Exhibit 10.17 
   $33,850,000  CREDIT AGREEMENT  dated as of October 30, 2009,  among  IMPAC MORTGAGE HOLDINGS, INC.,
IMPAC FUNDING CORPORATION, 
IMPAC WAREHOUSE LENDING GROUP, INC.,andINTEGRATED REAL ESTATE SERVICE CORP.  as Borrowers,  UBS REAL ESTATE SECURITIES, INC.,  as Lender


TABLE
OF CONTENTS  Section
  
  
  PageARTICLE IDEFINITIONSSECTION 1.01 Defined Terms
  
  1SECTION 1.02 Classification of Loans and Borrowings
  
  17SECTION 1.03 Terms Generally
  
  17SECTION 1.04 Accounting Terms; GAAP
  
  18SECTION 1.05 Resolution of Drafting Ambiguities
  
  18ARTICLE
  IITHE LOANSSECTION 2.01 Loans
  
  18SECTION 2.02 Evidence of Debt; Repayment of Loans
  
  18SECTION 2.03 Interest on Loans
  
  19SECTION 2.04 Amortization of Term Borrowings
  
  19SECTION 2.05 Optional and Mandatory Prepayments of
  Loans
  
  20SECTION 2.06 Alternate Rate of Interest
  
  21SECTION 2.07 Yield Protection
  
  22SECTION 2.08 [Reserved.]
  
  23SECTION 2.09 Payments Generally
  
  23SECTION 2.10 Taxes
  
  23ARTICLE
  IIIREPRESENTATIONS
  AND WARRANTIESSECTION 3.01 Organization; Powers
  
  25SECTION 3.02 Authorization; Enforceability
  
  25SECTION 3.03 No Conflicts
  
  25SECTION 3.04 Financial Statements
  
  26SECTION 3.05 Properties
  
  26SECTION 3.06 [Reserved]
  
  27SECTION 3.07 Equity Interests and Subsidiaries
  
  27SECTION 3.08 Litigation; Compliance with Laws
  
  27SECTION 3.09 Agreements
  
  27SECTION 3.10 [Reserved]
  
  27SECTION 3.11 [Reserved]
  
  27SECTION 3.12 [Reserved]
  
  27SECTION 3.13 Taxes
  
  27SECTION 3.14 No Material Misstatements
  
  28SECTION 3.15 [Reserved]
  
  28SECTION 3.16 Solvency
  
  28  i


Section
  
  
  PageSECTION 3.17 [Reserved]
  
  28SECTION 3.18 [Reserved]
  
  28SECTION 3.19 [Reserved]
  
  28SECTION 3.20 Anti-Terrorism Law
  
  28ARTICLE
  IVCONDITIONS
  TO EFFECTIVENESSSECTION 4.01 Conditions to Effectiveness
  
  29ARTICLE VAFFIRMATIVE
  COVENANTSSECTION 5.01 Financial Statements, Reports, etc.
  
  31SECTION 5.02 Litigation and Other Notices
  
  32SECTION 5.03 Existence; Businesses and Properties
  
  33SECTION 5.04 [Reserved]
  
  34SECTION 5.05 Obligations and Taxes
  
  34SECTION 5.06 Re-Warehousing Business
  
  34SECTION 5.07 Maintaining Records; Access to Properties
  and Inspections
  
  34ARTICLE
  VINEGATIVE
  COVENANTSSECTION 6.01 Indebtedness
  
  35SECTION 6.02 Liens
  
  36SECTION 6.03 Sale and Leaseback Transactions
  
  38SECTION 6.04 Investments, Loans and Advances
  
  38SECTION 6.05 Mergers and Consolidations
  
  39SECTION 6.06 Asset Sales
  
  39SECTION 6.07 Acquisitions
  
  39SECTION 6.08 Dividends
  
  40SECTION 6.09 Transactions with Affiliates
  
  40SECTION 6.10 Financial Covenants
  
  41SECTION 6.11 Prepayments of
  Other Indebtedness; Settlement of Repurchase Obligations; Modifications of
  Organizational Documents and Other Documents, etc.
  
  41SECTION 6.12 Limitation on Certain Restrictions on
  Subsidiaries
  
  41SECTION 6.13 Limitation on Issuance of Capital Stock
  
  42SECTION 6.14 [Reserved.]
  
  42SECTION 6.15 Business
  
  42SECTION 6.16 Limitation on Accounting Changes
  
  43SECTION 6.17 Fiscal Year
  
  43SECTION 6.18 Anti-Terrorism Law; Anti-Money Laundering
  
  43Embargoed Person43  ii


Section
  
  
  PageARTICLE
  VIIEVENTS OF
  DEFAULTSECTION 7.01 Events of Default
  
  43ARTICLE
  VIII[Reserved]ARTICLE
  IXMISCELLANEOUSSECTION 9.01 Notices
  
  46SECTION 9.02 Waivers; Amendment
  
  47SECTION 9.03 Expenses; Indemnity; Damage Waiver
  
  48SECTION 9.04 Successors and Assigns
  
  49SECTION 9.05 Survival of Agreement
  
  50SECTION 9.06 Counterparts; Integration; Effectiveness
  
  51SECTION 9.07 Severability
  
  51SECTION 9.08 Right of Setoff
  
  51SECTION 9.09 Governing Law; Jurisdiction; Consent to
  Service of Process
  
  51SECTION 9.10 Waiver of Jury Trial
  
  52SECTION 9.11 Headings
  
  52SECTION 9.12 Treatment of Certain Information;
  Confidentiality
  
  52SECTION 9.13 USA PATRIOT Act Notice
  
  53SECTION 9.14 Interest Rate Limitation
  
  53SECTION 9.15 Structure of Re-Warehousing Transaction.
  
  53SECTION 9.16 Obligations Absolute
  
  54SECTION 9.17 Enforcement
  
  54SECTION 9.18 Lender Consents
  
  54SECTION 9.19 Waiver of Deemed Guarantor Rights
  
  54SECTION 9.20
  Pledge of Re-Warehousing SPV
  
  55  iii


ANNEXESAnnex
  I
  
  Applicable
  MarginSCHEDULESSchedule
  1
  
  Non-recourse
  securitization trusts that have entered into hedge transactionsSchedule
  3.07
  
  Equity
  InterestsSchedule
  6.01(b)
  
  Existing
  IndebtednessSchedule
  6.02(c)
  
  Existing
  LiensSchedule
  6.04(b)
  
  Existing
  InvestmentsEXHIBITSExhibit A
  
  [Reserved]Exhibit B
  
  Form of
  Solvency/Financial Covenant Compliance CertificateExhibit C-1
  
  Form of
  Tranche A Term NoteExhibit C-2
  
  Form of
  Tranche B Term Note  iv


CREDIT
AGREEMENT  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) orany other Lender, as assignee of UBS RESI.  WITNESSETH:  WHEREAS, the ARMRA Borrowers and UBS RESI were
parties to that certain Amended and Restated Master Repurchase Agreement dated September 11,
2008 (the ARMRA).  WHEREAS, in connection with the ARMRA, the ARMRA
Borrowers and UBS RESI have entered into that certain Settlement Agreement
dated as of the date hereof (the Settlement Agreement)
pursuant to which the ARMRA Borrowers are required to make certain payments and
to take certain other actions described therein.  WHEREAS, each of the Borrowers and UBS RESI
acknowledge and agree that the ARMRA Borrowers will owe UBS RESI $33,850,000 in
connection with the full and complete satisfaction of the ARMRA Borrowers
obligations under the ARMRA after the making of the payments pursuant to the
Settlement Agreement, and the taking of such other actions, required on the
date hereof pursuant to the Settlement Agreement and that such $33,850,000
obligation shall be deemed to be, and shall be evidenced as, two term loans (a
Tranche A Loan in the initial principal amount of $23,850,000 and a Tranche B
Loan in the initial principal amount of $10,000,000), payable by each of the
Borrowers pursuant to the terms hereof.  WHEREAS, IRES is a subsidiary of Holdings and will
obtain substantial benefits from the settlement provided under the Settlement
Agreement.  NOW, THEREFORE, in consideration of the agreements
set forth in the Settlement Agreement, UBS RESI, as the initial Lender, and
each of the Borrowers are willing to evidence the aforementioned $33,850,000
owed to UBS RESI by the ARMRA Borrowers as two term loans extended to, and
payable by, each of the Borrowers, on a joint and several basis and otherwise
on the terms and subject to the conditions set forth herein.  Accordingly, the parties hereto agree as follows:  ARTICLE
I  DEFINITIONS  SECTION 1.01      Defined Terms.  As used in this Agreement, the following
terms shall have the meanings specified below:  ABR, when used
in reference to any Loan or Borrowing, is used when such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.


