assignee in writing with the prior written consent of
Lexington. Each of the parties hereto agrees that Lexington is a third-party
beneficiary with respect to this Assignment Agreement.”





     Except as expressly amended hereby, each Loan Sale and Assignment Agreement, as amended by
this Amendment Letter, shall continue to be and shall remain in full force and effect in accordance
with its terms. This Amendment Letter shall not constitute an amendment or waiver of any provision
of any Loan Sale and Assignment Agreement except as expressly set forth herein. With respect to
each Loan Sale and Assignment Agreement, (i) the amendments described in Paragraphs 2, 3, 4, 5, 6,
7, 8, 9, 10, 11, 12 and 13 of this Amendment Letter shall be effective on and after the date of
this Amendment Letter and (ii) the amendment described in Paragraph 1 of this Amendment Letter
shall be effective on and after the Settlement Date of each such Loan Sale and Assignment
Agreement.



     THIS AMENDMENT LETTER FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF (OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     This Amendment Letter is the result of negotiations between the parties hereto, each of whom
has participated equally in the preparation of this Amendment Letter, and each of the parties
hereto agree that this Amendment Letter shall not be construed against any particular party on the
basis that an ambiguity is construed against the drafter.



     This Amendment Letter may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which when taken together shall constitute but one and the same instrument.
A facsimile or PDF copy of any signature hereto shall be deemed the original thereof and shall be
effective as delivery of a manually executed counterpart of this Amendment Letter.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



5









 





Execution Copy




     Please confirm your agreement with, and acceptance of, the foregoing by signing this Amendment
Letter below where indicated and returning a copy to me.



	 	 	 	 	 
	 	Very truly yours,



IMPERIAL PREMIUM FINANCE, LLC,

as the Assignor

 	 
	 	By:  	 
	 	 	Name:  	 
	 	 	Title:  	 
	 



	 	 	 	 	 
	AGREED AND ACCEPTED:



IMPERIAL PFC FINANCING, LLC,

as the Assignee

 	 	 
	By:  	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 




	cc: 	 	Lexington Insurance Company

180 Maiden Lane, 19th Floor

New York, New York 10038

Attn: Surveillance Department
	 
	 	 	Risk Finance

180 Maiden Lane, 19th Floor

New York, New York 10038

Attn: Division General Counsel





Amendment Letter — Loan Sale & Assignment Agreements



 









 







[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



SCHEDULE I




LOAN SALE AND ASSIGNMENT AGREEMENTS




[SEE ATTACHED]




 











 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



Schedule I to the Amendment Letter — Ableco Loan Sale & Assignment Agreements




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Loan Number	 	Amount of Loan	 	Status	 	Type of Agmt	 	Rate	 	Maturity Date
	 	4800007	 	 	2008-810
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/10/2010	 
	 	4800048	 	 	2008-706
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/28/2010	 
	 	4800010	 	 	2008-684
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/28/2010	 
	 	4800011	 	 	2008-833
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/28/2010	 
	 	4800016	 	 	2008-821
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/16/2010	 
	 	4800018	 	 	2008-774
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/1/2010	 
	 	4800019	 	 	2008-811
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/2/2010	 
	 	4800020	 	 	2008-659
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/24/2010	 
	 	4800021	 	 	2008-775
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/7/2010	 
	 	4800022	 	 	2008-809
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/23/2011	 
	 	4800024	 	 	2008-807
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	4/22/2010	 
	 	4800027	 	 	2008-673
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	4/1/2010	 
	 	4800029	 	 	2008-800
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	4/13/2010	 
	 	4800030	 	 	2008-799
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	4/13/2010	 
	 	4800031	 	 	2008-691
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/27/2010	 
	 	4800033	 	 	SLPO-2006-2841-01
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/26/2010	 
	 	4800037	 	 	2008-676
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/6/2010	 
	 	4800038	 	 	2008-708
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/1/2010	 
	 	4800041	 	 	2007-247
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/27/2009	 
	 	4800042	 	 	2008-789
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/16/2010	 
	 	4800043	 	 	2008-825
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/13/2010	 
	 	4800044	 	 	2008-824
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/28/2010	 
	 	4800045	 	 	2008-628
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/25/2010	 
	 	4800046	 	 	2008-547
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/1/2009	 
	 	4800047	 	 	2008-837
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/20/2010	 
	 	4800049	 	 	2008-747
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/1/2010	 
	 	4800051	 	 	2008-695
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/24/2010	 
	 	4800052	 	 	2008-722
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/16/2010	 
	 	4800054	 	 	2008-956
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/19/2009	 
	 	4800055	 	 	2008-968 
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/20/2009	 
	 	4800056	 	 	2008-959 
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/1/2009	 
	 	4800057	 	 	2008-982 (SLPO-2006-4520-01)
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/14/2009	 
	 	4800058	 	 	2008-954
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/27/2009	 
	 	4800059	 	 	2008-849
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/28/2010	 
	 	4800060	 	 	2008-978
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/7/2010	 
	 	4800061	 	 	2008-718
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/8/2009	 
	 	4800062	 	 	2008-856
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/23/2010	 
	 	4800063	 	 	2008-823
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/3/2011	 
	 	4800064	 	 	2008-835
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/27/2010	 
	 	4800065	 	 	2008-813
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	4/26/2010	 
	 	4800066	 	 	2008-859
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/1/2010	 
	 	4800067	 	 	2008-886
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/30/2010	 
	 	4800068	 	 	2008-920
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/18/2010	 
	 	4800069	 	 	2008-051
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/7/2010	 
	 	4800070	 	 	2008-064
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/15/2009	 
	 	4800072	 	 	2008-838
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/5/2010	 
	 	4800073	 	 	2008-972 (SLPO-2006-0169-01)
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/12/2009	 
	 	4800074	 	 	2008-727
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/20/2009	 
	 	4800075	 	 	2008-945
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/30/2010	 
	 	4800076	 	 	2008-758
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/28/2010	 
	 	4800077	 	 	2008-016
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/6/2010	 
	 	4800079	 	 	2008-892
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1018/2010	 
	 	4800080	 	 	2008-976
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/3/2009	 
	 	4800081	 	 	2008-851
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/21/2010	 
	 	4800082	 	 	2008-974
	 	 	[*]	 	 	Closed	 	loan Sale & Assign	 	 	[*]	 	 	 	6/18/2010	 
	 	4800083	 	 	2008-955
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/23/2009	 
	 	4800084	 	 	2008-828
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/30/2010	 
	 	4800085	 	 	2008-986
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/9/2010	 
	 	4800086	 	 	2008-998
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/15/2010	 
	 	4800088	 	 	2008-932
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/20/2010	 
	 	4800089	 	 	2008-855
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/23/2010	 
	 	4800090	 	 	2008-902
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/11/2009	 
	 	4800091	 	 	2008-1030
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/11/2009	 
	 	4800092	 	 	2008-1003
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/8/2009	 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.



 









 







[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Loan Number	 	Amount of Loan	 	Status	 	Type of Agmt	 	Rate	 	Maturity Date
	 	4800093	 	 	2008-880
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/25/2010	 
	 	4800094	 	 	2008-938
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/18/2010	 
	 	4800095	 	 	2008-881
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/20/2010	 
	 	4800096	 	 	2008-914
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/26/2010	 
	 	4800097	 	 	2008-581
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/28/2010	 
	 	4800098	 	 	2008-947
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/11/2010	 
	 	4800099	 	 	2008-904
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/3/2010	 
	 	4800100	 	 	2008-926
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/512010	 
	 	4800101	 	 	2008-1006
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/26/2009	 
	 	4800102	 	 	2008-739
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/23/2010	 
	 	4800103	 	 	2008-737
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/4/2010	 
	 	4800104	 	 	2008-977
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/5/2009	 
	 	4800105	 	 	2008-941
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/912010	 
	 	4800106	 	 	2008-1000
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/29/2010	 
	 	4800108	 	 	2008-857
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/25/2010	 
	 	4800109	 	 	2008-942
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/4/2010	 
	 	4800110	 	 	2008-879
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/3/2010	 
	 	4800111	 	 	2008-896
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/30/2010	 
	 	4800113	 	 	2008-2011
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/5/2009	 
	 	4800115	 	 	2008-854
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/19/2009	 
	 	4800116	 	 	2008-878
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/17/2010	 
	 	4800117	 	 	2008-966
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/22/2010	 
	 	4800118	 	 	2008-712
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/8/2010	 
	 	4800119	 	 	2008-1011
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/14/2009	 
	 	4800120	 	 	2008-907
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/10/2010	 
	 	4800121	 	 	2008-816
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/24/2010	 
	 	4800122	 	 	2008-91 1
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/24/2010	 
	 	4800123	 	 	2008-802
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/26/2010	 
	 	4800124	 	 	2008-1033
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/20/20119	 
	 	4800125	 	 	2008-1037
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/11/2010	 
	 	4800126	 	 	2008-1013
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/22/2009	 
	 	4800127	 	 	2008-860
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/6/2010	 
	 	4800128	 	 	2008-1012
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/12/2009	 
	 	4800129	 	 	2008-981
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/5/2009	 
	 	4800130	 	 	2008-831
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/28/2010	 
	 	4800132	 	 	2008-1019
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/1/2009	 
	 	4800133	 	 	2008-847
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/12/2010	 
	 	4800134	 	 	2008-864
	 	 	[*]	 	 	()pen	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/26/2010	 
	 	4800135	 	 	2008-997
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/18/2010	 
	 	4800136	 	 	2008-990
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/5/2010	 
	 	4800137	 	 	2008-1026
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/28/2010	 
	 	4800138	 	 	2008-1035
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/21/2010	 
	 	4800139	 	 	2008-1036
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/21/2010	 
	 	4800140	 	 	2008-994
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/5/2010	 
	 	4800141	 	 	2008-1020
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/17/2010	 
	 	4800143	 	 	2008-797
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/21/2010	 
	 	4800144	 	 	2008-948
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/5/2010	 
	 	4800145	 	 	2008-885
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/15/2010	 
	 	4800149	 	 	2008-743
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/12/2010	 
	 	4800154	 	 	2008-939
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/26/2010	 
	 	4800157	 	 	2008-637
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/2/2010	 
	 	4800162	 	 	2008-958
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/4/2009	 
	 	4800163	 	 	2008-1044
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/01/2011	 
	 	4800164	 	 	2008-901
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/8/2010	 
	 	4800165	 	 	2008-1048
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/24/2010	 
	 	4800168	 	 	2008-761
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/16/2010	 
	 	4800169	 	 	2008-912
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/8/2010	 
	 	4800170	 	 	2008-869
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/13/2010	 
	 	4800171	 	 	2008-971
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/15/2010	 
	 	4800172	 	 	2008-872
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/8/2010	 
	 	4800173	 	 	2008-861
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/15/2010	 
	 	4800174	 	 	2008-893
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/28/2010	 
	 	4800175	 	 	2008-1002
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/10/21110	 
	 	4800177	 	 	2008-899
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/5/2011	 
	 	4800178	 	 	2008-975
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/26/2010	 
	 	4800179	 	 	2008-903
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/19/2010	 
	 	4800184	 	 	2008-1027
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/6/2010	 






[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




 









 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Loan Number	 	Amount of Loan	 	Status	 	Type of Agmt	 	Rate	 	Maturity Date
	 	4800186	 	 	2008-683
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/11/2010	 
	 	4800187	 	 	2008-699
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/25/2010	 
	 	4800189	 	 	2007-429
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/28/2010	 
	 	4800191	 	 	2008-1018
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/20/2009	 
	 	4800192	 	 	2007-408
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/21/2010	 
	 	4800193	 	 	2008-633
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/21/2010	 
	 	4800194	 	 	2007-418
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/14/2010	 
	 	4800196	 	 	2008-1043
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/27/2010	 
	 	4800197	 	 	2008-1034
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/15/2009	 
	 	4800198	 	 	2008-872
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/2/2011	 
	 	4800199	 	 	2007-334
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/19/2009	 
	 	4800201	 	 	2008-1065
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/10/2009	 
	 	4800202	 	 	2008-749
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/14/2010	 
	 	4800203	 	 	2008-601
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/25/2010	 
	 	4800204	 	 	2008-1031
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/10/2010	 
	 	4800205	 	 	2008-927
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/23/2010	 
	 	4800206	 	 	2008-110
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/23/2010	 
	 	4800207	 	 	2008-853
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/27/2010	 
	 	4800208	 	 	2008-917
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/15/2010	 
	 	4800509	 	 	2008-933
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/30/2010	 
	 	4800210	 	 	2008-905
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/17/2010	 
	 	4800211	 	 	2008-995
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/22/2010	 
	 	000212	 	 	2008-1053
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/27/2010	 
	 	4800213	 	 	2008-891
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/19/2011	 
	 	4800214	 	 	1008-1041
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/21/2011	 
	 	4800215	 	 	2008-992
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/11/2011	 
	 	4800216	 	 	2008-836
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/14/2010	 
	 	4800217	 	 	2008-1072
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/11/2011	 
	 	4800218	 	 	2008-1067
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/5/2011	 
	 	4800219	 	 	2(008-999
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/11/2010	 
	 	4800220	 	 	2008-1064
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/6/2011	 
	 	4800221	 	 	2008-873
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/27/2010	 
	 	4800222	 	 	2008-987
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/28/2010	 
	 	4800223	 	 	2008-1051
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/28/2010	 
	 	4800224	 	 	2008-940
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/27/2010	 
	 	4800225	 	 	2008-1056
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/12/2010	 
	 	4800226	 	 	2008-1085
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/19/2011	 
	 	4800227	 	 	2008-1040
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/26/2011	 
	 	4800228	 	 	2008-993
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/3/2010	 
	 	4800229	 	 	2008-492
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/28/2010	 
	 	4800230	 	 	2008-519
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/18/2010	 
	 	4800231	 	 	2007-405
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/28/2010	 
	 	4800232	 	 	2007-412
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/21/2010	 
	 	4800233	 	 	2007-404
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/16/2010	 
	 	4800234	 	 	2008-595
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/1/2010	 
	 	4800235	 	 	2007-364
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/22/2009	 
	 	4800236	 	 	2008-560
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/27/2011	 
	 	4800237	 	 	2008-552
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	4/6/2010	 
	 	4800238	 	 	2008-1086
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/1/2010	 
	 	4800239	 	 	2008-1047
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/27/2010	 
	 	4800240	 	 	2008-1042
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/19/2010	 
	 	4800241	 	 	2008-1081
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/20/2010	 
	 	4800242	 	 	2008-1071
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/17/2010	 
	 	4800243	 	 	20081066
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/28/2010	 
	 	4800244	 	 	2008-1094
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/16/2011	 
	 	4800245	 	 	2008-937
	 	 	[*]	 	 	Open	 	Loan Sale& Assign	 	 	[*]	 	 	 	7/20/2010	 
	 	4800246	 	 	2008-713
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/3/2010	 






