0001047469-10-002231 Sample Contracts

TRANCHE B TERM NOTE
Impac Mortgage Holdings Inc • March 16th, 2010 • Real estate investment trusts

This Term Note is one of the Term Notes referred to in the Credit Agreement, dated as of October 30, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrowers and the Lender, is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires.

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TRANCHE A TERM NOTE
Impac Mortgage Holdings Inc • March 16th, 2010 • Real estate investment trusts

This Term Note is one of the Term Notes referred to in the Credit Agreement, dated as of October 30, 2009 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Borrowers and the Lender, is subject to the provisions thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. Terms used herein which are defined in the Credit Agreement shall have such defined meanings unless otherwise defined herein or unless the context otherwise requires.

CREDIT AGREEMENT dated as of October 30, 2009, among IMPAC MORTGAGE HOLDINGS, INC., IMPAC FUNDING CORPORATION, IMPAC WAREHOUSE LENDING GROUP, INC., and INTEGRATED REAL ESTATE SERVICE CORP. as Borrowers, UBS REAL ESTATE SECURITIES, INC., as Lender
Credit Agreement • March 16th, 2010 • Impac Mortgage Holdings Inc • Real estate investment trusts • New York

This CREDIT AGREEMENT (this “Agreement”) dated as of October 30, 2009, among IMPAC MORTGAGE HOLDINGS, INC. (“Holdings”), IMPAC FUNDING CORPORATION (“IFC”), IMPAC WAREHOUSE LENDING GROUP, INC. (“IWLG” and, together with Holdings and IFC, each, an “ARMRA Borrower” and, collectively, the “ARMRA Borrowers”), INTEGRATED REAL ESTATE SERVICE CORP. (“IRES” and, together with the ARMRA Borrowers, each, a “Borrower” and, collectively, the “Borrowers”) and UBS REAL ESTATE SECURITIES, INC. (“UBS RESI”) or any other Lender, as assignee of UBS RESI.

SETTLEMENT AGREEMENT
Settlement Agreement • March 16th, 2010 • Impac Mortgage Holdings Inc • Real estate investment trusts

This SETTLEMENT AGREEMENT (this “Agreement”), dated as of October 30, 2009, is by and among Impac Mortgage Holdings Inc., a Maryland corporation (“IMH”), Impac Funding Corporation, a California corporation (“IFC”), Impac Warehouse Lending Group, Inc., a California corporation (“IWLG” and collectively, with IMH and IFC, “Impac”) and UBS Real Estate Securities Inc., a Delaware corporation (“UBS”).

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