ABR Borrowing
shall mean a Borrowing comprised of ABR Loans.  ABR Loan shall
mean any Loan bearing interest at a rate determined by reference to the
Alternate Base Rate in accordance with the provisions of Article II.  Acquisitions
shall have the meaning assigned to such term in Section 6.07(b).  Adjusted LIBOR Rate
shall mean, with respect to any Eurodollar Borrowing for any Interest Period,
an interest rate per annum (rounded upward, if necessary, to the nearest
1/100th of 1%) determined by the Lender to be equal to the sum of (i) (a) the
LIBOR Rate for such Eurodollar Borrowing in effect for such Interest Period
divided by (b) 1 minus the
Statutory Reserves (if any) for such Eurodollar Borrowing for such Interest
Period plus (ii) the Applicable Margin.  Affiliate
shall mean, when used with respect to a specified person:  (A) an
entity that directly or indirectly owns, controls, or holds with power to vote,
20 percent or more of the outstanding voting securities of such specified
person, other than an entity that holds such securities -  (i) in a fiduciary or agent capacity without sole discretionary
power to vote such securities; or  (ii) solely to secure a debt, if such entity has not in fact
exercised such power to vote;  (B) a
person 20 percent or more of whose outstanding voting securities are directly
or indirectly owned, controlled or held with power to vote, by such specified
person, or any an entity that directly or indirectly owns, controls, or holds
with power to vote, 20 percent or more of the outstanding voting securities of
such specified person, other than an entity that holds such securities -  (i) in
a fiduciary or agency capacity without sole discretionary power to vote such
securities; or  (ii) solely
to secure a debt, if such entity has not in fact exercised such power to vote;  (C) a
person whose business is operated under a lease or operating agreement by such
specified person, or a person substantially all of whose property is operated
under an operating agreement with such specified person; or  (D) an entity that
operates the business or substantially all of the property of such specified person
under a lease or operating agreement.  Agency means
Ginnie Mae, Fannie Mae or Freddie Mac, as applicable.  Agency Eligible Mortgage
Loan means, a mortgage loan that is in compliance with the eligibility
requirements for swap or purchase by the designated Agency under the applicable
Agency Guide and designated Agency Program, a mortgage loan that is insured by
a FHA Mortgage Insurance Contract or a mortgage loan that is guaranteed by a VA
Loan Guaranty Agreement.  Agency Guide
means in respect of Ginnie Mae, the Ginnie Mae Mortgage-Backed Securities
Guide; in respect of Fannie Mae, the Fannie Mae Selling Guide and the Fannie
Mae Servicing  2


Guide; and in respect of
Freddie Mac, the Freddie Mac Sellers and Servicers Guide; in each case as any
of the foregoing may be amended from time to time.  Agency Program
means the specific mortgage-backed securities swap or purchase program under
the relevant Agency Guide or as otherwise approved by the relevant Agency.  Agreement
shall have the meaning assigned to such term in the preamble hereto.  Alternate Base Rate
shall mean, for any day, a rate per annum (rounded upward, if necessary, to the
nearest 1/100th of 1%) equal to the sum of (i) the greater of (a) the
Base Rate in effect on such day and (b) the Federal Funds Effective Rate
in effect on such day plus 0.50% plus
(ii) the Applicable Margin.  If the
Lender shall have determined (which determination shall be conclusive absent
manifest error) that it is unable to ascertain the Federal Funds Effective Rate
for any reason, including the inability of the Lender to obtain sufficient
quotations in accordance with the terms of the definition thereof, the
Alternate Base Rate shall be determined without regard to clause (i)(b) of
the preceding sentence until the circumstances giving rise to such inability no
longer exist.  Any change in the
Alternate Base Rate due to a change in the Base Rate or the Federal Funds
Effective Rate shall be effective on the effective date of such change in the
Base Rate or the Federal Funds Effective Rate, respectively.  Anti-Terrorism Laws
shall have the meaning assigned to such term in Section 3.20.  Applicable Margin
shall mean, with respect to any Tranche A Loan or Tranche B Loan , as
the case may be, the applicable percentage set forth in Annex I
under the appropriate caption.  Approved Fund
shall mean any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.  ARMRA shall
have the meaning assigned to such term in the first recital hereto.  ARMRA Borrower
and ARMRA Borrowers shall have the
meanings assigned to such term in the preamble hereto.  Asset Sale
shall mean any conveyance, sale, lease, sublease, assignment, transfer or other
disposition (including by way of merger or consolidation and including any Sale
and Leaseback Transaction) of any property excluding (i) sales of mortgage
loans originated or acquired by a Company after the Closing Date (and related
servicing rights) and real estate owned by a Company relating to any such
mortgage loan (including, without limitation, any such sales of mortgage loans
related to the Re-Warehousing Business), (ii) sales of mortgage loans
originated or acquired by a Company before the Closing Date (and related
servicing rights) and real estate owned by a Company relating to any such
mortgage loan  (provided that the
exclusion contained in this clause (ii) shall apply only to the first
$2,000,000 of such sales (determined based on purchase price received)) and (iii) inventory
and dispositions of cash and Cash Equivalents, in each case, in the ordinary
course of business, by any Borrower or any of its Subsidiaries.  Assignment and Assumption
shall mean an assignment and assumption entered into by a Lender and an
Eligible Assignee.  Attributable Indebtedness
shall mean, when used with respect to any Sale and Leaseback Transaction, as at
the time of determination, the present value (discounted at a rate equivalent
to  3


Borrowers then-current
weighted average cost of funds for borrowed money as at the time of determination,
compounded on a semi-annual basis) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in any such
Sale and Leaseback Transaction.  Base Rate
shall mean, for any day, a rate per annum that is equal to the corporate base
rate of interest established by the Lender from time to time; each change in
the Base Rate shall be effective on the date such change is effective.  The corporate base rate is not necessarily
the lowest rate charged by the Lender to its customers.  Board shall
mean the Board of Governors of the Federal Reserve System of the United States.  Board of Directors
shall mean, with respect to any person, (i) in the case of any corporation,
the board of directors of such person, (ii) in the case of any limited
liability company, the board of managers of such person, (iii) in the case
of any limited partnership, the Board of Directors of the general partner of
such person and (iv) in any other case, the functional equivalent of the foregoing.  Borrower and Borrowers shall have the meanings assigned to such term in
the preamble hereto.  Borrowing
shall mean Loans of the same Class and Type, made, converted or continued
on the same date and, in the case of Eurodollar Loans, as to which a single
Interest Period is in effect.  Business Day
shall mean any day other than a Saturday, Sunday or other day on which banks in
New York City or the State of California are authorized or required by law to
close; provided,however,
that when used in connection with a Eurodollar Loan, the term Business Day
shall also exclude any day on which banks are not open for dealings in dollar
deposits in the London interbank market.  Capital Assets shall mean,
with respect to any person, all equipment, fixed assets and Real Property or
improvements of such person, or replacements or substitutions therefor or
additions thereto, that, in accordance with GAAP, have been or should be
reflected as additions to property, plant or equipment on the balance sheet of
such person.  Capital Lease Obligations
of any person shall mean the obligations of such person to pay rent or other
amounts under any lease of (or other arrangement conveying the right to use)
real or personal property, or a combination thereof, which obligations are
required to be classified and accounted for as capital leases on a balance
sheet of such person under GAAP, and the amount of such obligations shall be
the capitalized amount thereof determined in accordance with GAAP.  Cash Equivalents
shall mean, as to any person, (a) securities issued, or directly, unconditionally
and fully guaranteed or insured, by the United States or any agency or
instrumentality thereof (provided that
the full faith and credit of the United States is pledged in support thereof)
having maturities of not more than one year from the date of acquisition by
such person; (b) time deposits and certificates of deposit of the Lender
or any commercial bank having, or which is the principal banking subsidiary of
a bank holding company organized under the laws of the United States, any state
thereof or the District of Columbia having, capital and surplus aggregating in
excess of $500.0 million and a rating of A (or such other similar equivalent
rating) or higher by at least one nationally recognized statistical rating
organization (as defined in Rule 436 under the Securities Act) with
maturities of not more than one year  4