 









 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Loan Number	 	Amount of Loan	 	Status	 	Type of Agmt	 	Rate	 	Maturity Date
	 	4800247	 	 	2008-819
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/25/2010	 
	 	4800248	 	 	2008-952
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/15/2010	 
	 	4800249	 	 	2008-1101
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/202011	 
	 	4800250	 	 	2008-1073
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/1/2010	 
	 	4800251	 	 	2007-444
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/20/2009	 
	 	4800253	 	 	2008-1103
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/9/2010	 
	 	4800256	 	 	2008-1097
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/20/2011	 
	 	4800257	 	 	2007-150
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/11/2010	 
	 	4800258	 	 	2007-407
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/16/2010	 
	 	4800261	 	 	2007-170
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/26/2009	 
	 	4800263	 	 	2008-1117
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/6/2011	 
	 	4800264	 	 	2008-458
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/13/2010	 
	 	4800266	 	 	2008-985
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/10/2011	 
	 	4800276	 	 	2008-1096
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/24/2011	 
	 	4800278	 	 	2008-1095
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/14/2011	 
	 	4800279	 	 	2008-1102
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/26/2011	 
	 	4800280	 	 	2008-1069
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/28/2010	 
	 	4800281	 	 	2008-1054
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/23/2010	 
	 	4S00282	 	 	2008-1093
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/14/2011	 
	 	4800283	 	 	2008-1061
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/25/2011	 
	 	4800284	 	 	2008-1122
	 	 	[*]	 	 	Open	 	loan Sale & Assign	 	 	[*]	 	 	 	2/2/2011	 
	 	4800285	 	 	2008-1025
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/7/2011	 
	 	4800286	 	 	2008-1111
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/21/2011	 
	 	4800287	 	 	2007-428
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/8/2009	 
	 	4800288	 	 	2008-1110
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/20/2009	 
	 	4800289	 	 	2008-543
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/17/2010	 
	 	4800290	 	 	2008-1105
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/30/2010	 
	 	4800291	 	 	2007-311
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/2/2009	 
	 	4800292	 	 	2008-1179
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/4/2011	 
	 	4800293	 	 	2008-707
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	619/2010	 
	 	4800296	 	 	2008-579
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	4/13/2010	 
	 	4800298	)	 	2007-317
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/6/2009	 
	 	4800300	 	 	2008-528
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/5/2010	 
	 	4800301	 	 	2008-602
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	4/28/2010	 
	 	4800302	 	 	2008-865
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/8/2010	 
	 	4800303	 	 	2008-782 
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/12/2010	 
	 	4800304	 	 	2008-640
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/20/1010	 
	 	4800305	 	 	2008-1112
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/7/2011	 
	 	4800306	 	 	2008-1009
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/2/2009	 
	 	4800307	 	 	2008-1092
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/26/2011	 
	 	4800308	 	 	2008-1147
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/19/2011	 
	 	4800309	 	 	2008-1146
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/17/2011	 
	 	4800310	 	 	2008-1120
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/26/2011	 
	 	4800311	 	 	2008-2008
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/24/2009	 
	 	4800312	 	 	2008-1079
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/24/2009	 
	 	4800314	 	 	2008-1070
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/13/2010	 
	 	4800315	 	 	2008-1076
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/17/2011	 
	 	4800316	 	 	2008-1131
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/20/2010	 
	 	4800317	 	 	2008-1156
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/30/2010	 
	 	4800318	 	 	2008-1125
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/4/2011	 
	 	4800319	 	 	2008-1135
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/11/2011	 
	 	4800320	 	 	2008-1128
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/19/2011	 
	 	4800321	 	 	2008-1115
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/18/2010	 
	 	4800322	 	 	2008-1078
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/2/2010	 
	 	4800323	 	 	2008-1139
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/10/2011	 
	 	4800324	 	 	2008-1143
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/19/2011	 
	 	4800325	 	 	2007-241
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/13/2009	 






 









 




[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Loan Number	 	Amount of Loan	 	Status	 	Type of Agmt	 	Rate	 	Maturity Date
	 	4800326	 	 	2007-177
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/16/2009	 
	 	4800327	 	 	2008-620
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/5/2010	 
	 	4800328	 	 	2008-537
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/12/2010	 
	 	4800329	 	 	2008-014
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/5/2010	 
	 	4800330	 	 	2008-732
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/24/2010	 
	 	4800331	 	 	2007-307
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/17/2009	 
	 	4800332	 	 	2008-740
	 	 	[*]	 	 	Open	 	Loan Sale & Assign .	 	 	[*]	 	 	 	10/23/2010	 
	 	4800333	 	 	2007-313
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/9/2009	 
	 	4800334	 	 	2008-755
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/1/2010	 
	 	4800335	 	 	2008-597
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/3/2011	 
	 	4800336	 	 	2008-584
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	4/26/2010	 
	 	4800337	 	 	2008-629
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/6/2010	 
	 	4800338	 	 	2008-635
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	4/22/2010	 
	 	4800339	 	 	2009-100
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/3/2011	 
	 	4800340	 	 	2008-1148
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/19/2011	 
	 	4800341	 	 	2008-953
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/2/2010	 
	 	4800342	 	 	2008-1157
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/19/2011	 
	 	4800343	 	 	2009-122
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/24/2011	 
	 	4800344	 	 	2008-1015
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/15/2009	 
	 	4800345	 	 	2008-1007 
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/24/2009	 
	 	4800346	 	 	2008-1142
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/4/2011	 
	 	4800347	 	 	2008-506
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/27/2010	 
	 	4800348	 	 	20088-507
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/27/2009	 
	 	4800349	 	 	2008-1159
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/11/2011	 
	 	4800350	 	 	2009-118
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/18/2010	 
	 	4800351	 	 	2009-109
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	6/22/2011	 
	 	4800352	 	 	2008-685
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/31/2011	 
	 	4800353	 	 	2008-488
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/7/2010	 
	 	4800354	 	 	2007-261
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/6/2009	 
	 	4800356	 	 	2008-545
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/11/2010	 
	 	4800357	 	 	2009-115
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/26/2011	 
	 	4800359	 	 	2009-113
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/2/2011	 
	 	4800360	 	 	2008-910
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/14/2010	 
	 	4800362	 	 	2008-1136
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/3/2011	 
	 	4800363	 	 	2009-103
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/25/2010	 
	 	4800364	 	 	2008-897
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/1/2010	 
	 	4800365	 	 	2008-1151 
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/19/2011	 
	 	4800366	 	 	2009-106
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/12/2011	 
	 	4800367	 	 	2008-1084
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/29/20l0	 
	 	4800368	 	 	2008-546
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	8/27/2009	 
	 	4800369	 	 	2007-356
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	12/15/2009	 
	 	4800370	 	 	2007-327
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/19/2009	 
	 	4800371	 	 	2007-380
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/27/2009	 
	 	4800372	 	 	2008-634
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	4/26/2010	 
	 	4800373	 	 	2008-646
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/11/2010	 
	 	4800374	 	 	2009-123
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/8/2011	 
	 	4800375	 	 	2008-1137
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	11/2/2010	 
	 	4800376	 	 	2008-1132
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/8/2010	 
	 	4800377	 	 	2008-1068
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/7/2011	 
	 	4800378	 	 	2008-1091
	 	 	[*]	 	 	Open	 	Loan Sale& Assign	 	 	[*]	 	 	 	5/10/2011	 
	 	4800379	 	 	2009-128
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/9/2011	 
	 	4800380	 	 	2009-110
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/23/2011	 
	 	4800381	 	 	2009-146
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/9/2011	 
	 	4800382	 	 	2009-104
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/9/2011	 
	 	4800383	 	 	20119-138
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/28/2011	 
	 	4800384	 	 	2009-135
	 	 	[*]	 	 	Open	 	Loan Sale& Assign	 	 	[*]	 	 	 	2/11/2011	 
	 	4800385	 	 	2009-117
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/6/2011	 






 









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LPIC Cert	 	Loan Number	 	Amount of Loan	 	Status	 	Type of Agmt	 	Rate	 	Maturity Date
	 	4800386	 	 	2008-1150
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/19/2011	 
	 	4800387	 	 	2009-126
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/17/2011	 
	 	4800388	 	 	2008-1160
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/26/2010	 
	 	4800389	 	 	2009-129
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/28/2011	 
	 	4800390	 	 	2008-571
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	7/112010	 
	 	4800391	 	 	2008-471
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/6/2010	 
	 	4800392	 	 	2008-472
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/6/2010	 
	 	4800392	 	 	2007-285
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/16/2011	 
	 	4800394	 	 	2008-532
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/14/2010	 
	 	4800395	 	 	2008-605
	 	 	[*]	 	 	Closed	 	Loan Sale & Assign	 	 	[*]	 	 	 	10/30/2009	 
	 	4800396	 	 	2009-101
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/17/2011	 
	 	4800397	 	 	2008-1138
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/13/2011	 
	 	4800398	 	 	2009-131
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/26/2011	 
	 	4800399	 	 	2009-125
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/16/2011	 
	 	4800400	 	 	2009-15S
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	5/23/2011	 
	 	4800401	 	 	2009-160
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/23/2011	 
	 	4800402	 	 	2009-134
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/22/2011	 
	 	4800403	 	 	2009-172
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/28/2011	 
	 	4800405	 	 	2008-1119
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	9/15/2010	 
	 	4800406	 	 	2008-1075
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	1/5/2011	 
	 	4800407	 	 	2009-140
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/14/2011	 
	 	4800408	 	 	2009-120
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	2/9/2011	 
	 	4800409	 	 	2008-1106
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/3/2011	 
	 	4800412	 	 	2009-132
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/14/2011	 
	 	4800413	 	 	2009-166
	 	 	[*]	 	 	Open	 	Loan Sale & Assign	 	 	[*]	 	 	 	3/22/2011	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	[*]	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN
OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF
THE SECURITIES ACT OF 1933, AS AMENDED.




 









 






EXHIBIT A




TERMINATION DIRECTION LETTER




[SEE EXHIBIT M]




 











 





EXHIBIT L




Form of Acknowledgement Letter — Backup Servicing Agreement



[see attached]



 









 





Execution Copy




Imperial Premium Finance, LLC

701 Park of Commerce Boulevard, Suite 301

Boca Raton, Florida 33487




September 8, 2010



	 	 	 

	Imperial PFC Financing, LLC

500 North Michigan Avenue, Suite 300

Chicago, Illinois 60611

	 	Wells Fargo Bank, N.A. 

6th & Marquette, MAC N9311-161

Minneapolis, Minnesota 55479






With a copy to:




Foley & Larder LLP

One Independent Drive, Suite 1300

Jacksonville, Florida 32202

Attention: Robert S. Bernstein, Esq.




     Re: Backup Servicing Agreement


Ladies and Gentlemen:




     Reference is hereby made to the Backup Servicing Agreement, dated as of August 18, 2008 (as
amended, supplemented or otherwise modified prior to the date hereof, the “Backup Servicing
Agreement”), by and among Imperial PFC Financing, LLC, an Illinois limited liability company
(the “Borrower”), Imperial Premium Finance, LLC, a Florida limited liability company (the
“Originator”) and Wells Fargo Bank, National Association, a national banking association
(the “Backup Servicer”).



     Each of the parties hereto (i) acknowledges receipt of the Termination Direction Letter, dated
as of September 8, 2010, attached as Exhibit A hereto (the “Termination Direction Letter”),
pursuant to which Ableco Finance LLC, a Delaware limited liability company (“Ableco”),
notified each of the Borrower, the Originator and the Backup Servicer that Ableco consents to and
acknowledges the termination of the Backup Servicing Agreement and (ii) acknowledges and agrees
that pursuant to the Termination Direction Letter, the Backup Servicing Agreement has terminated.



     THIS LETTER AGREEMENT FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF (OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     This letter agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which when taken together shall constitute but one and the same instrument.
A facsimile or PDF copy of any signature hereto shall be deemed the original thereof and shall be
effective as delivery of a manually executed counterpart of this letter agreement.

 









 







	 	 	 	 	 
	 	Very truly yours,



IMPERIAL PREMIUM FINANCE, LLC,

as the Originator

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	ACKNOWLEDGED AND AGREED:



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as the Backup Servicer

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 
	IMPERIAL PFC FINANCING, LLC,

as the Borrower

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



	 	 	 

	cc:

	 	Lexington Insurance Company

180 Maiden Lane, 19th Floor

New York, New York 10038

Attn: Surveillance Department
	 
	 	 
	 

	 	Risk Finance

180 Maiden Lane, 19th Floor

New York, New York 10038

Attn: Division General Counsel






Backup Servicing Agreement Acknowledgement Letter



 









 





EXHIBIT A




TERMINATION DIRECTION LETTER




[SEE EXHIBIT M]




 











 





EXHIBIT M




Form of Termination Direction Letter



[see attached]



 









 





Ableco Finance LLC

299 Park Avenue, 23rd Floor

New York, New York 10171




September 8, 2010



	 	 	 

	Imperial PFC Financing, LLC

	 	Wells Fargo Bank, N.A.
	500 North Michigan Avenue, Suite 300

	 	c/o Wachovia Bank
	Chicago, Illinois 60611

	 	Mail Code D 1129-072
	 

	 	301 South Tryon Street—Floor M7
	With a copy to:

	 	Charlotte, North Carolina 28282
	 

	 	Attention: Commercial DDA—Legal Risk
	Foley & Larder LLP

	 	Mgmt DACA Team, Designated Office
	One Independent Drive, Suite 1300
	 	 
	Jacksonville, Florida 32202

	 	With a copy to:
	Attention: Robert S. Bernstein, Esq.
	 	 
	

Imperial Premium Finance, LLC

	 	Wells Fargo Bank, N.A. 


c/o Wachovia Bank
	701 Park of Commerce Boulevard, Suite 301

	 	350 East Las Olas Boulevard, Suite 1800
	Boca Raton, Florida 33487

	 	Fort Lauderdale, Florida 33301
	 

	 	MAC Z6074-011
	Portfolio Financial Servicing Company

	 	Attention: Douglas E. Roberts, Senior Vice
	2121 S.W. Broadway, Suite 200

	 	President, Senior Relationship Manager,
	Portland, Oregon 97201

	 	Commercial Banking
	 
	 	 
	Wells Fargo Bank, N.A.