from the date of acquisition
by such person; (c) repurchase obligations with a term of not more than
30 days for underlying securities of the types described in clause (a) above
entered into with any bank meeting the qualifications specified in clause (b) above,
which repurchase obligations are secured by a valid perfected security interest
in the underlying securities; and (d) investments in money market funds substantially
all of whose assets are comprised of securities of the types described in
clauses (a) through (d) above; and (f) demand deposit accounts
maintained in the ordinary course of business with a commercial bank meeting
criteria set forth in clause (b) above.  Casualty Event
shall mean any involuntary loss of title, any involuntary loss of, damage to or
any destruction of, or any condemnation or other taking (including by any
Governmental Authority) of, any property of any Borrower or any of its
Subsidiaries.  Casualty Event shall include
but not be limited to any taking of all or any part of any Real Property of any
person or any part thereof, in or by condemnation or other eminent domain
proceedings pursuant to any Requirement of Law, or by reason of the temporary
requisition of the use or occupancy of all or any part of any Real Property of
any person or any part thereof by any Governmental Authority, civil or
military, or any settlement in lieu thereof.  A Change in Control
shall be deemed to have occurred if:  (a)Holdings at any time ceases
to own 100% of the Equity Interests of the other three Borrowers;  (b)any person or group (as
such terms are used in Sections 13(d) and 14(d) of the Exchange
Act) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5
under the Exchange Act, except that for purposes of this clause such person or
group shall be deemed to have beneficial ownership of all securities that
such person or group has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or indirectly,
of Voting Stock of Holdings representing more than 50% of the voting power of
the total outstanding Voting Stock of Holdings; or  (c)the existing directors of
Holdings for any reason cease to constitute a majority of the board of
directors of Holdings.  Change in Law
shall mean the occurrence, after the date of this Agreement, of any of the
following:  (a) the adoption or
taking into effect of any law, treaty, order, policy, rule or regulation, (b) any
change in any law, treaty, order, policy, rule or regulation or in the
administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental
Authority.  Charges shall
have the meaning assigned to such term in Section 9.14.  Class, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are Tranche A Loans or Tranche B
Loans.  Closing Date
shall mean the date hereof.  Code shall
mean the Internal Revenue Code of 1986.  Companies
shall mean Holdings and its Subsidiaries; and Company
shall mean any one of them.  5


Consolidated Assets
shall mean, as at any date of determination, the total assets of the Companies
which may properly be classified as assets on a consolidated balance sheet of
the Companies in accordance with GAAP.  Consolidated Liabilities
shall mean, as at any date of determination, the total liabilities of the
Companies which may properly be classified as liabilities on a consolidated balance
sheet of the Companies in accordance with GAAP.  Contested Lien Conditions
shall mean, with respect to any Permitted Lien of the type described in
clauses (a), (b), (e) and (f) of Section 6.02, the
following conditions:  (a)Borrowers shall cause any
proceeding instituted contesting such Lien to stay the sale or forfeiture of
any portion of the property related to such Lien; and  (b)at the option and at the
request of the Lender, to the extent such Lien is in an amount in excess of
$1,000,000, the appropriate Borrower shall maintain cash reserves in an amount
sufficient to pay and discharge such Lien and the Lenders reasonable estimate
of all interest and penalties related thereto.  Contingent Obligation
shall mean, as to any person, any obligation, agreement, understanding or
arrangement 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 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 (i) for the purchase or payment of any such
primary obligation or (ii) 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, 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 payment of such primary
obligation; (d) with respect to bankers acceptances, letters of credit
and similar credit arrangements, until a reimbursement obligation arises (which
reimbursement obligation shall constitute Indebtedness); or (e) 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 endorsements of instruments for deposit or collection in the ordinary
course of business, any servicer advances reimbursable by a Person other than
one of the Companies or any product warranties. 
The amount of any Contingent Obligation shall be deemed to be an amount
equal to the stated or determinable amount of the primary obligation in respect
of which such Contingent Obligation is made (or, if less, the maximum amount of
such primary obligation for which such person may be liable, whether singly or
jointly, pursuant to the terms of the instrument evidencing such Contingent
Obligation) or, if not stated or determinable, the maximum reasonably
anticipated liability in respect thereof (assuming such person is required to
perform thereunder) as determined by such person in good faith.  Control shall
mean the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract or otherwise, and the terms Controlling and Controlled
shall have meanings correlative thereto.  Debt Issuance
shall mean the incurrence by Holdings or any of its Subsidiaries of any
Indebtedness after the Closing Date (other than as permitted by Section 6.01).  6


Default shall
mean any event, occurrence or condition which is, or upon notice, lapse of time
or both would constitute, an Event of Default.  Default Rate
shall have the meaning assigned to such term in Section 2.03(c).  Disqualified Capital Stock
shall mean any Equity Interest which, by its terms (or by the terms of any
security into which it is convertible or for which it is exchangeable), or upon
the happening of any event, (a) matures (excluding any maturity as the
result of an optional redemption by the issuer thereof) or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or is redeemable at the option
of the holder thereof, in whole or in part, on or prior to the Final Maturity
Date, (b) is convertible into or exchangeable (unless at the sole option
of the issuer thereof) for (i) debt securities or (ii) any Equity
Interests referred to in (a) above, in each case at any time on or prior
to the Final Maturity Date, or (c) contains any repurchase obligation
which may come into effect prior to payment in full of all Obligations; provided,however, that
any Equity Interests that would not constitute Disqualified Capital Stock but
for provisions thereof giving holders thereof (or the holders of any security
into or for which such Equity Interests is convertible, exchangeable or exercisable)
the right to require the issuer thereof to redeem such Equity Interests upon
the occurrence of a change in control or an asset sale occurring prior to the
Final Maturity Date shall not constitute Disqualified Capital Stock if such
Equity Interests provide that the issuer thereof will not redeem any such
Equity Interests pursuant to such provisions prior to the repayment in full of
the Obligations.  Dividend with
respect to any person shall mean that such person has declared or paid a dividend
or returned any equity capital to the holders of its Equity Interests or
authorized or made any other distribution, payment or delivery of property
(other than Qualified Capital Stock of such person) or cash to the holders of
its Equity Interests as such, or redeemed, retired, purchased or otherwise
acquired, directly or indirectly, for consideration any of its Equity Interests
outstanding (or any options or warrants issued by such person with respect to
its Equity Interests), or set aside any funds for any of the foregoing
purposes, or shall have permitted any of its Subsidiaries to purchase or
otherwise acquire for consideration any of the Equity Interests of such person
outstanding (or any options or warrants issued by such person with respect to its
Equity Interests).  Without limiting the
foregoing, Dividends with respect to any person shall also include all
payments made or required to be made by such person with respect to any stock
appreciation rights, plans, equity incentive or achievement plans or any
similar plans (other than any stock appreciation rights, plans, equity
incentive or achievement plans or any similar plans offered solely to employees
of one or more of the Companies) or setting aside of any funds for the
foregoing purposes.  dollars or $ shall mean lawful money of the United States.  Eligible Assignee
shall mean (i) an Affiliate of the Lender, (ii) an Approved Fund and (iii) any
other person so long as, in the case of clause (iii), (a) an agreement has
been executed between such person and UBS RESI pursuant to which UBS RESI is
appointed as administrative agent for such person with respect to this
Agreement or (b) this Agreement has been amended to provide for an administrative
agent and UBS RESI remains as administrative agent after an assignment to such
person (and each of the parties hereto agrees to cooperate in the execution of
any such amendment at the request of UBS RESI).  Embargoed Person
shall have the meaning assigned to such term in Section 6.19.  7