	 	SunTrust Bank
	6th & Marquette, MAC N9311-161

	 	501 South Flagler Drive
	Minneapolis, Minnesota 55479

	 	West Palm Beach, Florida 33401
	 

	 	Attention: Juan Carlos Tagle, Vice President
	Commerce Realty
	 	 
	10957-A North Military Trail

	 	With a copy to
	Palm Beach Gardens, Florida 33410
	 	 
	Attention: Gale Jackson, Property Manager

	 	SunTrust Bank
	 

	 	7818 Parham Road, Mail Code CS-RIC-4219
	 

	 	Richmond, Virginia 23261
	 

	 	Attention: Jody Trice







Re:   Financing Agreement



Ladies and Gentlemen:




     Reference is hereby made to the following agreements:




	 	1.	 	the Financing Agreement, dated as of August 7, 2008 (as amended, supplemented
or otherwise modified prior to the date hereof, the “Agreement”), among
Imperial PFC Financing, LLC, an Illinois limited liability company (the
“Borrower”), the




 









 






	 	 	 	lenders from time to time party thereto, including Ableco Finance LLC, a Delaware
limited liability company (each, a “Lender” and collectively, the
“Lenders”), Ableco Finance LLC, a Delaware limited liability company, as
collateral agent for the Lenders (in such capacity, the -Collateral Agent”), and
Ableco Finance LLC, a Delaware limited liability company, as administrative agent
for the Lenders (in such capacity, the “Administrative Agent” and together
with its capacities as Lender and Collateral Agent, collectively, “Ableco”);
	 
	 	2.	 	the Master Participation Agreement, dated as of August 7, 2008 (as amended,
supplemented or otherwise modified prior to the date hereof, the “Master
Participation Agreement”) by and between Imperial Premium Finance, LLC, a Florida
limited liability company (the “Originator”), and the Borrower;
	 
	 	3.	 	each Insurance Premium Loan Sale and Assignment Agreement by and between the
Originator and the Borrower (each, as amended, supplemented or otherwise modified prior
to the date hereof, a “Loan Sale and Assignment Agreement”);
	 
	 	4.	 	the Servicing Agreement, dated as of August 7, 2008 (as amended, supplemented
or otherwise modified prior to the date hereof, the “Initial Servicing
Agreement”), by and between Portfolio Financial Servicing Company, a Delaware
corporation (in such capacity, the “Initial Servicer”) and the Borrower;
	 
	 	5.	 	the Backup Servicing Agreement, dated as of August 18, 2008 (as amended,
supplemented or otherwise modified prior to the date hereof, the “Backup Servicing
Agreement”), by and among the Borrower, the Originator and Wells Fargo Bank,
National Association, a national banking association (the “Backup Servicer”);
	 
	 	6.	 	the Collateral Agency Agreement, dated as of August 7, 2008 (as amended,
supplemented or otherwise modified prior to the date hereof, the “Collateral Agency
Agreement”), by and among the Borrower, the Originator, Portfolio Financial
Servicing Company, a Delaware corporation (in such capacity, the “Insurance
Collateral Agent”), and Ableco Finance LLC, a Delaware limited liability company,
as Collateral Agent;
	 
	 	7.	 	the Deposit Account Control Agreement, dated as of September 11, 2008 (as
amended, supplemented or otherwise modified prior to the date hereof, the “Cash
Management Agreement”) by and among Wells Fargo Bank, N.A., as successor by merger
to Wachovia Bank, National Association (the “Cash Management Bank”), the
Borrower and Ableco Finance LLC, a Delaware limited liability company, as agent for
certain lenders;
	 
	 	8.	 	the Landlord’s Waiver and Consent, dated as of August 7, 2008 (as amended,
supplemented or otherwise modified prior to the date hereof, the “Landlord’s
Waiver”), by and between Commerce Realty (the “Landlord”) and Ableco
Finance LLC, a Delaware limited liability company, as Administrative Agent and
Collateral Agent;




2









 






	 	9.	 	the Limited Liability Company Agreement of Imperial PFC Financing, LLC, dated
as of July 22, 2008 (as amended, supplemented or otherwise modified prior to the date
hereof, the “Borrower Operating Agreement”), by and between Imperial Premium
Finance, LLC, a Florida limited liability company (the “Member”), and Donald J.
Puglisi (the “Independent Director”); and
	 
	 	10.	 	the Restricted (Blocked) Account Agreement, dated as of August 2008 (as
amended, supplemented or otherwise modified prior to the date hereof, the “SunTrust
Account Agreement”), by and among Ableco Finance, LLC, a Delaware limited liability
company, as the secured party, the Borrower and SunTrust Bank (“SunTrust”).





     Ableco hereby notifies each of the Borrower, the Originator, the Initial Servicer, the Backup
Servicer, the Insurance Collateral Agent, the Cash Management Bank, the Landlord, the Member, the
Independent Director and SunTrust that Ableco has received, on the date hereof, an amount
sufficient to repay in full and completely discharge all amounts owing to Ableco under the
Agreement and the other “Loan Documents” (as defined in the Agreement) (such amounts owing to
Ableco, the “Ableco Obligations”), and accordingly, the Agreement is terminated, effective
as of the date hereof (the “Termination Date”).



     In connection with the satisfaction in full and complete discharge of the Ableco Obligations
and the termination of the Agreement, Ableco is delivering this letter to you, in each case,
without recourse to the Agents, the Lenders or any of their respective participants, without any
representation or warranty of any kind, express or implied, and this letter shall constitute full
notification to:




	 	1.	 	the Borrower that as of the Termination Date, (A) Ableco relinquishes any and
all of its rights and obligations under (i) the Master Participation Agreement, (ii)
each Loan Sale and Assignment Agreement, (iii) the Initial Servicing Agreement and (iv)
the Borrower Operating Agreement, (B) with respect to the Backup Servicing Agreement,
(i) Ableco consents to and acknowledges the termination of the Backup Servicing
Agreement, subject to those undertakings that shall survive termination of such
agreement, and (ii) such termination shall be effective notwithstanding the fact that
none of the duties and obligations of the Backup Servicer shall be assumed by an
“Approved Back-Up Servicer” (as defined in the Backup Servicing Agreement) in
connection with such termination, (C) pursuant to Ableco’s rights under Section 8(a) of
the Cash Management Agreement, such agreement shall terminate, subject to those
undertakings that shall survive termination of such agreement, (D) with respect to the
Collateral Agency Agreement, (i) the Ableco Obligations have been satisfied in full and
completely discharged, (ii) pursuant to Section 2(b) of the Collateral Agency
Agreement, the Insurance Collateral Agent has no further obligation to perform its
duties under the Collateral Agency Agreement and the “Pledge Agreements” (as defined in
the Collateral Agency Agreement), (iii) Ableco consents to and acknowledges the
termination of the Collateral Agency Agreement, subject to those undertakings that
shall survive termination of such agreement, and (iv) such termination shall be
effective notwithstanding the fact that the Insurance Collateral Agent will not




3









 






	 	 	 	assign to a party designated by Ableco the Insurance Collateral Agent’s rights and
obligations under the “Pledge Agreements” (as defined in the Collateral Agency
Agreement), and (E) with respect to the SunTrust Account Agreement, pursuant to
Ableco’s rights under Section 6 of the SunTrust Account Agreement, Ableco consents
to and acknowledges the termination of the SunTrust Account Agreement, subject to
those undertakings that shall survive termination of such agreement;
	 
	 	2.	 	the Originator that as of the Termination Date, (A) Ableco relinquishes any and
all of its rights and obligations under (i) the Master Participation Agreement and (ii)
each Loan Sale and Assignment Agreement, (B) with respect to the Backup Servicing
Agreement, (i) Ableco consents to and acknowledges the termination of the Backup
Servicing Agreement, subject to those undertakings that shall survive termination of
such agreement, and (ii) such termination shall be effective notwithstanding the fact
that none of the duties and obligations of the Backup Servicer shall be assumed by an
“Approved Back-Up Servicer” (as defined in the Backup Servicing Agreement) in
connection with such termination and (C) with respect to the Collateral Agency
Agreement, (i) the Ableco Obligations have been satisfied in full and completely
discharged, (ii) pursuant to Section 2(b) of the Collateral Agency Agreement, the
Insurance Collateral Agent has no further obligation to perform its duties under the
Collateral Agency Agreement and the “Pledge Agreements” (as defined in the Collateral
Agency Agreement), (iii) Ableco consents to and acknowledges the termination of the
Collateral Agency Agreement, subject to those undertakings that shall survive
termination of such agreement, and (iv) such termination shall be effective
notwithstanding the fact that the Insurance Collateral Agent will not assign to a party
designated by Ableco the Insurance Collateral Agent’s rights and obligations under the
-Pledge Agreements” (as defined in the Collateral Agency Agreement);
	 
	 	3.	 	the Initial Servicer that as of the Termination Date, Ableco relinquishes any
and all of its rights and obligations under the Initial Servicing Agreement;
	 
	 	4.	 	the Backup Servicer that as of the Termination Date, (i) Ableco consents to and
acknowledges the termination of the Backup Servicing Agreement, subject to those
undertakings that shall survive termination of such agreement, and (ii) such
termination shall be effective notwithstanding the fact that none of the duties and
obligations of the Backup Servicer shall be assumed by an “Approved Back-Up Servicer”
(as defined in the Backup Servicing Agreement) in connection with such termination;
	 
	 	5.	 	the Insurance Collateral Agent that as of the Termination Date, (i) the Ableco
Obligations have been satisfied in full and completely discharged, (ii) pursuant to
Section 2(b) of the Collateral Agency Agreement, the Insurance Collateral Agent has no
further obligation to perform its duties under the Collateral Agency Agreement and the
“Pledge Agreements” (as defined in the Collateral Agency Agreement), (iii) Ableco
consents to and acknowledges the termination of the Collateral Agency Agreement,
subject to those undertakings that shall survive




4









 






	 	 	 	termination of such agreement, and (iv) such termination shall be effective
notwithstanding the fact that the Insurance Collateral Agent will not assign to a
party designated by Ableco the Insurance Collateral Agent’s rights and obligations
under the “Pledge Agreements” (as defined in the Collateral Agency Agreement);
	 
	 	6.	 	the Cash Management Bank that as of the Termination Date, pursuant to Ableco’s
rights under Section 8(a) of the Cash Management Agreement, such agreement shall
terminate, subject to those undertakings that shall survive termination of such
agreement;
	 
	 	7.	 	the Landlord that as of the Termination Date, (i) the Ableco Obligations have
been satisfied in full and completely discharged and (ii) Ableco consents to and
acknowledges the termination of the Landlord’s Waiver, subject to those undertakings
that shall survive termination of such agreement;
	 
	 	8.	 	the Member that as of the Termination Date, Ableco relinquishes any and all of
its rights and obligations under the Borrower Operating Agreement;
	 
	 	9.	 	the Independent Director that as of the Termination Date, Ableco relinquishes
any and all of its rights and obligations under the Borrower Operating Agreement; and
	 
	 	10.	 	SunTrust that as of the Termination Date, pursuant to Ableco’s rights under
Section 6 of the SunTrust Account Agreement, Ableco consents to and acknowledges the
termination of the SunTrust Account Agreement, subject to those undertakings that shall
survive termination of such agreement.





     THIS LETTER FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF (OTHER THAN
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     This letter shall become effective on and as of the Termination Date when it shall have been
executed and delivered by Ableco and thereafter shall be binding upon and inure to the benefit of
each of Ableco, the Borrower, the Originator, the Initial Servicer, the Backup Servicer, the
Insurance Collateral Agent, the Cash Management Bank, the Landlord, the Member, the Independent
Director, SunTrust and their respective successors and permitted assigns and no other Person shall
have any rights herein as a third party beneficiary or otherwise.



[signature page follows]




5









 








	 	 	 	 	 
	 	Very truly yours,



ABLECO FINANCE LLC,

as Lender, Collateral Agent and Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Termination Direction Letter





 








 





EXHIBIT N




Form of Action by Unanimous Written Consent of the Board of Directors of Imperial PFC




[see attached]







 









 








Execution Copy




ACTION BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS

OF IMPERIAL PFC FINANCING, LLC, IN LIEU OF SPECIAL MEETING




     The undersigned members of the board of directors (collectively, the “Board of
Directors”) of Imperial PFC Financing, LLC, an Illinois limited liability company
(“Company”), acting pursuant to authority set forth in the Illinois Limited Liability
Company Act, do hereby adopt the following resolutions by unanimous written consent:




WHEREAS, Company desires to enter into the Omnibus Claims Settlement Agreement,
dated as of September 8, 2010 (the “Omnibus Agreement”; initially
capitalized terms used but not defined herein shall have the meaning ascribed to
such terms in the Omnibus Agreement) with Lexington Insurance Company, a Delaware
property and casualty insurance company (“Lexington”) to enable Company to
pay to Ableco Finance LLC, a Delaware limited liability company (“Ableco”)
all amounts due and owning by Company to Ableco pursuant to that certain Financing
Agreement, dated as of August 7, 2008 (as amended, supplemented or otherwise
modified from time to time), by and between Company and Ableco;




WHEREAS, Company has reviewed the documents described on Exhibit “A” attached hereto
(collectively, the “Company Agreements”) and all other Settlement Documents
and Transaction Documents contemplated thereby and has determined that it is in the
best interests of Company to enter into the Company Agreements and to consummate
such transactions as are contemplated thereby; and




WHEREAS, as a condition precedent to Lexington’s obligation to pay the Settlement
Amount to or for the benefit of Company, Lexington has required Company (i) to
execute and deliver to Lexington the Company Agreements.




NOW, THEREFORE, BE IT RESOLVED, that by affirmative vote of one hundred percent
(100%) of the members of the Board of Directors of Company, the follii, terms and
provisions of each of the Company Agreements, including all of the exhibits thereto
and related agreements referred to therein, are hereby ratified and approved, and
Company is authorized and directed to enter into such agreements, and in connection
therewith, the President, any Vice President, any other authorized officer of
Company or any officer of Company or other third party to which the Board of
Directors has delegated appropriate power and authority (each, an “Agent”) hereby is
authorized and directed in the name of Company, to take all such actions and to
execute and deliver such documents for and on behalf of Company, with such
modifications and amendments as such Person may, in his, her or its discretion, deem
to be necessary or desirable;




RESOLVED FURTHER, that the incurrence of the Obligations in accordance with the
Omnibus Agreement be, and hereby is, authorized and approved in all respects and
that the officers of Company are hereby authorized and directed to



 









 







use the Settlement Amount solely in the manner contemplated by and described in the
Omnibus Agreement;




RESOLVED FURTHER, that, as collateral security for its obligations arising under,
out of or in connection with the Company Agreements, Company be, and it hereby is,
authorized to (i) grant to Lexington a security interest in the Collateral, whether
now owned or existing or hereafter acquired pursuant to the terms and conditions set
forth in the Omnibus Agreement and (ii) execute and deliver to Lexington any UCC
financing statements, instruments and other documents required or desirable in
relation to the transactions contemplated by the Omnibus Agreement, the Company
Agreements or any other Settlement Document or related document;




RESOLVED FURTHER, that any and all actions taken by the President, any Vice
President, any other authorized officer of Company or any Agent in connection with
the transactions contemplated by the Omnibus Agreement, the Company Agreements or
any other Settlement Document or related document are hereby ratified, confirmed and
approved as the valid and binding acts and obligations of Company;




RESOLVED FURTHER, that the President, any Vice President, any other authorized
officer of Company or any Agent is authorized to take such other actions and sign
such other documents as may be necessary or advisable to carry out the intent of the
foregoing resolutions; and




RESOLVED FURTHER, that Lexington is authorized to act upon the foregoing resolutions
until written notice of their revocation is delivered to Lexington, and that the
authority herein granted shall apply with equal force and effect to the successors
of the President, any Vice President, any other officer or any Agent herein
authorized.




This Written Consent shall be filed with the minutes of meeting of Company.



[Signature page follows.]








2









 








     Dated to be effective as of September 8, 2010.



	 	 	 	 	 
	Name	 	Office	 	Signature
	 
	 	 	 	 
	Beverly F. Gross

	 	President, Secretary
	 	 
	 
	 	 	 	 
	Shelly A. Swetnam

	 	N/A
	 	 
	 
	 	 	 	 
	Donald J. Puglisi

	 	Independent Director
	 	 






Action by Unanimous Written Consent of the Board of Directors

of Imperial PFC Financing, LLC, in Lieu of Special Meeting



















 








EXHIBIT “A”

COMPANY AGREEMENTS





	1.	 	Amended and Restated Limited Liability Company Agreement of Imperial PFC Financing, LLC,
dated as of September 8, 2010, by and between Imperial Premium Finance, LLC and Donald J.
Puglisi.






	2.	 	Payoff Letter, dated as of September 8, 2010, by and between Ableco Finance LLC and Imperial
PFC Financing, LLC.






	3.	 	Omnibus Claims Settlement Agreement, dated as of September 8, 2010, by and between Imperial
PFC Financing, LLC and Lexington Insurance Company.






	4.	 	Pledge and Security Agreement, dated as of September 8, 2010, by Imperial PFC Financing, LLC
in favor of Lexington Insurance Company.






	5.	 	Amendment Letter, dated as of September 8, 2010, by and be ween Imperial Premium Finance, LLC
and Imperial PFC Financing, LLC, relating to the Master Participation Agreement.






	6.	 	Amendment Letter, dated as of September 8, 2010, by and between Imperial Premium Finance, LLC
and Imperial PFC Financing, LLC, relating to the Insurance Premium Loan Sale and Assignment
Agreements.






	7.	 	Amended and Restated Servicing Agreement, dated as of September 8, 2010, by and among
Portfolio Financial Servicing Company, Imperial PFC Financing, LLC and Lexington Insurance
Company.






	8.	 	Acknowledgement Letter, dated as of September 8, 2010, by and among Wells Fargo Bank,
National Association, Imperial Premium Finance, LLC and Imperial PFC Financing, LLC, relating
to the Backup Servicing Agreement.






	9.	 	Acknowledgment Letter, dated as of September 8, 2010, by and between SunTrust Bank and
Imperial PFC Financing, LLC, relating to the Restricted (Blocked) Account Agreement.






	10.	 	Release and Reimbursement Letter Agreement, dated as of September 8, 2010, by and among
Imperial Premium Finance, LLC, Imperial PFC Financing, LLC and Lexington Insurance Company.






	11.	 	UCC-1 Financing Statements.






	12.	 	UCC-3 Termination Statements.






	13.	 	Collateral Agency Agreement, dated as of September 8, 2010, by and among Imperial PFC
Financing, LLC, Imperial Premium Finance, LLC, Lexington Insurance Company and Portfolio
Financial Servicing Company.














 












	14.	 	Deposit Account Control Agreement, dated as of September 8, 2010, by and among Imperial PFC
Financing, LLC, Wells Fargo Bank, N.A. and Lexington Insurance Company.






A-2











 





EXHIBIT O




Form of Trust Agreement



[see attached]



 









 




STATE OF UTAH:



COUNTY OF SALT LAKE:




AMENDED AND RESTATED [INSERT TRUST NAME]




     This Amended and Restated Trust Agreement of the [Insert Trust Name] (the -Trust Agreement”),
dated as of [Insert Date], 2010, between [GRANTOR’S NAME] (the -Grantor”), [TRUSTEE’S NAME] (the
-Trustee”), Bank of Utah (the -Independent Professional Trustee”) and [NAMES OF BENEFICIARY OR
BENEFICIARIES], as beneficiary(ies) (the “Beneficiary(ies)”), amends and restates in its entirety
that certain Trust Agreement of the Trust, dated as of [Insert Date of Original Trust Agreement],
between the Grantor and the Trustee [, as amended by                     ] (as so amended, the “Original
Trust Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings
set forth in the Loan Application and Agreement (as defined herein).



WITNESSETH:




     WHEREAS, the Grantor and the Trustee duly declared and established the [Insert Trust Name]
(the “Trust”) pursuant to the Original Trust Agreement.



     [Insert recitals relating to any prior trustee resignations or removals and/or appointments of
co-Trustee.]



     WHEREAS, the Grantor, the Trustee and the Beneficiary desire to amend and restate in its
entirety the Original Trust Agreement by entering into this Trust Agreement to set forth the terms
of the Trust and the respective rights and obligations of the Trustee, the Grantor and the
Beneficiary hereunder.



     NOW, THEREFORE, in consideration of the mutual agreements herein contained, and of other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and it being
the intention of the parties hereto that this Trust Agreement constitute the governing instrument
of such trust, the parties hereto agree as follows:



ARTICLE I




IRREVOCABILITY



     The Trust hereby continued shall be irrevocable, and the Grantor hereby expressly waives all
rights and powers, whether alone or in conjunction with others, and regardless of when or from what
source the Grantor may heretofore or hereafter have acquired such rights or powers, to alter,
amend, revoke, or terminate the Trust, or any of the terms of this Trust, in whole or in part.



 









 





ARTICLE II




TRUST DISTRIBUTIONS



          2.1. As of the date hereof, the Beneficiaries(ies) is(are)                                         . [Insert
any other provisions from client’s existing documents regarding identity of beneficiaries in the
future].




          2.2. During the term of any Policy Loan, the Trustee shall accumulate all of the net income of
the Trust with respect to any asset of the Trust in its possession, if any, and add it to the
principal of the Trust. At any time when there is no Policy Loan outstanding, [Insert other
dispositive provisions, if any]. Notwithstanding anything in this Trust Agreement to the contrary,
when referring to any power, right or duty of the Trustee, references to “net income,” “income,” or
“principal” of the Trust shall only mean net income, income or principal of the Trust with respect
to any asset of the Trust in the Trustee’s possession.




          2.3. Upon the Grantor’s death, the Trustee shall first pay all outstanding debts and
obligations of the Trust, including the Policy Loan, in full from trust property in its possession
and thereafter distribute any remaining trust property, together with any property received from
the Independent Professional Trustee pursuant to Sections 6.4 or 10.1(b) hereof to [insert
dispositive provisions].




ARTICLE III




PURPOSE



     The exclusive purposes and functions of the Trust are to purchase, obtain and maintain any
policy or policies of insurance on the Grantor’s life (the “Policy”), to enter into and perform its
obligations under the Policy Loan Documents, [, and — insert any other purposes that may be
relevant to the actions permitted to be undertaken by the Trustee, if any].



ARTICLE IV




TRUSTEE



          4.1. Appointment of Trustee. The Grantor hereby confirms the appointment of [Insert
Trustee Name] as Trustee of the Trust, and [Insert Trustee Name] hereby confirms its acceptance of
such appointment.




          4.2. Compensation of Trustee. [Insert provisions governing Trustee’s compensation for
its services hereunder].




          4.3. Duties of Trustee. The Trustee shall have the following obligations with respect to
administration of the Trust:





     (a) [List specific duties of Trustee].



2









 





          4.4.
Resignation and Appointment of Trustee.





     (a) The Trustee may resign upon [Insert Trustee resignation provisions]. No
resignation of the Trustee shall become effective until the appointment of a
successor Trustee in accordance with the terms of Section 4.4(b).




     (b) [Insert appointment of successor Trustee provisions].




     (c) To the extent a Independent Professional Trustee is serving hereunder
pursuant to Section 5.1 hereof, the Trustee and any successor Trustee shall provide
written notice to the Independent Professional Trustee of the resignation of the
Trustee and the appointment of a successor Trustee within five (5) Business Days of
any such resignation and appointment.



          4.5. Other. [Insert other provisions applicable to Trustee/other Independent Professional
Trustee].




          4.6. Limited Applicability. Notwithstanding anything to the contrary contained in this
Trust Agreement, any powers, rights or duties of the Trustee set forth in the provisions of this
Article IV shall only apply to the extent of Trust assets held by or under the administration of
the Trustee.




ARTICLE V




INDEPENDENT PROFESSIONAL TRUSTEE



          5.1. Appointment of Independent Professional Trustee. At all times while a Policy Loan
is outstanding, there shall be a separate trustee, serving pursuant to this Section 5.1, or a
successor thereto appointed in accordance with Section 5.2, to carry out the express duties and
obligations of the Independent Professional Trustee set forth herein (such separate trustee
appointed in accordance herewith, the “Independent Professional Trustee”). As of the date hereof,
[Insert Name of Independent Professional Trustee] is appointed to serve as Independent Professional
Trustee hereunder until its resignation in accordance with Section 5.2. For the avoidance of any
doubt all references to the “Trustee” herein shall not be deemed to include any Independent
Professional Trustee, and the Independent Professional Trustee shall not have any of the duties or
obligations of any Trustee hereunder. No bond or other security shall be required of any person or
institution named in this Trust Agreement as Independent Professional Trustee.




          5.2. Resignation of Independent Professional Trustee; Successor Independent Professional
Trustee. An Independent Professional Trustee may resign by giving written notice to the Grantor
and the Trustee, and such resignation shall be effective upon its delivery of such written notice.
Should a Independent Professional Trustee resign or otherwise cease to serve as Independent
Professional Trustee hereunder, the Trustee shall appoint a successor Independent Professional
Trustee and provide notice of such appointment to the resigning or removed Independent Professional
Trustee. Any successor Independent Professional Trustee appointed after the date hereof in
accordance with this Section 5.2 shall be a federal or state chartered bank or trust company.
Notwithstanding the foregoing, the Grantor shall not serve




3









 







as an Independent Professional Trustee hereunder. No successor Independent Professional
Trustee shall be obligated to examine the accounts, records or acts of a predecessor Independent
Professional Trustee. Such successor Independent Professional Trustee shall accept, without
examination or review, the accounts rendered and the property delivered by or for a predecessor
Independent Professional Trustee. No Independent Professional Trustee shall in any way or manner be
responsible for any act or omission to act on the part of any predecessor Independent Professional
Trustee.




          5.3. Compensation of Independent Professional Trustee. Notwithstanding anything to the
contrary contained in this Trust Agreement, any corporate Independent Professional Trustee serving
hereunder shall be entitled to compensation in accordance with its regular fee schedule applicable
at the time it shall be acting as Independent Professional Trustee hereunder. Any Independent
Professional Trustee shall also be entitled to reimbursement for expenses necessarily incurred in
the performance of the Independent Professional Trustee’s duties hereunder.




          5.4. Provisions Relating to Independent Professional Trustees. The following
provisions shall govern the Independent Professional Trustee’s rights, powers, obligations and
duties under this Trust Agreement, notwithstanding anything herein to the contrary:





     (a) The Independent Professional Trustee is expressly relieved of all liability
to the Grantor, the Beneficiaries or any other person as a result of:




     (1) The corpus of the Trust being limited to one or more Policies;




     (2) The Trust’s entering into and performing its obligations under the
Policy Loan Documents as contemplated herein.




     (b) In the absence of bad faith on its part, the Independent Professional
Trustee may conclusively rely upon certificates or opinions furnished to the
Independent Professional Trustee in determining the truth of the statements and the
correctness of the opinions contained therein; provided, however, that the
Independent Professional Trustee shall have examined such certificates or opinions
so as to determine their compliance with the requirements of this Trust Agreement.




     (c) The Independent Professional Trustee shall not be personally liable or
accountable to the Grantor, any Beneficiaries of the Trust, the Lender, or any other
Person, except for the Independent Professional Trustee’s own grossly negligent
action, grossly negligent failure to act, willful misconduct or bad faith. In
particular, but not by way of limitation (and subject to the exceptions set forth in
the preceding sentence):




     (1) The Independent Professional Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity
and enforceability of this Trust Agreement, any life insurance policy, or



4









 







any of the Policy Loan Documents, and the Independent Professional
Trustee shall be entitled to assume the validity and enforceability of all
such documents without further inquiry;




     (2) The Independent Professional Trustee shall not be liable with
respect to (x) any action taken or omitted to be taken by it in accordance
with the instructions provided by the Trustee or the Lender in accordance
with the provisions of this Trust Agreement, or (y) any action taken or
omitted to be taken by the Trustee, any Beneficiaries, the Lender or any
other Person;




     (3) No provision of this Trust Agreement, any Policy Loan Document or
other agreement shall require the Independent Professional Trustee to expend
or risk funds or otherwise incur any financial liability in the performance
of any of its rights or powers hereunder, if the Independent Professional
Trustee shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured or provided to it;




     (4) The Independent Professional Trustee shall not be responsible for
or in respect of and makes no representation as to the validity or
sufficiency of any provision of this Trust Agreement or for the due
execution hereof by the Grantor, any Beneficiaries or other trustee or for
the form, character, genuineness, sufficiency, value or validity of any of
the Trust estate;




     (5) The Independent Professional Trustee shall be entitled to rely
exclusively, without investigation or other action on its part, on
directions, notices, advices and calculations received from the Trustee or
the Lender in accordance with this Trust Agreement, and such reliance shall
not constitute negligence or misconduct in connection with the Independent
Professional Trustee’s handling of funds or otherwise, and the Independent
Professional Trustee shall not be personally liable or accountable to any
Person, under any circumstances, by reason of such reliance;




     (6) The Independent Professional Trustee shall be under no obligation
to institute, conduct or defend any litigation under this Trust Agreement or
otherwise or in relation to this Trust Agreement or the Policy Loan
Documents, unless some other Person acceptable to the Independent
Professional Trustee shall have offered to the Independent Professional
Trustee security or indemnity reasonably satisfactory to it against the
costs, expenses and liabilities that may be incurred by the Independent
Professional Trustee therein or thereby. The right of the Independent
Professional Trustee to perform any discretionary act enumerated in this
Trust Agreement shall not be construed as a duty, and the Independent
Professional Trustee shall not be personally liable or



5









 







accountable for the performance of any such act except as specifically
provided herein.