Equity Interest
shall mean, with respect to any person, any and all shares, interests, participations
or other equivalents, including membership interests (however designated,
whether voting or nonvoting), of equity of such person, including, if such
person is a partnership, partnership interests (whether general or limited) and
any other interest or participation that confers on a person the right to
receive a share of the profits and losses of, or distributions of property of,
such partnership, whether outstanding on the date hereof or issued after the
Closing Date, but excluding debt securities convertible or exchangeable into
such equity.  Equity Issuance
shall mean, without duplication, (i) any issuance or sale by Holdings
after the Closing Date of any Equity Interests in Holdings (including any
Equity Interests issued upon exercise of any warrant or option other than any
warrant or option (a) issued solely to employees of one or more of the
Companies prior to the Closing Date or (b) issued to Experience 1, Inc.
(or any other entity) or any employee or officer thereof as payment for
services rendered by Experience 1, Inc. or such other entity to a Company
(as long as not more than 10% of the amount of outstanding shares of Holdings,
as of the Closing Date, are issued, in aggregate over term of Credit Agreement,
to Experience 1, Inc. or such other entity or any employee or officer
thereof) or (ii) any contribution to the capital of Holdings; provided,however, that
an Equity Issuance shall not include any Preferred Stock Issuance or Debt Issuance.  Eurodollar Borrowing
shall mean a Borrowing comprised of Eurodollar Loans.  Eurodollar Loan
shall mean any Loan bearing interest at a rate determined by reference to the
Adjusted LIBOR Rate in accordance with the provisions of Article II.  Event of Default
shall have the meaning assigned to such term in Section 7.01.  Excess Amount
shall have the meaning assigned to such term in Section 2.05(g).  Exchange Act
shall mean the Securities Exchange Act of 1934, as amended.  Excluded Taxes shall mean, with respect to the Lender or any
other recipient of any payment to be made by or on account of any obligation of
any Borrower hereunder, (a) taxes imposed on or measured by its overall
net income (however denominated), franchise taxes imposed on it (in lieu of net
income taxes) and branch profits taxes imposed on it, by a jurisdiction (or any
political subdivision thereof) as a result of the recipient being organized or having
its principal office or, in the case of the Lender, its applicable lending
office in such jurisdiction and (b) in the case of a Foreign Lender, any
U.S. federal withholding tax that (i) is imposed on amounts payable to
such Foreign Lender at the time such Foreign Lender becomes a party hereto (or
designates a new lending office) or (ii) is attributable to such Foreign
Lenders failure to comply with Section 2.10(e).  Executive Order shall have the meaning
assigned to such term in Section 3.20(a).  Existing Lien
shall have the meaning assigned to such term in Section 6.02(c).  Fannie Mae
means the Federal National Mortgage Association and its successors in interest.  Federal Funds Effective
Rate shall mean, for any day, the weighted average of the rates on
overnight federal funds transactions with members of the Federal Reserve System
of the United States arranged by federal funds brokers, as published on the
next succeeding Business Day by the Federal Reserve Bank of New York, or, if
such rate is not so published for any day that is a Business Day, the  8


average of the quotations
for the day for such transactions received by the Lender from three federal
funds brokers of recognized standing selected by it.  FHA shall mean
the Federal Housing Administration, an agency within the United States
Department of Housing and Urban Development, or any successor thereto.  FHA Mortgage Insurance
Contract shall mean the contractual obligation of the FHA with
respect to the insuring of a mortgage loan.  Final Maturity Date
shall mean the Tranche A Maturity Date.  Financial Officer
of any person shall mean the chief financial officer, principal accounting officer,
treasurer or controller of such person.  FIRREA shall
mean the Financial Institutions Reform, Recovery and Enforcement Act of 1989,
as amended.  Foreign Lender
shall mean the Lender if it is not, for United States federal income tax
purposes, (i) an individual who is a citizen or resident of the United
States, (ii) a corporation, partnership or other entity treated as a
corporation or partnership created or organized in or under the laws of the
United States, or any political subdivision thereof, (iii) an estate whose
income is subject to U.S. federal income taxation regardless of its source or (iv) a
trust if a court within the United States is able to exercise primary supervision
over the administration of such trust and one or more United States persons
have the authority to control all substantial decisions of such trust.  Freddie Mac
means the Federal Home Loan Mortgage Corporation and its successors in
interest.  Fund shall
mean any person that is (or will be) engaged in making, purchasing, holding or
otherwise investing in commercial loans and similar extensions of credit in the
ordinary course of its business.  GAAP shall
mean generally accepted accounting principles in the United States applied on a
consistent basis.  Ginnie Mae
means the Government National Mortgage Association and its successors in
interest.  Governmental Authority
shall mean the government of the United States or any other nation, or of any
political subdivision thereof, whether state, provincial or local, and any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central
Bank).  Hedging Agreement
shall mean any swap, cap, collar, forward purchase or similar agreements or arrangements
dealing with interest rates, currency exchange rates or commodity prices,
either generally or under specific contingencies.  Hedging Obligations
shall mean obligations under or with respect to Hedging Agreements.  9


Holdings shall
have the meaning assigned to such term in the preamble hereto.  IFC shall have
the meaning assigned to such term in the preamble hereto.  Indebtedness
of any person shall mean, without duplication, (a) all obligations of such
person for borrowed money or advances; (b) all obligations of such person
evidenced by bonds, debentures, notes or similar instruments; (c) all
obligations of such person upon which interest charges are customarily paid or
accrued; (d) all obligations of such person under conditional sale or
other title retention agreements relating to property purchased by such person;
(e) all obligations of such person issued or assumed as the deferred
purchase price of property or services (excluding trade accounts payable and accrued
obligations incurred in the ordinary course of business on normal trade terms
and not overdue by more than 90 days); (f) all Indebtedness of others
secured by any Lien on property owned or acquired by such person, whether or
not the obligations secured thereby have been assumed, but limited to the fair
market value of such property; (g) all Capital Lease Obligations, Purchase
Money Obligations and synthetic lease obligations of such person; (h) all
Hedging Obligations to the extent required to be reflected on a balance sheet
of such person; (i) all Attributable Indebtedness of such person; (j) all
obligations of such person for the reimbursement of any obligor in respect of
letters of credit, letters of guaranty, bankers acceptances and similar credit
transactions; (k) all obligations under any repurchase agreement and (l) all
Contingent Obligations of such person in respect of Indebtedness or obligations
of others of the kinds referred to in clauses (a) through (k) above.  The Indebtedness of any person shall include
the Indebtedness of any other entity (including any partnership in which such
person is a general partner) to the extent such person is liable therefor as a
result of such persons ownership interest in or other relationship with such
entity, except (other than in the case of general partner liability) to the
extent that terms of such Indebtedness expressly provide that such person is
not liable therefor.  Indebtedness shall
not include the hedge transactions of the Companies constituting non-recourse
securitization trusts listed on Schedule 1 hereto.  Indemnified Taxes
shall mean all Taxes other than Excluded Taxes.  Indemnitee
shall have the meaning assigned to such term in Section 9.03(b).  Information
shall have the meaning assigned to such term in Section 9.12.  Interest Period
shall mean, (a) in the case of the initial Interest Period for the Loans,
the period commencing on the Closing Date and ending on (and including) the day
preceding the next Payment Date and (b) in the case of each subsequent
Interest Period for the Loans, the period commencing on (and including) the
current or most recent Payment Date and ending on (and including) the day
preceding the next Payment Date.  Investments
shall have the meaning assigned to such term in Section 6.04.  IRES shall
have the meaning assigned to such term in the preamble hereto.  IWLG shall have
the meaning assigned to such term in the preamble hereto.  Joint Venture
shall have the meaning assigned to such term in Section 6.04(d).  Leases shall
mean any and all leases, subleases, tenancies, options, concession agreements,
rental agreements, occupancy agreements, franchise agreements, access
agreements and any other agreements (including all amendments, extensions,
replacements, renewals, modifications and/or guaran-  10


tees thereof), whether or
not of record and whether now in existence or hereafter entered into, affecting
the use or occupancy of all or any portion of any Real Property.  Lender shall
mean (a) UBS RESI or (b) any financial institution that has become a
party hereto pursuant to an Assignment and Assumption, other than, in each
case, any financial institution that has ceased to be a party hereto pursuant
to an Assignment and Assumption.  LIBOR Rate
shall mean, with respect to any Eurodollar Borrowing for any Interest Period, the
rate per annum determined by the Lender to be the arithmetic mean of the offered
rates for deposits in dollars with a term comparable to such Interest Period
that appears on the Telerate British Bankers Assoc. Interest Settlement Rates Page (as
defined below) at approximately 11:00 a.m., London, England time, on the
second full Business Day preceding the first day of such Interest Period; provided,however, that (i) if
no comparable term for an Interest Period is available, the LIBOR Rate shall be
determined using the weighted average of the offered rates for the two terms
most nearly corresponding to such Interest Period and (ii) if there shall
at any time no longer exist a Telerate British Bankers Assoc. Interest
Settlement Rates Page, LIBOR Rate shall mean, with respect to each day during
each Interest Period pertaining to Eurodollar Borrowings comprising part of the
same Borrowing, the rate per annum equal to the rate at which the Lender is
offered deposits in dollars at approximately 11:00 a.m., London, England
time, two Business Days prior to the first day of such Interest Period in the
London interbank market for delivery on the first day of such Interest Period
for the number of days comprised therein and in an amount comparable to its
portion of the amount of such Eurodollar Borrowing to be outstanding during
such Interest Period.  Telerate British Bankers Assoc. Interest Settlement Rates Page
shall mean the display designated as Reuters Screen LIBOR01 Page (or such
other page as may replace such page on such service for the purpose
of displaying the rates at which dollar deposits are offered by leading banks
in the London interbank deposit market).  Lien shall
mean, with respect to any property, (a) any mortgage, deed of trust, lien,
pledge, encumbrance, claim, charge, assignment, hypothecation, security
interest or encumbrance of any kind or any arrangement to provide priority or
preference or any filing of any financing statement under the UCC or any other
similar notice of lien under any similar notice or recording statute of any
Governmental Authority, including any easement, right-of-way or other
encumbrance on title to Real Property, in each of the foregoing cases whether
voluntary or imposed by law, and any agreement to give any of the foregoing; (b) the
interest of a vendor or a lessor under any conditional sale agreement, capital
lease or title retention agreement (or any financing lease having substantially
the same economic effect as any of the foregoing) relating to such property;
and (c) in the case of securities, any purchase option, call or similar
right of a third party with respect to such securities.  Loans shall
mean the Tranche A Loan and the Tranche B Loan, collectively.  Material Adverse Effect
shall mean (a) a material adverse effect on the business, property,
results of operations, prospects or condition, financial or otherwise, or
material agreements of a Borrower and its Subsidiaries, taken as a whole; (b) material
impairment of the ability of the Borrowers to fully and timely perform any of
their obligations under any Transaction Document; or (c) a material impairment
of the rights of or benefits or remedies available to the Lender under any
Transaction Document.  Material Indebtedness
shall mean any Indebtedness of Holdings or any of its Subsidiaries in an
aggregate outstanding principal amount exceeding $1 million.  For purposes of determining Material
Indebtedness, the principal amount in respect of any Hedging Obligations of
any Borrower at  11