     (7) The Independent Professional Trustee shall not have any duty or
obligation to manage, control, prepare, file or maintain any report, license
or registration, use, sell, dispose of or otherwise deal with the Trust
estate, or otherwise to take or refrain from taking any action under or in
connection with this Trust Agreement or any Policy Loan Documents, except as
expressly required hereby or thereby;




     (8) The Independent Professional Trustee shall be under no obligation
to appear in, prosecute or defend any action, or to take any other action
other than the giving of notices, which in its opinion may require it to
incur any out-of-pocket expense or any liability unless it shall be
furnished with such security and indemnity against such expense or liability
as it may reasonably require;




     (9) The Independent Professional Trustee shall incur no liability if,
by reason of any provision of any present or future law or regulation
thereunder, or by any force majeure event, including but not limited to
natural disaster, war or other circumstances beyond its reasonable control,
the Independent Professional Trustee shall be prevented or forbidden from
doing or performing any act or thing which the terms of this Trust Agreement
provide shall or may be done or performed, or by reason of any exercise of,
or failure to exercise, any discretion provided for in this Trust Agreement;




     (10) The Independent Professional Trustee shall not be required to take
any action hereunder or in relation to the Policy Loan Documents, or
otherwise if the Independent Professional Trustee shall have reasonably
determined, or shall have been advised by counsel, that such action is
likely to result in liability on the part of the Independent Professional
Trustee or is contrary to the terms hereof or is otherwise contrary to law.




     (d) Whenever the Independent Professional Trustee is unable to decide between
alternative courses of action permitted or required by the terms of this Trust
Agreement, or is unsure as to the application, intent, interpretation or meaning of
any provision of this Trust Agreement or any Policy Loan Document, the Independent
Professional Trustee shall promptly give notice (in such form as shall be
appropriate under the circumstances) to the Trustee requesting instruction as to the
course of action to be adopted (with a copy to the Lender during such time while any
Policy Loan is outstanding), and, to the extent the Independent Professional Trustee
acts in good faith in accordance with any such instruction from the Trustee (with
the Lender’s written consent during such time as any Policy Loan is outstanding),
the Independent Professional Trustee shall not be liable on account of such action
to any Person. If the Independent Professional Trustee shall not have received
appropriate instructions within ten calendar days



6









 







of sending such notice (or within such shorter period of time as reasonably may
be specified in such notice or may be necessary under the circumstances) it may, but
shall be under no duty to, take or refrain from taking such action which is
consistent, in its view, with this Trust Agreement, and the Independent Professional
Trustee shall have no liability to any Person for any such action or inaction.




     (e) The Independent Professional Trustee shall incur no liability to anyone in
acting upon any signature, instrument, notice, resolution, request, consent, order,
certificate, report, opinion, bond or other document or paper reasonably believed by
it to be genuine and reasonably believed by it to be signed by the proper party or
parties and need not investigate any fact or matter in any such document as long as
the Independent Professional Trustee has otherwise satisfied its obligations under
this Trust Agreement. The Independent Professional Trustee may accept a certified
copy of a resolution of the board of directors or other governing body of any
corporate party as conclusive evidence that such resolution has been duly adopted by
such body and that the same is in full force and effect. As to any fact or matter
the method of the determination of which is not specifically prescribed herein, the
Independent Professional Trustee may for all purposes hereof rely on a certificate,
signed by the president or any vice president or by the treasurer or other
authorized officers of the relevant party, as to such fact or matter, and such
certificate shall constitute full protection to the Independent Professional Trustee
for any action taken or omitted to be taken by it in good faith in reliance thereon.




     (f) In the administration of the trusts hereunder, in the exercise of its
rights and powers and in the performance of its duties and obligations under this
Trust Agreement, the Independent Professional Trustee: (i) may act directly or
through its agents, attorneys, custodians or nominees pursuant to agreements entered
into with any of them, and although the Independent Professional Trustee shall be
responsible for all obligations of the Independent Professional Trustee hereunder,
the Independent Professional Trustee shall not be liable for the conduct or
misconduct of such agents, attorneys, custodians or nominees if such agents,
attorneys, custodians or nominees shall have been selected by the Independent
Professional Trustee in good faith, and (ii) may consult with counsel, accountants
and other skilled professionals to be selected in good faith and employed by it. The
Independent Professional Trustee shall not be liable for anything done, suffered or
omitted in good faith by it in accordance with the opinion or advice of any such
counsel, accountants or other such Persons as long as no officer or agent of the
Independent Professional Trustee has any actual knowledge that such opinion or
advice is inappropriate or based on incorrect information.




     (g) Without prejudice to any separate fee and indemnification agreement, the
Trust shall indemnify, protect, save and hold the Independent Professional Trustee,
its officers, directors, shareholders and employees (collectively, the “Indemnified
Persons”) harmless against any and all loss, liability, obligation, damage, claim,
penalty, tax (excluding any taxes on the



7









 







Independent Professional Trustee on, or measured by, any compensation received
by the Independent Professional Trustee) or expense of any kind or nature whatsoever
arising out of or in connection with the creation, acceptance, operation or
administration of the Trust, including the costs and expenses of defending any
Indemnified Person against any claim or liability in connection with the exercise or
performance of any rights, powers or duties hereunder (each of the foregoing, a
“Claim”); provided, however, the Trust shall not be required to indemnify, protect,
save and hold any Indemnified Person harmless from any Claim (or portion thereof)
resulting from gross negligence, willful misconduct or bad faith on such Indemnified
Person’s part. Upon the Independent Professional Trustee’s becoming aware of the
occurrence of an event that results in any loss, liability or expense to any
Indemnified Person, the Independent Professional Trustee shall promptly send written
notice thereof to the Trustee and the Grantor. The indemnity contained in this
section shall survive the termination of this Trust Agreement.




     (h) It is hereby acknowledged that the Person serving as Independent
Professional Trustee of the Trust, or an affiliate of such Person, may also serve in
any one or more of the following capacities:




Escrow Agent or Securities Intermediary




The Grantor and Beneficiaries hereby acknowledge the potential conflict of interests
between the Independent Professional Trustee’s actions as Independent Professional
Trustee and the Independent Professional Trustee’s actions in such other capacities,
consent to the Independent Professional Trustee’s serving in any or all such
capacities, and, to the fullest extent permitted by law, waive any potential
conflict of interests the Independent Professional Trustee may have as a result of
serving in such capacities. When taking any action in any of the above capacities,
the Independent Professional Trustee shall be deemed to be acting only in such
capacity, and shall not be deemed to be acting in its capacity as Independent
Professional Trustee hereunder. Any limitation placed upon the Independent
Professional Trustee in any of the above capacities shall not be a limitation upon
the Independent Professional Trustee’s ability to take any such act in any other
capacity, unless such activities in such other capacity are also so limited.




     (i) In the event the signature of the Independent Professional Trustee is
required in connection with documentation relating to any sale or disposition of any
Policy, it is expressly understood and agreed that the Independent Professional
Trustee shall have no responsibility to make any representations or warranties
regarding (i) any Policy, or (ii) any documents relating to the issuance of any
Policy.




     (j) If (a) there is any disagreement or dispute in connection with the Trust or
the subject matter hereof, including any dispute between the Trustee, the
Independent Professional Trustee, the Grantor, or any Beneficiaries, or between



8









 







the Grantor, the Trustee, any Beneficiaries or any Person not a party to this
Trust Agreement or (b) there are adverse or inconsistent claims or demands upon, or
inconsistent instructions to the Independent Professional Trustee, the Independent
Professional Trustee may at its election refuse to comply with any such claims,
demands or instructions, or refuse to take any other action pursuant to this Trust
Agreement until (i) the rights of all Persons involved in the dispute have been
fully and finally adjudicated by a court of competent jurisdiction or the
Independent Professional Trustee has resolved any such doubts to its good faith
satisfaction; or (ii) all disputes have been resolved between the Persons involved
and the Independent Professional Trustee has received written notice thereof
satisfactory to it from all such Persons. Without limiting the generality of the
foregoing, the Independent Professional Trustee may at its election interplead the
subject matter of this Trust Agreement with a court of competent jurisdiction, or
commence judicial proceedings for a declaratory judgment, and, without prejudice to
any separate fee and indemnification agreement, the Independent Professional Trustee
shall be entitled to recover from the Grantor or the Trust the Independent
Professional Trustee’s attorneys’ fees, expenses and costs in connection with any
such interpleader or declaratory judgment action.




     (k) In the event the Independent Professional Trustee receives proceeds of any
Policy in connection with a purported rescission of such policy by the insurer that
issued such Policy, the Independent Professional Trustee shall give written notice
to each of the Grantor and the Trustee (and during such time as any Policy Loan is
outstanding, the Lender) (in such form as shall be appropriate under the
circumstances) and the Independent Professional Trustee shall deliver all such
proceeds to the Trustee or, during such time as any Policy Loan is outstanding, to
the Lender in accordance with the Lender’s written instructions.




     (l) Without limiting the generality of any other provision of this Trust
Agreement, it is expressly understood and agreed by the parties hereto (i) that in
no event shall the Independent Professional Trustee, in its individual capacity have
any liability for any representations or warranties in any insurance application or
any document submitted to an insurer in connection with any insurance policy, and
(ii) the Independent Professional Trustee, in its individual and representative
capacities shall have no duty or obligation, and the parties hereto have no
expectation that it shall, and it shall not undertake, to inquire into or
independently verify the accuracy or completeness in any manner of the
representations or warranties made in any insurance application or any document
submitted to an insurer in connection with any insurance policy.




     (m) The Grantor hereby agrees and, as evidenced by its acceptance of any
benefits hereunder, any Beneficiaries agrees that Independent Professional Trustee
in any capacity has not provided and will not provide in the future, any advice,
counsel or opinion regarding the tax, financial, investment or insurance
implications and consequences of the formation, funding and ongoing



9









 







administration of the Trust, including, but not limited to, income, gift, and
estate tax issues, insurable interest issues, and any financing arrangements.




     (n) Independent Professional Trustee undertakes to perform such duties and only
such duties as are specifically set forth in this Amendment, and no implied duties,
covenants or obligations shall be read into this Amendment against Independent
Professional Trustee. Except for those duties expressly assigned to the Independent
Professional Trustee under this Amendment, the Trustee shall continue to perform all
other Trustee duties as outlined in the Trust Agreement dated as of
                                         between
[                     ]. The parties hereto
agree that Independent Professional Trustee will only take action as expressly
provided herein or pursuant to written instructions received from a Lender under a
Policy Loan.




     (o) Independent Professional Trustee, in its individual capacity, shall not
have any obligation by virtue of this Amendment to expend or risk any of its own
funds, or to take any action which could, in the reasonable opinion of Independent
Professional Trustee, result in any cost or expense being incurred by Independent
Professional Trustee, in its individual capacity. Independent Professional Trustee
shall not be required to take any action or refrain from taking any action under
this Amendment unless it shall have been indemnified by a Lender or the Trust in a
manner and form satisfactory to Independent Professional Trustee against any
liability, cost or expense (including reasonable attorneys’ fees) which may be
incurred in connection therewith. No provisions of this Agreement shall be deemed to
impose any duty on Independent Professional Trustee to take any action if
Independent Professional Trustee shall have been advised by counsel that such action
would expose it to personal liability, is contrary to the terms hereof or is
contrary to law.



ARTICLE VI




CERTAIN INDEPENDENT PROFESSIONAL TRUSTEE AND TRUSTEE PROVISIONS



          6.1. At all times when a Policy Loan is outstanding under any Policy Loan Documents, whenever
this Trust Agreement or the other Policy Loan Documents provide that an action may be taken or not
taken at the option, election or in the discretion of the Independent Professional Trustee (the
“Elective Action”) (including, without limitation, the decision (i) to apply for and purchase a
life insurance policy or to surrender, sell or otherwise dispose of said policy; and (ii) to enter
into any amendment to any Policy Loan Documents), the Independent Professional Trustee shall only
exercise such option, make such election, or exercise such discretion pursuant to written notice
(the “Elective Notice”) received from the Lender under any Policy Loan Documents or its designee
(notice of the appointment of any such designee shall be provided in writing by the Lender to the
Independent Professional Trustee) for so long as any obligations remain outstanding under any
Policy Loan Documents (a) stating that certain Elective Action may be taken by a specified date
(the -Elective Date”), (b) listing the alternative courses of action that may be taken, and (c)
directing a course of action. The Independent Professional Trustee shall follow Lender’s
instructions contained in the Elective Action pursuant




10









 







to clause (c) above, it being hereby agreed that except in the event of its own gross
negligence, willful misconduct or bad faith in carrying out any Elective Action as so instructed,
the Independent Professional Trustee shall not have any liability to any Person or entity
(including without limitation the Lender and any Beneficiaries hereunder) for following the
instructions contained in the Elective Action pursuant to clause (c) above. Any action by the
Independent Professional Trustee shall be binding on the Trust and neither the signature of the
Lender nor the Trustee shall be required to bind the Trust. The Independent Professional Trustee
shall have no liability to any party for any decision of the Independent Professional Trustee
absent gross negligence, willful misconduct or bad faith, and the Trust shall indemnify the
Independent Professional Trustee and hold the Independent Professional Trustee harmless from any
loss or expense incurred by the Independent Professional Trustee for any decision made in good
faith and not tainted with gross negligence, willful misconduct or bad faith.




          6.2. In the event the Independent Professional Trustee receives any correspondence from an
insurance company that issued any Policy, it shall forward a copy of such correspondence within
five (5) Business Days to the Lender and the Trustee.




          6.3. Any cash, including, but not limited to any proceeds of any Policy, held from time to
time by the Independent Professional Trustee shall remain uninvested.




          6.4. At such time when all obligations under all Policy Loans have been paid and satisfied in
full, as evidenced by a writing from the Lender to the Independent Professional Trustee, the
Independent Professional Trustee shall transfer any Policy and/or any Policy proceeds in its
possession to the Trustee within a commercially reasonable time, and the Independent Professional
Trustee shall have no further obligation with respect to the Trust.




          6.5. Notwithstanding any provision contained in this Trust Agreement to the contrary:





     (a) In the event that a Policy Loan is outstanding, is scheduled to mature
within 60 days (based upon the maturity date specified in the related Loan
Application and Agreement and the related Promissory Note executed by the Trust) and
there are insufficient funds in the possession of the Independent Professional
Trustee to fully satisfy the obligations under the related Policy Loan, Independent
Professional Trustee shall deliver written notice to the Grantor and the
Beneficiaries of the Trust at the addresses provided in the Policy Loan Documents
(provided, however, that if beneficiaries are listed by class, Independent
Professional Trustee shall only be required to deliver such notice to the members of
such class of beneficiaries identified in a written statement received by
Independent Professional Trustee from the Grantor) stating (a) that such Policy Loan
is maturing and the amount due (or projected to be due) on the maturity date
thereof, as specified to Independent Professional Trustee in a written notice
delivered to Independent Professional Trustee by the Lender, (b) the amount of funds
in the Trust are insufficient, or otherwise unavailable, to fully satisfy the
obligations under such Policy Loan and (c) that unless the Grantor and/or
Beneficiaries contribute funds to the Trust, through the Independent Professional
Trustee, on or before three (3) Business Days prior to the maturity



11









 







date sufficient to permit the Trust to pay such Policy Loan in full, that the
Independent Professional Trustee is hereby directed to and shall have no discretion
not to unconditionally and irrevocably transfer and assign the Policy to the lender
under such Policy Loan (the “Lender”1) or to a designee of the Lender if
such designee is specified by the Lender in a written notice delivered prior to such
transfer and assignment to Independent Professional Trustee (the “Designee). If on
or before three (3) Business Days prior to the maturity date of any Policy Loan the
Grantor and/or Beneficiaries contribute any funds to the Trust, through the
Independent Professional Trustee, the Independent Professional Trustee shall, within
three (3) Business Days after the receipt of any funds identified as being
contributed by the Grantor and/or a Beneficiaries, pay such funds to the Lender. In
the event that the Grantor and/or Beneficiaries fail to contribute funds to the
Trust, through the Independent Professional Trustee, on or prior to such three (3)
Business Day period in an amount sufficient to permit the Trust to pay all
obligations scheduled to be due with respect to such Policy Loan on such maturity
date (as specified to Independent Professional Trustee in a written notice
delivered to the Trustee and the Independent Professional Trustee by the Lender or
the Designee), each of the Trustee and Independent Professional Trustee is hereby
directed to and shall have no discretion not to as soon as is commercially
reasonably practicable thereafter unconditionally and irrevocably transfer and
assign the related Policy and any cash or other assets of the Trust in the
respective possession or control of each to the Lender or the Designee.




     (b) Following the maturity of a Policy Loan (whether at stated maturity, by
acceleration following an event of default or otherwise), if (a) the Grantor and/or
Beneficiaries have not contributed funds to the Trust, through the Independent
Professional Trustee, on or before three (3) Business Days prior to the maturity
date in an amount sufficient to permit the Independent Professional Trustee to pay
the amount due on such Policy Loan in full at the maturity date, as specified to
Independent Professional Trustee in a written notice delivered to the Independent
Professional Trustee by the Lender, and (b) the Trust does not otherwise have
sufficient funds to satisfy such Policy Loan in full, immediately following receipt
by the Independent Professional Trustee and Trustee of a notice of default from the
Lender and a written demand for the assignment or transfer of the Policy to the
Lender or the Designee, each of Trustee and the Independent Professional Trustee is
hereby directed to and shall have no discretion not to as soon as is commercially
reasonably practicable thereafter unconditionally and irrevocably transfer and
assign the related Policy and any cash or other assets of the Trust, in the
possession or control of each, as applicable, to the Lender or the Designee.





 




			
	1	 	For avoidance of doubt, the term Lender shall
include any person that acquires a Policy Loan, either via purchase and
assignment or via a participation interest in the loan.




12









 











     (c) Any such transfer and assignment of the Policy shall be effected by the
Independent Professional Trustee executing and delivering on behalf of the Trust to
the Lender or the Designee as aforesaid (i) a change of owner form changing the
owner of the Policy to the Lender or the Designee, (ii) a change in beneficiary form
changing the beneficiary of the Policy to the Lender or the Designee and (iii) such
other documents or instruments as shall be reasonably requested by the Lender for
the purpose of effecting such changes in owner and beneficiary and the transfer and
assignment of all right, title and interest in and to the Policy, each of such
forms, documents or instruments to be in the form provided by Lender to the
Independent Professional Trustee. Any funds in the possession of the Independent
Professional Trustee to be transferred shall be transferred by wire transfer of
immediately available funds to the account specified in writing by the Lender to the
Independent Professional Trustee.




     (d) At any time following the receipt of a written notice from the Lender
stating that an event of default has occurred under any Policy Loan and requesting a
delivery to the Lender or the Designee of the original related Policy and all
amendments and endorsements thereto and any other documents related to such Policy,
the Independent Professional Trustee is hereby directed to and shall have no
discretion not to unconditionally and irrevocably deliver such original Policy and
such other documents in its possession to the Lender or the Designee. If requested
in writing at any time by the Lender after the execution and delivery of the change
in owner and change in beneficiary forms referred to in paragraph (c) of this
Section 6.5, the Independent Professional Trustee shall execute all documents
presented to it for execution by Lender to cause the relevant insurance carrier to
issue a verification of coverage form indicating that ownership of such Policy and
the beneficiary under such Policy have been changed to the Lender or the Designee.




     (e) After the transfer of the Policy and Trust assets as provided in Paragraphs
(a), (b), (c) and (d) of this Section 6.5, the Independent Professional Trustee
shall thereafter arrange for any filings to be made or actions to be taken by the
Independent Professional Trustee or the Trust, as directed by the Trustee or Lender,
prior to the termination of the Trust, including without limitation, the making of
any tax or other filings required by law as determined by Trustee or Lender. Upon
the completion of such filing and the taking of such actions, the Trust shall,
subject to obtaining the consent of the Lender and any Designee, terminate and the
Independent Professional Trustee thereafter shall have no further duties,
obligations or liabilities whatsoever to the Grantor or Beneficiaries hereunder or
in connection with or relating to such transfer and assignment. The Independent
Professional Trustee shall engage, at the direction of the Trustee and at the
expense of the Trust, a firm of independent public accountants (the “Accountants”)
to prepare any and all tax returns of the Trust that may be required. The
Independent Professional Trustee shall have no liability with respect to the
negligence or misconduct of the Accountants and shall only be obligated to (a)
execute tax returns presented to it by the Accountants and file the same with the
appropriate tax authorities and (b) pay the tax shown to be due on



13









 







such tax returns, to the extent of available funds in the Trust. The Grantor
agrees to contribute sufficient funds to the Trust to provide for the payment of the
Accountants’ tax return preparation fees and to pay any tax shown to be due on such
tax returns, to the extent that the Trust has insufficient funds therefor. In the
event that the Grantor fails to contribute sufficient funds to the Trust to allow
the Accountants to prepare tax returns, the Independent Professional Trustee shall
have no duty or obligation to prepare such tax returns or incur any expenses
whatsoever with respect to their preparation. The Trustee hereby agrees to provide
any and all information in its possession that may be necessary for the Accountants
to prepare any tax returns.




     (f) The Grantor acknowledges that in the event that the Independent
Professional Trustee is required to transfer and assign all of the Trust’s assets to
the Lender under the circumstances described above in Paragraphs (a), (b), (c) and
(d) of this Section 6.5, the Beneficiaries shall receive no benefits under the Trust
or any Policy owned by the Trust. Grantor and Beneficiaries further acknowledge that
the Independent Professional Trustee shall not be liable for any transfer or
assignment by the Independent Professional Trustee as described in Paragraphs (a),
(b), (c) and (d) of this Section 6.5.



          6.6. (a) The Independent Professional Trustee, on behalf of the Trust, is hereby directed to,
and shall cause the Trust to enter into the following Policy Loan documents presented to it for
execution:





     (1) Loan Application and Agreement.




     (2) Risk and Disclosure Statement.




     (3) Promissory Note.




     (4) A Collateral Assignment of the Life Insurance Policy.




     (5) Such other documents or instruments as the Lender may reasonably
request in writing and as presented to it for execution (the documents
referred to in 1-4, and such documents referred to in this 5, being
collectively the “Policy Loan Documents”).




     (b) Subject to Article V of this Trust Agreement, the Independent Professional
Trustee shall, at the written direction of the Lender, cause the Trust to take such
actions as the Lender shall specify in connection with the matters set forth in
Article 5(a) of the Loan Application and Agreement and shall pursuant to such
written directions cause the Trust to comply with the remaining covenants set forth
in Article 5 of the Loan Application and Agreement.




     (c) Subject to Article V of this Trust Agreement, for so long as any Policy
Loan remains outstanding, the Independent Professional Trustee shall cause the Trust
to:



14









 






     (1) (1) upon written direction from the Lender, take such further
action and/or execute and deliver all further assurances, documents and/or
instruments as may be reasonably requested in writing by the Lender and
presented to it for execution in order to (x) effect, administer or enforce
the transactions contemplated by Policy Loan Documents, and (y) permit the
realization of the benefits of any collateral assignment or pledge of the
Policy to the Lender and its assigns.




     (2) within one (1) Business Day of its discovery thereof, notify the
Lender in writing of any breaches of the representations and warranties of
the Trust under any Policy Loan Document.



          6.7. Notwithstanding anything to the contrary contained in this Trust Agreement, the following
provisions shall apply to the extent any Policy Loan is outstanding and with respect to any Policy
over which the Independent Professional Trustee has exclusive control as set forth in Article V:





     (a) During the lifetime of the Grantor, the Independent Professional Trustee
may receive, as owner and/or Beneficiaries, the Policy and may apply for, purchase
or enter into any agreement for the purchase of any Policy.




     (b) The Independent Professional Trustee, on behalf of the Trust, is vested
with all right, title and interest in and to the Policies which may compose part of
the Trust estate and is authorized and empowered to exercise as absolute owner all
of the rights, powers, interests, privileges, and benefits of every kind which may
accrue on account of any Policy or interest therein.




     (c) The Grantor shall have no incidents of ownership, interest or rights of any
kind in or to any of the said Policies which may be included within the Trust
estate, or any other property of the Trust. The Grantor hereby relinquishes all
rights and powers in any Policy included within the Trust estate which are not
assignable, and will, at the request of the Independent Professional Trustee,
execute all other instruments reasonably required to effectuate this relinquishment.




     (d) The Grantor hereby authorizes and directs any insurance company issuing any
Policy now or hereafter included within the Trust estate to recognize the
Independent Professional Trustee as the absolute owner of such Policy, fully
entitled to all options, rights, privileges and interests under such Policy.




     (e) In the event that the Independent Professional Trustee receives written
notice that a Policy is being contested or rescinded by a life insurance carrier,
the Independent Professional Trustee shall, within three (3) Business Days of its
receipt thereof, forward such communications and all documents relating to such
contest or rescission action to the Grantor and Lender. The Independent Professional
Trustee shall at the written direction of the Lender and at the joint



15









 







and several expense of the Trust and Lender cause the Trust to defend any
actions by a life insurance carrier to rescind or contest any Policy.




     (f) Without limiting the generality of any other provision of this Trust
Agreement, it is expressly understood and agreed by the parties hereto (i) that in
no event shall Independent Professional Trustee, in its individual capacity have any
liability for any representations or warranties in any Policy application or any
document submitted to an insurance company in connection with any Policy, and (ii)
Independent Professional Trustee, in its individual and representative capacities
shall have no duty or obligation, and the parties hereto have no expectation that it
shall, and it shall not undertake, to inquire into or independently verify the
accuracy or completeness in any manner of the representations or warranties made in
any Policy application or any document submitted to an insurance company in
connection with any Policy.



ARTICLE VII




SPENDTHRIFT



          7.1. Notwithstanding anything herein to the contrary:





     (a) Except as may be required in conjunction with any Policy Loan or as
otherwise provided herein, the interest of any Beneficiaries in any trust created
hereunder shall not be transferred, assigned or conveyed and shall not be subject to
the claims of any creditors of such Beneficiaries and any attempted transfer,
assignment or conveyance shall be void and of no effect, and each Trustee and
Independent Professional Trustee, to the extent of any trust property held by each
respectively, shall continue distributing such trust property directly to or for the
benefit of such Beneficiaries as provided for hereunder notwithstanding any
transfer, assignment or conveyance, and notwithstanding any action by creditors.




     (b) Notwithstanding the foregoing, the interest of any Beneficiaries in any
trust created hereunder may be pledged to the Lender pursuant to the Policy Loan. In
addition, notwithstanding the foregoing, immediately upon the receipt by the
Independent Professional Trustee of a notice of default from the Lender stating that
the interest of a Beneficiaries in the Trust has been pledged to the Lender pursuant
to the Policy Loan and that an event of default has occurred under the Policy Loan,
and that pursuant to an assignment of beneficial interest previously delivered
pursuant to a security agreement, the interest of the beneficiary in the Trust has
been unconditionally and irrevocably assigned and transferred to the Lender or the
Designee, the Independent Professional Trustee shall immediately thereafter reflect
on the books and records of the Trust the assignment and transfer of such beneficial
interest to, and the ownership of such beneficial interest by, the Lender or the
Designee, and shall give written notice of such transfer to the Trustee following
which the Trustee shall reflect such transfer on any books and records it maintains
for the Trust, it being understood and



16









 







agreed that any failure of the Trustee to reflect such transfer shall have no
effect on the validity thereof.




     (c) From and after the recordation of such transfer by the Independent
Professional Trustee of the beneficial interests in the Trust to the Lender or the
Designee, each of the Trustee and Independent Professional Trustee is directed
unconditionally and irrevocably not to take any action with regard to the Trust or
the Policy without the prior written consent of the Lender or any such Designee, as
applicable.




     (d) In the event the interest of any Beneficiaries in the Trust created
hereunder is transferred, assigned and re-titled in the name of the Lender or the
Designee, as applicable, as required Section 7.1(b), the Lender or Designee shall
have the power and right to direct that all of the principal thereof, together with
accumulated income (including any Policy), shall be immediately thereafter
unconditionally and irrevocably paid and distributed to, or re-titled in the name
of, the Lender or the Designee by the Independent Professional Trustee, after which
the Trust shall be terminated.