any time shall be the
maximum aggregate amount (giving effect to any netting agreements) that such Borrower
would be required to pay if the related Hedging Agreement were terminated at
such time.  Maximum Rate
shall have the meaning assigned to such term in Section 9.14.  Monthly Payment
shall have the meaning assigned to such term in Section 2.04.  Net Cash Proceeds
shall mean:  (a)with respect to any Asset
Sale, (1) the cash proceeds received by Holdings or any of its
Subsidiaries (including cash proceeds subsequently received (as and when
received by Holdings or any of its Subsidiaries) in respect of non-cash
consideration initially received) net of (i) selling expenses (including
reasonable brokers fees or commissions, legal, accounting and other
professional and transactional fees, transfer and similar taxes and Holdings
good faith estimate of income taxes actually paid or payable in connection with
such sale); (ii) amounts provided as a reserve, in accordance with GAAP,
against (x) any liabilities under any indemnification obligations
associated with such Asset Sale or (y) any other liabilities retained by
Holdings or any of its Subsidiaries associated with the properties sold in such
Asset Sale (provided that, to the extent and at the
time any such amounts are released from such reserve, such amounts shall
constitute Net Cash Proceeds); (iii) Holdings good faith estimate of
payments required to be made with respect to unassumed liabilities relating to
the properties sold within 90 days of such Asset Sale (provided that, to the extent such cash proceeds are not used
to make payments in respect of such unassumed liabilities within 90 days
of such Asset Sale, such cash proceeds shall constitute Net Cash Proceeds); and
(iv) the principal amount, premium or penalty, if any, interest and other
amounts on any Indebtedness for borrowed money which is secured by a Lien on
the properties sold in such Asset Sale (so long as such Lien was permitted to
encumber such properties under the Transaction Documents at the time of such
sale) and which is repaid with such proceeds (other than any such Indebtedness
assumed by the purchaser of such properties); plus (2) the amount of any
non-cash consideration received (including, without limitation, the amount of
any indebtedness or other obligations forgiven, terminated or set off against
in connection with such Asset Sale);  (b)with respect to any Equity
Issuance, any Preferred Stock Issuance or any other issuance or sale of Equity
Interests by Holdings or (in case of a Subsidiarys breach of the negative
covenants in Section 6.13(b) hereof) any of its Subsidiaries, (1) the
cash proceeds thereof, net of customary fees, commissions, costs and other
expenses incurred in connection therewith; plus (2) the amount of any
non-cash consideration received (including, without limitation, the amount of
any indebtedness or other obligations forgiven, terminated or set off against
in connection with such Equity Issuance, Preferred Stock Issuance or other
issuance or sale of Equity Interests); and  (c)with respect to any Debt
Issuance, the cash proceeds thereof, net of customary fees, commissions, costs
and other expenses incurred in connection therewith.  Obligations
shall mean obligations of Borrowers from time to time arising under or in
respect of the due and punctual payment of (i) the principal of and interest
(including interest accruing during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding) on the Loans, when and as due, whether at
maturity, by acceleration, upon one or more dates set for prepayment or
otherwise and (ii) all other monetary obligations, including fees, costs,
expenses and indemnities, whether primary, secondary, direct, contingent,  12


fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding), of Borrowers under this Agreement and
the other Transaction Documents.  OFAC shall
have the meaning assigned to such term in Section 3.20.  Organizational Documents
shall mean, with respect to any person, (i) in the case of any corporation,
the certificate of incorporation and by-laws (or similar documents) of such
person, (ii) in the case of any limited liability company, the certificate
of formation and operating agreement (or similar documents) of such person, (iii) in
the case of any limited partnership, the certificate of formation and limited
partnership agreement (or similar documents) of such person, (iv) in the
case of any general partnership, the partnership agreement (or similar
document) of such person and (v) in any other case, the functional
equivalent of the foregoing.  Other Taxes
shall mean all present or future stamp or documentary taxes or any other excise
or property taxes, charges or similar levies arising from any payment made hereunder
or under any other Transaction Document or from the execution, delivery or
enforcement of, or otherwise with respect to, this Agreement or any other
Transaction Document.  Participant
shall have the meaning assigned to such term in Section 9.04(d).  Patriot Act
shall have the meaning assigned to such term in Section 4.01(i).  Payment Date
shall mean with respect to each Loan, the last day of each calendar month; or,
if such day is not a Business Day, the immediately preceding Business Day.  Permitted Liens
shall have the meaning assigned to such term in Section 6.02.  Permitted Tax
Distributions shall mean payments, dividends or distributions by
any other Borrower to Holdings in order to pay consolidated or combined federal,
state or local taxes not payable directly by such Borrower or any of its
Subsidiaries which payments by such Borrower are not in excess of the tax
liabilities that would have been payable by such Borrower and its Subsidiaries
on a stand-alone basis.  Permitted Residual
Financing shall mean a Debt Issuance (i) the repayment of
which is secured by the Residual Interests of Holdings or any of its
Subsidiaries and (ii) the Net Cash Proceeds of which are sufficient to
pay, and are applied to pay, in full of all principal and accrued interest with
respect to the Tranche B Loan.  person shall
mean any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity.  Preferred Stock
shall mean, with respect to any person, any and all preferred or preference
Equity Interests (however designated) of such person whether now outstanding or
issued after the Closing Date.  Preferred Stock Issuance
shall mean the issuance or sale by Holdings or any of its Subsidiaries of any
Preferred Stock after the Closing Date.  13


Pro Forma Basis
shall mean on a basis in accordance with GAAP and Regulation S-X and otherwise
reasonably satisfactory to the Lender.  property shall
mean any right, title or interest in or to property or assets of any kind
whatsoever, whether real, personal or mixed and whether tangible or intangible
and including Equity Interests or other ownership interests of any person and
whether now in existence or owned or hereafter entered into or acquired,
including all Real Property.  Purchase Money Obligation
shall mean, for any person, the obligations of such person in respect of
Indebtedness (including Capital Lease Obligations) incurred for the purpose of
financing all or any part of the purchase price of any property (including
Equity Interests of any person) or the cost of installation, construction or
improvement of any property and any refinancing thereof; provided,however, that (i) such Indebtedness is incurred within
one year after such acquisition, installation, construction or improvement of
such property by such person and (ii) the amount of such Indebtedness does
not exceed 100% of the cost of such acquisition, installation, construction or
improvement, as the case may be.  Qualified Capital Stock
of any person shall mean any Equity Interests of such person that are not Disqualified
Capital Stock.  Real Property
shall mean, collectively, all right, title and interest (including any leasehold,
mineral or other estate) in and to any and all parcels of or interests in real
property owned, leased or operated by any person, whether by lease, license or
other means, together with, in each case, all easements, hereditaments and
appurtenances relating thereto, all improvements and appurtenant fixtures and
equipment, all general intangibles and contract rights and other property and
rights incidental to the ownership, lease or operation thereof.  Regulation D shall
mean Regulation D of the Board as from time to time in effect and all official
rulings and interpretations thereunder or thereof.  Regulation S-X
shall mean Regulation S-X promulgated under the Securities Act.  Related Party
shall mean, with respect to any person, such persons Affiliates and the
partners, directors, officers, employees, agents and advisors of such person
and of such persons Affiliates.  Repurchase Obligation  has the meaning assigned to such term in Section 6.11(b).  Requirements of Law
shall mean, collectively, any and all requirements of any Governmental
Authority including any and all laws, judgments, orders, decrees, ordinances,
rules, regulations, statutes or case law.  Residual Interests
shall mean the right, title and interest in a subordinated tranche of
securities issued in a securitization transaction (including, without
limitation, any payments received in connection with such securities) and/or
the ownership interest in the issuer of such securities.  Responsible Officer
of any person shall mean any executive officer or Financial Officer of such
person and any other officer or similar official thereof with responsibility
for the administration of the obligations of such person in respect of this
Agreement.  14