ARTICLE VIII




RULE AGAINST PERPETUITIES



     [Insert Rules Against Perpetuities Provision]. To the extent any trust hereunder terminates
pursuant to this Article VIII, the Trustee shall send written notice thereof to the Independent
Professional Trustee. The Independent Professional Trustee shall only be deemed to have knowledge
of any such termination to the extent so advised.



ARTICLE IX




BENEFICIARY WITHDRAW RIGHTS



     Insert Beneficiary Withdrawal Rights provisions]. It is understood and agreed that to the
extent the provisions of this Article LX are applicable, the Trustee shall give notice thereof to
the Independent Professional Trustee, and the sole duty of the Independent Professional Trustee
with respect thereto will be to transfer to the Trustee any cash or other property transferred to
the Trust through the Independent Professional Trustee by any Person other than the Lender and the
insurance company that issued the relevant Policy in such amounts and at such times as the Trustee
shall specify in writing; provided, however, that the duty of the Independent Professional Trustee
to transfer amounts to the Trustee as provided herein shall not apply to the extent of any funds
contributed to the Trust through the Independent Professional Trustee which have been identified as
being contributed to (i) satisfy all or any part of any Policy Loan or, (ii) fund administrative
expenses of the Trust (including, without limitation, the fees of the Accountants).



17









 





ARTICLE X




TERMINATION



          10.1. Termination of the Trust.





     (a) The dissolution of the Trust (including each trust hereunder) shall begin
upon the earliest of the following events:




     (1) the entry of a decree of judicial dissolution of the Trust;




     (2) the written direction of the Lender or Designee delivered to the
Trustee and Independent Professional Trustee in accordance with Sections
6.5(e) or 7.1(d);




     (3) so long as no Policy Loan remains outstanding, upon the written
election of the Trustee; or




     (4) so long as no Policy Loan remains outstanding, upon the happening
of an event specified in Article VIII.




     (b) As soon as practicable after the occurrence of an event referred to in
Section 10.1(a), the Independent Professional Trustee shall (in accordance with the
written direction of the Trustee, or so long as any Policy Loan remains outstanding,
the Lender) transfer the Trust assets in its possession or control to the Lender or
Trustee, as the case may be, and the Trustee shall wind up and dissolve the Trust,
by distributing all of the Trust’s assets, first as necessary to satisfy any Policy
Loan to the Lender (in accordance with the Lender’s written direction), and to the
extent of any remaining Trust assets, to the Beneficiary. Immediately thereafter,
the Trust shall terminate and be of no further force or effect, except for any
provisions that expressly survive the termination hereof.



ARTICLE XI




MISCELLANEOUS



          11.1. Interpretation. Wherever used herein and to the extent appropriate, the
masculine, feminine or neuter gender shall include the other two genders, the singular shall
include the plural, and the plural shall include the singular. However, for purposes of this Trust
Agreement, the Grantor shall under no circumstances be considered as custodian of any beneficiary,
and shall have no powers as such.




          11.2. Situs; Governing Law. This Trust Agreement and the trust(s) created herein shall
be construed, regulated and governed by and in accordance with the laws of the state of the
Independent Professional Trustee, as such state shall be designated in any appointment. The situs
of the Trust and its place of administration shall be the state of the Independent Professional
Trustee, as such state shall be designated in any appointment. The current situs of this Trust
Agreement is the State of [Insert State].




18









 








          11.3. Headings. Headings contained in this Trust Agreement are inserted for
convenience of reference and do not affect the interpretation of this Trust Agreement or any
provision hereof.




          11.4. Severability. If any provision of this Trust Agreement, or the application of
such provision to any Person or circumstance, shall be held invalid, the remainder of this Trust
Agreement, or the application of such provision to persons or circumstances other than those to
which it is held invalid, shall not be affected thereby.




          11.5. Delivery of Notice to Grantor. After the Grantor’s death, any notice to be
delivered to the Grantor shall be delivered to the Grantor’s legal representative.




          11.6. Counterparts; Delivery by Facsimile. This Trust Agreement may contain more than
one counterpart of the signature page and this Trust Agreement may be executed by the affixing of
the signature of each of the parties hereto to one of such counterpart signature pages. All such
counterpart signature pages shall be read as though one and they shall have the same force and
effect as though all of the signers had signed a single signature page.




          11.7. Notices. All demands, notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given when personally delivered or one Business Day
after being sent by overnight delivery service or three days after being deposited in the mail,
certified mail postage prepaid, or when sent by facsimile transmission, if confirmed by mechanical
confirmation and if a copy thereof is promptly thereafter personally delivered, sent by overnight
delivery service or so deposited in the mail, addressed to:




	 	 	 	 

	(a) Grantor:
	 	 	 
	 

	 	 	 
	 
	 	 	 
	 

	 	 	 
	 
	 	 	 
	 

	 	 	 
	 
	 	 	 
	 

	 	 	 
	 
	 	 	 
	(b) Beneficiary(ies):
	 	 	 
	 

	 	 	 
	 
	 	 	 
	 

	 	 	 
	 
	 	 	 
	 

	 	 	 
	 
	 	 	 
	 

	 	 	 
	 
	 	 	 
	(c) Trustee:
	 	 	 
	 

	 	 	 
	 
	 	 	 
	 

	 	 	 
	 
	 	 	 
	 

	 	 	 
	 
	 	 	 
	 

	 	 	 
	 
	 	 	 






     (d) Independent Professional Trustee:



Bank of Utah

Corporate Trust Services

200 E. South Temple, Suite 210

Salt Lake City, UT 84111

Phone: (801) 924-3690

Fax: (801) 746-3519




19









 






     (e) Lender:



Imperial Premium Finance, LLC

701 Park of Commerce Blvd., Ste. 301

Boca Raton, FL 33487




ARTICLE XII




DEFINITIONS



     Unless the context otherwise requires, the following terms shall have the following meanings:



     “Accountants” shall have the meaning set forth in Section 6.5(e).



     “Beneficiary” shall have the meaning set forth in the introductory paragraph hereto.



     “Business Day” means any day of the year, other than a Saturday or Sunday or legal holiday, on
which banks are authorized or required to close in state of the location of the Independent
Professional Trustee.



     “Claims” shall have the meaning set forth in Section 5.4(g).



     “Independent Professional Trustee” shall have the meaning set forth in Section 5.1.



     “Designee” shall have the meaning set forth in Section 6.5(a). “Elective Action” shall have
the meaning set forth in Section 6.1 “Elective Date” shall have the meaning set forth in Section
6.1. “Elective Notice” shall have the meaning set forth in Section 6.1.



     “Grantor” shall have the meaning set forth in the introductory paragraph hereto.



     “Indemnified Persons” shall have the meaning set forth in Section 5.4(g).



     “Lender” shall have the meaning set forth in Section 6.5(a).



     “Loan Application and Agreement” means that certain Loan Application and Agreement to be
entered into by the Trust with a Lender for purposes of acquiring the Policy Loan.



     “Original Trust Agreement” shall have the meaning set forth in the introductory paragraph
hereto.



     “Person” means a legal person, including any individual, corporation, estate, partnership,
limited partnership, joint venture, association, joint stock company, limited liability company,
trust (including a business or statutory trust), unincorporated association, or government or any
agency or political subdivision thereof, or any other entity of whatever nature.



     “Policy” has the meaning set forth in Section Article III.



20









 





     “Policy Loan” means the borrowing effected by the Trust under the Policy Loan Documents.



     “Policy Loan Documents” shall have the meaning set forth in Section 6.6.



     “Trust” shall have the meaning set forth in the recitals hereto.



     “Trust Agreement” shall have the meaning set forth in the introductory paragraph hereto.



     “Trustee” shall have the meaning set forth in the introductory paragraph hereto.



[Signature pages follow.]




21











 





     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Trust
Agreement on the day and year first above written.



	 	 	 

	 

	 	 
	Witness #1

	 	[Insert Grantor Name], GRANTOR
	 
	 	 
	 


	 	 
	Witness #2
	 	 





(witnesses may not be the undersigned notary)



STATE OF ________________



COUNTY OF ______________




     This day personally appeared before me, the undersigned authority in and for said County and
State, the within named [Insert Grantor Name] (Grantor) who acknowledged signing and delivering the
above and foregoing Amended and Restated [Insert Trust Name] on the day and date therein mentioned
as a free and voluntary act and deed and for the purposes therein expressed.



     GIVEN under my hand and official seal of office this the ______ day of ____________, 2010.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public 	 



My Commission Expires:




 









 









     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Trust Agreement on
the day and year first above written.



	 	 	 

	 
	 	 
	 

	 	 
	Witness #1

	 	[Insert Trustee Name], TRUSTEE
	 
	 	 
	


	 	 
	Witness #2
	 	 





(witnesses may not be the undersigned notary)



STATE OF _______________



COUNTY OF _____________




     This day personally appeared before me, the undersigned authority in and for said County and
State, the within named [Insert Trustee Name] (Trustee) who acknowledged signing and delivering the
above and foregoing Amended and Restated [Insert Trust Name] on the day and date therein mentioned
as a free and voluntary act and deed and for the purposes therein expressed.



     GIVEN under my hand and official seal of office this the ______ day of ____________, 2010.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public 	 



My Commission Expires:








 









 









     IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Trust Agreement on
the day and year first above written.



	 	 	 

	 
	 	 
	 

	 	 
	Witness #1

	 	[Insert Beneficiary Name], BENEFICIARY
	 
	 	 
	 
	 	 
	Witness #2
	 	 





(witnesses may not be the undersigned notary)



STATE OF _______________



COUNTY OF _____________




     This day personally appeared before me, the undersigned authority in and for said County and
State, the within named [Insert Beneficiary Name] (Beneficiary) who acknowledged signing and
delivering the above and foregoing Amended and Restated [Insert Trust Name] on the day and date
therein mentioned as a free and voluntary act and deed and for the purposes therein expressed.



     GIVEN under my hand and official seal of office this the ______ day of ____________, 2010.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public 	 



My Commission Expires:







 









 









     IN WITNESS WHEREOF, the undersigned has executed this Trust Agreement on the day and year
first above written.



	 	 	 	 	 	 	 	 	 

	 
	 	 	 	 	 	 	 	 
	 	 	Bank of Utah, Independent Professional
 Trustee	 	 
	 
	 	 	 	 	 	 	 	 
	Witness #1
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	 
	 	 
	 

	 	 	 	 	 	 	 	 
	Witness #2
	 	 	 	 	 	 	 	 





(witnesses may not be the undersigned notary)



STATE OF _______________



COUNTY OF _____________




     This day personally appeared before me, the undersigned authority in and for said County and
State, the within named _______________________________, as
__________________ of Bank of Utah (Independent
Professional Trustee) who acknowledged signing and delivering the above and foregoing Amended and
Restated [Insert Trust Name] on the day and date therein mentioned as a free and voluntary act and
deed and for the purposes therein expressed.



     GIVEN under my hand and official seal of office this the ______ day of ____________, 2010.



	 	 	 	 	 
	 	 	 
	 	
 	 
	 	Notary Public 	 



My Commission Expires:





 











 





EXHIBIT P




Form of Written Consent of the Sole Member of Imperial PFC



[see attached]



 









 





Execution
Copy




WRITTEN CONSENT OF




THE SOLE MEMBER OF



IMPERIAL PFC FINANCING, LLC



     The undersigned, Imperial Premium Finance, LLC, a Florida limited liability company
(“Member”), being the sole Member of Imperial PFC Financing, LLC, an Illinois limited
liability company (“Company”), acting pursuant to authority set forth in the Illinois
Limited Liability Company Act, does hereby adopt the following resolutions by written consent:




WHEREAS, Member holds one hundred percent (100%) of the membership interests in
Company;




WHEREAS, Company desires to enter into the Omnibus Claims Settlement Agreement,
dated as of September 8, 2010 (the “Omnibus Agreement”; initially
capitalized terms used but not defined herein shall have the meaning ascribed to
such terms in the Omnibus Agreement) with Lexington Insurance Company, a Delaware
property and casualty insurance company (“Lexington”) to enable Company to
pay to Ableco Finance LLC, a Delaware limited liability company (“Ableco”) all
amounts due and owning by Company to Ableco pursuant to that certain Financing
Agreement, dated as of August 7, 2008 (as amended, supplemented or otherwise
modified from time to time), by and between Company and Ableco;




WHEREAS, Company has reviewed the documents described on Exhibit “A” attached hereto
(collectively, the “Company Agreements”) and all other Settlement Documents
and Transaction Documents contemplated thereby and has determined that it is in the
best interests of Company to enter into the Company Agreements and to consummate
such transactions as are contemplated thereby; and




WHEREAS, as a condition precedent to Lexington’s obligation to pay the Settlement
Amount to or for the benefit of Company, Lexington has required Company to execute
and deliver to Lexington the Company Agreements.




NOW, THEREFORE, BE IT RESOLVED, that by affirmative vote of the holders of one
hundred percent (100%) of the issued and outstanding membership interests of
Company, the form, terms and provisions of each of the Company Agreements, including
all of the exhibits thereto and related agreements referred to therein, are hereby
ratified and approved, and Company is authorized and directed to enter into such
agreements, and in connection therewith, the President, any Vice President, any
other authorized officer of Company or any officer of Company or other third party
to which Company’s board of directors has delegated appropriate power and authority
(each, an “Agent”) hereby is authorized and directed in the name of Company,
to take all such actions and to



 









 







execute and deliver such documents for and on behalf of Company, with such
modifications and amendments as such Person may, in his, her or its discretion, deem
to be necessary or desirable;




RESOLVED FURTHER, that the incurrence of the Obligations in accordance with the
Omnibus Agreement be, and hereby is, authorized and approved in all respects and
that the officers of Company are hereby authorized and directed to use the
Settlement Amount solely in the manner contemplated by and described in the Omnibus
Agreement;




RESOLVED FURTHER, that, as collateral security for its obligations arising under,
out of or in connection with the Company Agreements, Company be, and it hereby is,
authorized to (i) grant to Lexington a security interest in the Collateral, whether
now owned or existing or hereafter acquired pursuant to the terms and conditions set
forth in the Omnibus Agreement and (ii) execute and deliver to Lexington any UCC
financing statements, instruments and other documents required or desirable in
relation to the transactions contemplated by the Omnibus Agreement, the Company
Agreements or any other Settlement Document or related document;




RESOLVED FURTHER, that any and all actions taken by the President, any Vice
President, any other authorized officer of Company or any Agent in connection with
the transactions contemplated by the Omnibus Agreement, the Company Agreements or
any other Settlement Document or related document are hereby ratified, confirmed and
approved as the valid and binding acts and obligations of Company;




RESOLVED FURTHER, that the President, any Vice President, any other authorized
officer of Company or any Agent is authorized to take such other actions and sign
such other documents as may be necessary or advisable to carry out the intent of the
foregoing resolutions; and




RESOLVED FURTHER, that Lexington is authorized to act upon the foregoing resolutions
until written notice of their revocation is delivered to Lexington, and that the
authority herein granted shall apply with equal force and effect to the successors
of the President, any Vice President, any other officer or any Agent herein
authorized.