Re-Warehousing Business
shall mean a new mortgage loan re-warehousing business described to the Lender
by Holdings which shall include the formation of the Re-Warehousing SPV and the
Re-Warehousing Originator and the entry into of one or more new credit
facilities by such Subsidiary that shall provide financing for such business.  Re-Warehousing
Indebtedness has the meaning assigned to such term in Section 6.01(i).  Re-Warehousing SPV
has the meaning assigned to such term in Section 6.01(i).  Re-Warehousing Originator
has the meaning assigned to such term in Section 6.01(j).  Re-Warehousing Reserve
Account has the meaning assigned to such term in Section 6.02(o).  Re-Warehousing Reserve
Account Investment has the meaning assigned to such term in Section 6.04(f).  Sale and Leaseback
Transaction has the meaning assigned to such term in Section 6.03.  Sarbanes-Oxley Act
shall mean the United States Sarbanes-Oxley Act of 2002, as amended, and all rules and
regulations promulgated thereunder.  Securities Act
shall mean the Securities Act of 1933, as amended, and all rules and
regulations promulgated thereunder.  Settlement Agreement
shall have the meaning assigned to such term in the second recital hereto.  Shareholders Equity
shall mean, as at any date of determination, Consolidated Assets, as at such
date of determination, minus Consolidated Liabilities,as
at such date of determination.  Solvency/Financial
Covenant Compliance Certificate shall mean a certificate of a
Financial Officer substantially in the form of Exhibit B.  Statutory Reserves
shall mean for any Interest Period for any Eurodollar Borrowing, the average
maximum rate at which reserves (including any marginal, supplemental or emergency
reserves) are required to be maintained during such Interest Period under
Regulation D by member banks of the United States Federal Reserve System in New
York City with deposits exceeding one billion dollars against Eurocurrency
liabilities (as such term is used in Regulation D).  Eurodollar Borrowings shall be deemed to
constitute Eurodollar liabilities and to be subject to such reserve requirements
without benefit of or credit for proration, exceptions or offsets which may be
available from time to time to the Lender under Regulation D.  Subsidiary
shall mean, with respect to any person (the parent)
at any date, (i) any person the accounts of which would be consolidated
with those of the parent in the parents consolidated financial statements if
such financial statements were prepared in accordance with GAAP as of such
date, (ii) any other corporation, limited liability company, association
or other business entity of which securi-  15


ties or other ownership
interests representing more than 50% of the voting power of all Equity
Interests entitled (without regard to the occurrence of any contingency) to
vote in the election of the Board of Directors thereof are, as of such date,
owned, controlled or held by the parent and/or one or more subsidiaries of the
parent, (iii) any partnership (a) the sole general partner or the
managing general partner of which is the parent and/or one or more subsidiaries
of the parent or (b) the only general partners of which are the parent
and/or one or more subsidiaries of the parent and (iv) any other person
that is otherwise Controlled by the parent and/or one or more subsidiaries of
the parent.  Unless the context requires
otherwise, Subsidiary refers to a Subsidiary of Borrower.  Tax Return
shall mean all returns, statements, filings, attachments and other documents or
certifications required to be filed in respect of Taxes.  Taxes shall
mean all present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable thereto.  Term Notes
shall mean the promissory notes evidencing the Loans, substantially in the form
of Exhibit C-1 or Exhibit C-2.  Tranche A Lender
shall mean UBS RESI or another Lender with an outstanding Tranche A Loan.  Tranche A Loan
shall mean the term loans made by the Lender to Borrowers pursuant to Section 2.01(a)(i).  Tranche A Maturity
Date shall mean the day that is eighteen (18) months after the
Closing Date or, if such date is not a Business Day, the immediately preceding
Business Day.  Tranche B Lender
shall mean UBS RESI or another Lender with an outstanding Tranche B Loan.  Tranche B Loan
shall mean the term loans made by the Lender to Borrowers pursuant to Section 2.01(a)(ii).  Tranche B Maturity
Date shall mean the day that is six (6) months after the
Closing Date or, if such date is not a Business Day, the immediately preceding
Business Day.  Transaction Documents
shall mean this Agreement, the Term Notes and the Settlement Agreement.  Transactions
shall mean, collectively, the transactions to occur on or prior to the Closing
Date pursuant to the Transaction Documents, including the making of all
payments, and the taking of all actions, required under the Settlement
Agreement on or prior to the Closing Date.  Treasury Services
Agreement shall mean any agreement relating to treasury, depositary
and cash management services or automated clearinghouse transfer of funds.  Trust Preferred Securities
shall mean the trust preferred securities of Impac Capital Trust #4 which are
outstanding on the Closing Date.  16


Type, when
used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined
by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.  UBS RESI shall
have the meaning assigned to such term in the preamble hereto.  UCC shall mean
the Uniform Commercial Code as in effect from time to time (except as otherwise
specified) in any applicable state or jurisdiction.  United States
shall mean the United States of America.  VA shall mean
the United States Department of Veterans Affairs or any successor thereto.  VA Loan Guaranty Agreement
shall mean the obligation of the United States to pay a specific percentage of
a mortgage loan (subject to a maximum amount) upon default of the mortgagor
pursuant to the Servicemens Readjustment Act, as amended.  Voting Stock
shall mean, with respect to any person, any class or classes of Equity Interests
pursuant to which the holders thereof have the general voting power under
ordinary circumstances to elect at least a majority of the Board of Directors
of such person.  Wholly Owned Subsidiary
shall mean, as to any person, (a) any corporation 100% of whose capital
stock (other than directors qualifying shares) is at the time owned by such
person and/or one or more Wholly Owned Subsidiaries of such person and (b) any
partnership, association, joint venture, limited liability company or other
entity in which such person and/or one or more Wholly Owned Subsidiaries of
such person have a 100% equity interest at such time.  SECTION 1.02      Classification
of Loans and Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g., a Tranche A
Loan) or by Type (e.g., a Eurodollar
Loan).  SECTION 1.03      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 Transaction Document, 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, (e) any reference to any
law or regulation herein shall refer to such law or regulation as amended, modified
or supplemented from time to time and (f) the words asset and property
shall be construed to have the same meaning and effect and to refer to any and
all tangible and intangible assets and properties, including cash, securities,
accounts and contract rights  17


SECTION 1.04      Accounting
Terms; GAAP.  Except as
otherwise expressly provided herein, all financial statements to be delivered
pursuant to this Agreement shall be prepared in accordance with GAAP as in
effect from time to time and all terms of an accounting or financial nature
shall be construed and interpreted in accordance with GAAP, as in effect on the
date hereof unless otherwise agreed to by Borrowers and the Lender.  SECTION 1.05      Resolution
of Drafting Ambiguities.  Each Borrower acknowledges and agrees that it
was represented by counsel in connection with the execution and delivery of the
Transaction Documents to which it is a party, that it and its counsel reviewed
and participated in the preparation and negotiation hereof and thereof and that
any rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation hereof
or thereof.  ARTICLE
II  THE
LOANS  SECTION 2.01      Loans.  (a)(i) Without any further
action, the Tranche A Lender shall be deemed to have advanced Tranche A
Loans, in an aggregate principal amount equal to $23,850,000, to Borrowers on
the Closing Date.  (ii)Without any
further action, the Tranche B Lender shall be deemed to have advanced
Tranche B Loans, in an aggregate principal amount equal to $10,000,000, to
Borrowers on the Closing Date.  (b)Amounts paid or prepaid in
respect of Loans may not be reborrowed.  (c)Each Loan shall be a
Eurodollar Loan unless, pursuant to Section 2.06, the Lender
notifies Borrowers that the Loans shall be converted to ABR Loans, in which
case the Loans shall be converted to ABR Loans as of the date designated for
such conversion by the Lender.  (d)The initial Interest Period
for the Loans shall commence on the Closing Date and end on (and include) the
day preceding the next Payment Date. 
Each subsequent Interest Period for the Loans shall commence on (and
include) the current or most recent Payment Date and end on (and include) the
day preceding the next Payment Date.  SECTION 2.02      Evidence of Debt; Repayment of Loans.  (a)Promise to Pay.  Borrowers hereby unconditionally promise to
pay, on a joint and several basis, to the Lender, the principal amount of each
Loan of the Lender as provided in Section 2.04.  Borrowers hereby promise to pay, on a joint
and several basis, to the Lender all other amounts payable by the Borrowers, or
any single Borrower, hereunder.  (b)Lender Records.  The Lender shall maintain accounts in which
it will record (i) the amount of each Loan made, or deemed made, hereunder,
and the Type and Class thereof; (ii) the amount of any principal or
interest due and payable or to become due and payable from Borrowers to the
Lender hereunder; and (iii) the amount of any sum received by the Lender
hereunder .  The entries made in the
accounts maintained pursuant to this paragraph shall be prima facie evidence of the existence and amounts of the
obligations therein recorded; provided that
the failure of the Lender to maintain such ac-  18