This Written Consent shall be filed with the minutes of meeting of Company.



[Signature page follows.]








2









 









Dated to be effective as of September 8, 2010.



	 	 	 	 	 
	 	IMPERIAL PREMIUM FINANCE, LLC, sole Member

 	 
	 	By:  	Imperial Holdings, LLC, its Managing Member 	 
	 	 	 
	 	By:  	
 	 
	 	 	Jonathan Neuman, President 	 
	 



Written Consent of the Sole Member of Imperial PFC Financing, LLC



 









 





EXHIBIT “A”




COMPANY AGREEMENTS




	1.	 	Amended and Restated Limited Liability Company Agreement of Imperial PFC Financing, LLC,
dated as of September 8, 2010, by and between Imperial Premium Finance, LLC and Donald J.
Puglisi.
	 
	2.	 	Payoff Letter, dated as of September 8, 2010, by and between Ableco Finance LLC and Imperial
PFC Financing, LLC.
	 
	3.	 	Onmibus Claims Settlement Agreement, dated as of September 8, 2010, by and between Imperial
PFC Financing, LLC and Lexington Insurance Company.
	 
	4.	 	Pledge and Security Agreement, dated as of September 8, 2010, by Imperial PFC Financing, LLC
in favor of Lexington Insurance Company.
	 
	5.	 	Amendment Letter, dated as of September 8, 2010, by and between Imperial Premium Finance, LLC
and Imperial PFC Financing, LLC, relating to the Master Participation Agreement.
	 
	6.	 	Amendment Letter, dated as of September 8, 2010, by and between Imperial Premium Finance, LLC
and Imperial PFC Financing, LLC, relating to the Insurance Premium Loan Sale and Assignment
Agreements.
	 
	7.	 	Amended and Restated Servicing Agreement, dated as of September 8, 2010, by and among
Portfolio Financial Servicing Company, Imperial PFC Financing, LLC and Lexington Insurance
Company.
	 
	8.	 	Acknowledgement Letter, dated as of September 8, 2010, by and among Wells Fargo Bank,
National Association, Imperial Premium Finance, LLC and Imperial PFC Financing, LLC, relating
to the Backup Servicing Agreement.
	 
	9.	 	Acknowledgment Letter, dated as of September 8, 2010, by and between SunTrust Bank and
Imperial PFC Financing, LLC, relating to the Restricted (Blocked) Account Agreement.
	 
	10.	 	Release and Reimbursement Letter Agreement, dated as of September 8, 2010, by and among
Imperial Premium Finance, LLC, Imperial PFC Financing, LLC and Lexington Insurance Company.
	 
	11.	 	UCC-1 Financing Statements.
	 
	12.	 	UCC-3 Termination Statements.
	 
	13.	 	Collateral Agency Agreement, dated as of September 8, 2010, by and among Imperial PFC
Financing, LLC, Imperial Premium Finance, LLC, Lexington Insurance Company and Portfolio
Financial Servicing Company.




 









 












	14.	 	Deposit Account Control Agreement, dated as of September 8, 2010, by and among Imperial PFC
Financing, LLC, Wells Fargo Bank, N.A. and Lexington Insurance Company.






A-2











 





EXHIBIT Q




Form
of Remarketing Agreement Letter Amendment



[see attached]



 









 





Execution Copy




Lexington Insurance Company

180 Maiden Lane, 19th Floor

New York, New York 10038




September 8, 2010



Imperial Life & Annuity Services, LLC

701 Park of Commerce Boulevard, Suite 301

Boca Raton, Florida 33487

Attention: Jonathan Neuman, President



With a copy to:




Foley & Larder LLP

One Independent Drive, Suite 1300

Jacksonville, Florida 32202

Attention: Robert S. Bernstein, Esq.




     Re: Amendment of LPIC Services and Remarketing Agreement


Ladies and Gentlemen:




     Reference is hereby made to the LPIC Services and Remarketing Agreement, dated as of August 7,
2008 (as amended, supplemented or otherwise modified prior to the date hereof, the “Remarketing
Agreement”), by and between Lexington Insurance Company, a Delaware property and casualty
insurance company (the “Insurer”) and Imperial Life & Annuity Services, LLC, a Florida
limited liability company (the “Company”). Any capitalized term used in this letter
agreement (this “Amendment Letter”) but not defined herein shall have the meaning set forth
in the Remarketing Agreement.



     Each of the parties hereto (i) desires to amend the Remarketing Agreement, (ii) acknowledges
the commutation of the Policy pursuant to that certain Omnibus Claims Settlement Agreement, dated
as of September 8, 2010, by and between the Insured and the Insurer (the “Omnibus
Agreement”) and (iii) acknowledges and agrees that, as a result of such commutation of the
Policy, the provisions of the Remarketing Agreement relating to the Company’s presentation to the
Insurer of opportunities to provide coverage under the Policy have terminated but that all other
provisions of the Remarketing Agreement remain in full force and effect after the date hereof as
amended pursuant to this Amendment Letter.



     It is understood and agreed that the Remarketing Agreement is amended as follows:




	 	1.	 	Each use of (i) the term “Covered Loan”, whether in the singular or the plural,
shall refer to “Insurance Premium Loan”, as such term is defined in the Omnibus
Agreement, and (ii) the term “Covered Policy”, whether in the singular or the plural,
shall refer to “Life Insurance Policy”, as such term is defined in the Omnibus
Agreement.
	 
	 	2.	 	Section 1(b)(iv) shall be deleted in its entirety and replaced with the
following:




 









 






	 	 	 	“No Remarketing Fee. The Company shall not accept any direct or indirect fee
in connection with the sale or other disposition of any Life Insurance Policy or
Beneficial Interests relating to an Insurance Premium Loan.”






	 	3.	 	The reference in Section 3(c) to “, after receipt of a Proof of Loss,”
shall be deleted in its entirety.
	 
	 	4.	 	Following the last sentence in Section 3(d) the following shall be added:
	 
	 	 	 	“In addition, if the Company ceases to act as remarketing agent under this Agreement
for any reason, the Company shall, and shall cause its Affiliates to, use
commercially reasonable efforts to assist the Insurer and the new remarketing agent
in connection with the continuing provision of remarketing services for Life
Insurance Policies.”
	 
	 	5.	 	Following the last sentence in Section 6(b), the following shall be added:
	 
	 	 	 	“In addition, the Insurer may, by giving thirty (30) days’ written notice to the
Company, with or without cause, terminate all or any part of this Agreement,
including, without limitation, all or any part of the provisions of this Agreement
relating to the Company’s remarketing activities.”
	 
	 	6.	 	Section 7(b) shall be deleted in its entirety and replaced with the
following:






	 	 	 	“Notices. All demands, notices and communications hereunder shall be in writing and
shall be deemed to have been duly given if personally delivered by electronic mail
(or occasional user interface) or mailed by certified mail, return receipt
requested, mailed by a nationally recognized overnight courier or sent via
facsimile, to:






	 	 	 	in the case of the Insurer, to:




Lexington Insurance Company



180 Maiden Lane, 19th Floor



New York, New York 10038



Facsimile: (888) 405-2117



Attention: Surveillance Department



With a copy to:



Risk Finance

180 Maiden Lane, 19th Floor



New York, New York 10038

Facsimile: (888) 405-2871




Attention: Division General Counsel



Email: matthew.unterlack@chartisinsurance.com



2









 







in the case of the Company, to:



Imperial Life & Annuity Services, LLC

701 Park of Commerce Blvd, Suite 301

Boca Raton, FL 33487

Facsimile: (561) 995-4203

Attention: Jonathan Neuman, President

Email: jneuman@imprl.com



With a copy to:



Foley & Lardner LLP



One Independent Drive, Suite 1300 Jacksonville, FL 32202



Facsimile: (904) 359-8700



Attention: Robert S. Bernstein, Esq.



E-mail rbernstein@foley.com





	 	 	 	or, as to any of such persons, at such other address, facsimile number or electronic
mail address as shall be designated by such person in a written notice to the other
persons.
	 
	 	 	 	Notwithstanding the foregoing, notice of breach, service of legal process or other
similar communications shall not be given by electronic mail and shall not be deemed
duly given under this Agreement if delivered by such means, and if delivered to the
Insurer, a copy shall be delivered to Division General Counsel, Risk Finance, 180
Maiden Lane, 19th Floor, New York, New York, 10038. Notices, demands and
communications hereunder given by facsimile or electronic mail shall be deemed
received upon oral confirmation of receipt by the addressee or upon the sender’s
receipt of an affirmative confirmation of receipt thereof by the addressee. Unless
otherwise provided herein, communications may be via e-mail, provided that if
communication by e-mail is required under this Agreement, but is not available for
any reason, any other suitable means of written communication providing for same or
next day delivery shall be used in lieu thereof, including, but not limited to, by
facsimile transmission or personal delivery.”
	 
	 	7.	 	Section 7(c) shall be deleted in its entirety and replaced with the
following:






	 	 	 	“CONSENT TO JURISDICTION, SERVICE OF PROCESS AND VENUE; WAIVER OF JURY TRIAL,
ETC. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK IN THE COUNTY OF NEW YORK OR OF THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE COMPANY HEREBY IRREVOCABLY ACCEPTS IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE
AFORESAID COURTS. THE COMPANY HEREBY IRREVOCABLY APPOINTS THE




3









 






	 	 	 	SECRETARY OF STATE OF THE STATE OF NEW YORK AS ITS AGENT FOR SERVICE OF PROCESS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING AND FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS AND IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE
PREPAID, TO THE COMPANY AT ITS ADDRESS FOR NOTICES AS SET FORTH IN SECTION 7(B) AND
TO THE SECRETARY OF STATE OF THE STATE OF NEW YORK, SUCH SERVICE TO BECOME EFFECTIVE
TEN (10) DAYS AFTER SUCH MAILING. THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY
SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE INSURER TO SERVICE OF PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED
AGAINST THE COMPANY IN ANY OTHER JURISDICTION. THE COMPANY HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT
MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF ANY SUCH
LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE COMPANY
HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY,
THE COMPANY HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS
UNDER THIS AGREEMENT. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO A TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS
AGREEMENT, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER
AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION THEREWITH,
AND AGREES THAT ANY SUCH ACTION, PROCEEDING OR COUNTERCLAIM SHALL BE TRIED BEFORE A
COURT AND NOT BEFORE A JURY. THE COMPANY CERTIFIES THAT NO OFFICER, REPRESENTATIVE,
AGENT OR ATTORNEY OF THE INSURER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE
INSURER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR COUNTERCLAIM, SEEK TO
ENFORCE THE FOREGOING WAIVERS. THE COMPANY HEREBY ACKNOWLEDGES THAT THIS PROVISION
IS A MATERIAL INDUCEMENT FOR THE INSURER ENTERING INTO THIS AGREEMENT.




4









 












	 	8.	 	Following Section 7(k), new Section 7(1) shall be added as
follows:
	 
	 	 	 	“Third Parties. This Agreement shall not be deemed to give any right or remedy
whatsoever to any third party unless said right or remedy is specifically granted to
such third party by the terms hereof.”





     Except as expressly amended hereby, the Remarketing Agreement, as amended by this Amendment
Letter, shall continue to be and shall remain in full force and effect in accordance with its
terms. This Amendment Letter shall not constitute an amendment or waiver of any provision of the
Remarketing Agreement except as expressly set forth herein. Each amendment described in this
Amendment Letter shall be effective on and after the date of this Amendment Letter.



     THIS AMENDMENT LETTER FOR ALL PURPOSES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF (OTHER
THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).



     This Amendment Letter is the result of negotiations between the parties hereto, each of whom
has participated equally in the preparation of this Amendment Letter, and each of the parties
hereto agree that this Amendment Letter shall not be construed against any particular party on the
basis that an ambiguity is construed against the drafter.



     This Amendment Letter may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which when taken together shall constitute but one and the same instrument.
A facsimile or PDF copy of any signature hereto shall be deemed the original thereof and shall be
effective as delivery of a manually executed counterpart of this Amendment Letter.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








5









 








     Please confirm your agreement with, and acceptance of, the foregoing by signing this Amendment
Letter below where indicated and returning a copy to me.



	 	 	 	 	 
	 	Very truly yours,



LEXINGTON INSURANCE COMPANY,

as the Insurer

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	AGREED AND ACCEPTED:





IMPERIAL LIFE & ANNUITY SERVICES, LLC,

as the Company

 	 	 
	By:  	
 	 	 
	 	Name:  	 	 	 
	 	Title:  	 	 	 
	 



Amendment Letter — LPIC Services and Remarketing Agreement

















 





EXHIBIT R




Form of Acknowledgement Letter Relating to the Escrow Agreements



[see attached]







 









 








[Bank of Utah Letterhead]




________________________, 2010



Imperial Premium Finance, LLC

701 Park of Commerce Boulevard, Suite 301

Boca Raton, Florida 33487




     Re: Escrow Agreements


Ladies and Gentlemen:




     We, Bank of Utah—Corporate Trust Services, serve as escrow agent (the “Escrow Agent”) in
connection with each escrow agreement listed on Schedule I attached hereto (each, as amended,
supplemented or otherwise modified prior to the date of this letter, an “Escrow Agreement”). Any
capitalized term used in this Acknowledgement Letter but not defined herein shall have the meaning
set forth in an Escrow Agreement.



     The Escrow Agent hereby acknowledges, with respect to each Escrow Agreement, that (i) with
respect to each Life Insurance Policy referenced in such Escrow Agreement, all premiums on such
Life Insurance Policy scheduled to be paid on Schedule “A” to such Escrow Agreement have been paid
to the applicable Insurer, (ii) as of the date hereof, no funds remain in the related Escrow
Account and (iii) such Escrow Agreement has terminated in accordance with Section 14 of such Escrow
Agreement.



	 	 	 	 	 
	 	Very truly yours,

BANK OF UTAH—CORPORATE TRUST SERVICES, as the Escrow Agent

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


cc:   Lexington Insurance Company




Escrow Agreements Acknowledgement Letter