counts or any error therein shall not in any
manner affect the obligations of Borrowers to repay the Loans in accordance
with their terms.  (c)Promissory
Notes.  On the Closing Date, Borrowers
shall execute and deliver to (i) each Tranche A Lender a promissory note
payable to the order of such Tranche A Lender (or, if requested by such Tranche
A Lender, to such Tranche A Lender and its registered assigns) substantially in
the form of Exhibit C-1 and (ii) each Tranche B Lender a
promissory note payable to the order of such Tranche B Lender (or, if requested
by such Tranche B Lender, to such Tranche B Lender and its registered assigns)
substantially in the form of Exhibit C-2.  The Loans evidenced by such promissory notes
and interest thereon shall at all times (including after assignment pursuant to
Section 9.04) be represented by one or more promissory notes in
such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).  SECTION 2.03      Interest on Loans.  (a)ABR Loans.  Subject to the provisions of Section 2.03(c),
the Loans comprising each ABR Borrowing, if any, shall bear interest at a rate
per annum equal to the Alternate Base Rate in effect from time to time.  (b)Eurodollar
Loans.  Subject to the provisions of Section 2.03(c),
the Loans comprising each Eurodollar Borrowing shall bear interest at a rate
per annum equal to the Adjusted LIBOR Rate for the Interest Period in effect
for such Borrowing.  (c)Default Rate.  Notwithstanding the foregoing, if any
principal of or interest on any Loan or any fee or other amount payable by any
Borrower hereunder is not paid when due, whether at stated maturity, upon
acceleration or otherwise, such overdue amount shall, to the extent permitted
by applicable law, bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of amounts constituting principal of or
interest on any Loan, 4% plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of
this Section 2.03 or (ii) in the case of any other amount, 4% plus the rate applicable to Loans as provided in Section 2.03(b) (in
either case, the Default Rate).  (d)Interest
Payment Dates.  Accrued
interest on each Loan shall be payable in arrears on each Payment Date for such
Loan; provided that (i)  in the
event of any repayment or prepayment of any Loan, accrued interest on the
principal amount repaid or prepaid shall be payable on the date of such repayment
or prepayment and (ii) in the event of any conversion of any Eurodollar
Loan prior to the end of the current Interest Period therefor, accrued interest
on such Loan shall be payable on the effective date of such conversion.  Each Monthly Payment received by the Lender
shall be applied first to the payment of accrued interest on the Tranche A Loan
and the Tranche B Loan, on a pro rata basis, and the remainder of such Monthly
Payment shall be applied to the payment of principal on the Tranche A Loan.  (e)Interest
Calculation.  All
interest hereunder shall be computed on the basis of a year of 360 days,
except that interest computed by reference to the Alternate Base Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap
year), and in each case shall be payable for the actual number of days elapsed
(including the first day but excluding the last day).  The applicable Alternate Base Rate or
Adjusted LIBOR Rate shall be determined by the Lender in accordance with the
provisions of this Agreement and such determination shall be conclusive absent
manifest error.  SECTION 2.04      Amortization
of Term Borrowings. 
Borrowers agree to pay to the 
Lender, on each Payment Date an amount equal to $1,500,000 (the Monthly Payment). 
Each Monthly  19


Payment received by the
Lender shall be applied first to the payment of accrued interest on the Tranche
A Loan and the Tranche B Loan, on a pro rata basis, and the remainder of such
Monthly Payment shall be applied to the payment of principal on the Tranche A
Loan.  To the extent not previously paid,
the entire principal balance of the Tranche A Loan (together with all
accrued interest thereon) shall be due and payable on the Tranche A
Maturity Date and the Borrowers agree to pay such amount on the Tranche A
Maturity Date. The entire principal balance of the Tranche B Loan
(together with all accrued interest thereon) shall be due and payable on the
Tranche B Maturity Date and the Borrowers agree to pay such amount on the
Tranche B Maturity Date.  SECTION 2.05      Optional and Mandatory Prepayments of
Loans.  (a)Optional
Prepayments.  (i) 
Borrowers shall have the right at any time and from time to time to prepay any
Borrowing, in whole or in part, subject to the requirements of this Section 2.05;
provided that each partial prepayment
shall be in an amount that is an integral multiple of $250,000 and not less
than $1.0 million or, if less, the outstanding principal amount of such
Borrowing.  (ii)  Notwithstanding
any other provision hereof, if the Borrowers elect to repay to the Lender the
entire outstanding principal balance of the Tranche A Loan and the
Tranche B Loan (together with all accrued interest thereon and any other
amounts payable by the Borrowers hereunder) on or before December 31,
2009, then the Borrowers may pay the Lender, on or before December 31,
2009, an amount equal to the entire outstanding principal balance of the
Tranche A Loan and the Tranche B Loan (together with all accrued
interest thereon and any other amounts payable by the Borrowers hereunder) minus
$5,000,000.  (b)Asset Sales.  Unless otherwise agreed in writing by the
Lender, not later than one Business Day following the receipt of any Net Cash
Proceeds of any Asset Sale by Holdings or any of its Subsidiaries, Borrowers
shall make prepayments of principal of Loans in accordance with Sections 2.05(e) and
(f) in an aggregate amount equal to 100% of such Net Cash Proceeds
or, if less, the outstanding amount of the Obligations.  (c)Debt Issuance;
Preferred Stock Issuance; Permitted Residual Financing.  Not later than one Business Day following the
receipt of any Net Cash Proceeds of any Debt Issuance (excluding, for purposes
of clarification, any Permitted Residual Financing and any Re-Warehousing
Indebtedness) or Preferred Stock Issuance by Holdings or any of its
Subsidiaries, Borrowers shall make prepayments of principal of Loans in
accordance with Sections 2.05(e) and (f) in an
aggregate amount equal to 100% of such Net Cash Proceeds (it being understood
and agreed that payment of Net Cash Proceeds of any Debt Issuance shall not
limit any remedies available to the Lender with respect to any breach of Section 6.01)
or, if less, the outstanding amount of the Obligations. Not later than one Business Day
following the receipt of any Net Cash Proceeds of any Permitted Residual
Financing by Holdings or any of its Subsidiaries, Borrowers shall prepay the
entire outstanding principal of the Tranche B Loan, and all accrued interest
related thereto.  (d)Equity Issuance.  Until all outstanding principal of the
Tranche B Loan, and all accrued interest related thereto, has been paid in
full, not later than one Business Day following the receipt of any Net Cash
Proceeds of any Equity Issuance, Borrowers shall make prepayments of principal
of the Tranche B Loan in accordance with Sections 2.05(e) and (f) in
an aggregate amount equal to 100% of such Net Cash Proceeds or, if less, the
outstanding principal of the Tranche B Loan. 
At any time after the occurrence, and during the continuance, of an
Event of Default, not later than one Business Day following the receipt of any
Net Cash Proceeds of any Equity Issuance, Borrowers shall make prepayments of
prin-  20


cipal of Loans in accordance with Sections 2.05(e) and
(f) in an aggregate amount equal to 100% of such Net Cash Proceeds
or, if less, the outstanding amount of the Obligations.  (e)Application of
Prepayments.  Subject to
the last sentence of Section 2.05(c) and the first sentence of Section 2.05(d),
in the event of any optional or mandatory prepayment of Loans made at a time
when Loans of more than one Class remain outstanding, the aggregate amount
of such prepayment shall be allocated first to the Tranche A Loans and
second to the Tranche B Loans.  Any
prepayments of Loans pursuant to this Section 2.05 shall not change
the Borrowers obligation to pay the Monthly Amount on each Payment Date other
than that no Monthly Amounts need to be paid after the entire principal amount
of the Tranche A Loan and all interest on the Tranche A Loan has been paid and
no Monthly Amount need be in excess of the amount needed to pay the entire
principal amount of the Tranche A Loan and all interest on the Tranche A Loan
and, if applicable, the Tranche B Loan; provided, that,
if the Tranche B Loan remains outstanding after the entire principal amount of
the Tranche A Loan and all interest on the Tranche A Loan has been paid, the
Borrowers shall pay a Monthly Amount on each Payment Date equal to the accrued
interest on the Tranche B Loan.  Amounts to be applied pursuant to this Section 2.05 to the
prepayment of Loans shall be applied, as applicable, first to reduce
outstanding ABR Loans, if any, of the applicable Class of Loans being
paid.  Any amounts remaining after each
such application, if any, shall be applied to prepay Eurodollar Loans of the
applicable Class of Loans being paid. 
Notwithstanding the foregoing, if the amount of any prepayment of Loans
required under this Section 2.05 shall be in excess of the amount
of the applicable ABR Loans at the time outstanding (an Excess
Amount), only the portion of the amount of such prepayment as is
equal to the amount of such outstanding ABR Loans shall be immediately prepaid
and, at the election of Borrowers, the Excess Amount shall be either (A) deposited
in an escrow account on terms satisfactory to the Lender and applied to the
prepayment of applicable Eurodollar Loans on the last day of the then
next-expiring Interest Period for such Eurodollar Loans; provided
that (i) interest in respect of such Excess Amount shall continue to
accrue thereon at the rate provided hereunder for the Loans which such Excess
Amount is intended to repay until such Excess Amount shall have been used in
full to repay such Loans and (ii) at any time while a Default has occurred
and is continuing, the Lender may apply any or all proceeds then on deposit to
the payment of such Loans in an amount equal to such Excess Amount or (B) prepaid
immediately.  (f)Notice of
Prepayment.  Borrowers
shall notify the Lender by written notice of any prepayment hereunder (i) in
the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m.,
New York City time, three Business Days before the date of prepayment and (ii) in
the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New
York City time, one Business Day before the date of prepayment.  Each such notice shall be irrevocable.  Each such notice shall specify the prepayment
date, the principal amount of each Borrowing or portion thereof to be prepaid
and, in the case of a mandatory prepayment, a reasonably detailed calculation
of the amount of such prepayment.  Each
prepayment of a Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing and otherwise in accordance with this Section 2.05.  Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.03.  SECTION 2.06      Alternate
Rate of Interest.  If, prior
to the commencement of any Interest Period for a Eurodollar Borrowing, the
Lender determines (which determination shall be final and conclusive absent
manifest error) that adequate and reasonable means do not exist for
ascertaining the Adjusted LIBOR Rate for such Interest Period, then the Lender
shall give written notice thereof to Borrowers as promptly as practicable
thereafter and, until the Lender notifies Borrowers that the circums-  21


tances giving rise to such
notice no longer exist, each Eurodollar Borrowing shall be converted to an ABR
Borrowing.  SECTION 2.07      Yield Protection.  (a)Increased Costs
Generally. If any Change in Law shall:  (i)impose, modify
or deem applicable any reserve, special deposit, compulsory loan, insurance
charge or similar requirement against assets of, deposits with or for the
account of, or credit extended or participated in, by the Lender (except any
reserve requirement reflected in the Adjusted LIBOR Rate);  (ii)subject the
Lender to any tax of any kind whatsoever with respect to this Agreement or any
Eurodollar Loan made by it, or change the basis of taxation of payments to the
Lender in respect thereof (except for Indemnified Taxes or Other Taxes covered
by Section 2.10 and the imposition of, or any change in the rate
of, any Excluded Tax payable by the Lender); or  (iii)impose on the
Lender or the London interbank market any other condition, cost or expense
affecting this Agreement or Eurodollar Loans made by the Lender;  and the result of any of the foregoing shall
be to increase the cost to the Lender of making or maintaining any Eurodollar
Loan (or of maintaining its obligation to make any such Loan) or to reduce the
amount of any sum received or receivable by the Lender hereunder (whether of
principal, interest or any other amount), then, upon request of the Lender,
Borrowers will pay to the Lender, as the case may be, such additional amount or
amounts as will compensate the Lender, as the case may be, for such additional
costs incurred or reduction suffered.  (b)Capital
Requirements.  If the
Lender determines (in good faith, but in its sole absolute discretion) that any
Change in Law affecting the Lender or any lending office of the Lender or the
Lenders holding company, if any, regarding capital requirements has or would
have the effect of reducing the rate of return on the Lenders capital or on
the capital of the Lenders holding company, if any, as a consequence of this
Agreement or the Loans made by the Lender, to a level below that which the Lender
or the Lenders holding company could have achieved but for such Change in Law
(taking into consideration the Lenders policies and the policies of the Lenders
holding company with respect to capital adequacy), then from time to time
Borrowers will pay to the Lender such additional amount or amounts as will
compensate the Lender or the Lenders holding company for any such reduction suffered.  (c)Certificates
for Reimbursement.  A
certificate of a Lender setting forth the amount or amounts necessary to
compensate the Lender or its holding company, as the case may be, as specified
in paragraph (a) or (b) of this Section 2.07
and delivered to Borrowers shall be conclusive absent manifest error.  Borrowers shall pay the Lender, as the case
may be, the amount shown as due on any such certificate within 10 days
after receipt thereof.  (d)Delay in
Requests.  Failure or
delay on the part of the Lender to demand compensation pursuant to this Section 2.07
shall not constitute a waiver of the Lenders right to demand such
compensation; provided that Borrowers shall not
be required to compensate a Lender pursuant to this Section for any
increased costs incurred or reductions suffered more than three (3) months
prior to the date that the Lender, as the case may be, notifies Borrowers of
the Change in Law giving rise to such increased costs or reductions and of the
Lenders intention to claim compensation therefor (except that, if the  22


Change in Law giving rise to such increased
costs or reductions is retroactive, then the four-month period referred to
above shall be extended to include the period of retroactive effect thereof).  SECTION 2.08      [Reserved.].  SECTION 2.09      Payments Generally.  (a)Payments
Generally.  Borrowers
shall make each payment required to be made by it hereunder or under any other
Transaction Document (whether of principal, interest or amounts otherwise
payable) on or before the time expressly required hereunder or under such other
Transaction Document for such payment (or, if no such time is expressly
required, prior to 2:00 p.m., New York City time), on the date when due,
in immediately available funds, without setoff, deduction or counterclaim.  Any amounts received after such time on any
date may, in the discretion of the Lender, be deemed to have been received on
the next succeeding Business Day for purposes of calculating interest
thereon.  All such payments shall be made
to the Lender at its offices at  677
Washington Boulevard, Stamford, CT 06901, and except that payments pursuant to Sections 2.07,
2.08, 2.10 and 9.03 shall be made directly to the persons
entitled thereto and payments pursuant to other Transaction Documents shall be
made to the persons specified therein. 
The Lender shall distribute any such payments received by it for the
account of any other person to the appropriate recipient promptly following
receipt thereof.  If any payment under
any Transaction Document shall be due on a day that is not a Business Day,
unless specified otherwise, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such extension.  All payments under each Transaction Document
shall be made in dollars, except as expressly specified otherwise.  (b)[Reserved].  (c)Insufficient
Funds.  If at any time insufficient
funds are received by and available to the Lender to pay fully all amounts of
principal, interest and fees then due hereunder, such funds shall be applied (i) first, toward payment of interest then due hereunder, and (ii) second, toward payment of principal then due hereunder.  It is understood that the foregoing does not
apply to any adequate protection payments under any federal, state or foreign
bankruptcy, insolvency, receivership or similar proceeding, and that the Lender
may, subject to any applicable federal, state or foreign bankruptcy,
insolvency, receivership or similar orders, distribute any adequate protection
payments it receives in its sole discretion (i.e., whether to pay the
earliest accrued interest, all accrued interest on a pro rata basis or otherwise).  SECTION 2.10      Taxes.  (a)Payments Free
of Taxes.  Any and all
payments by or on account of any obligation of the Borrowers hereunder or under
any other Transaction Document shall be made free and clear of and without
reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Borrowers shall be required by
applicable Requirements of Law to deduct any Indemnified Taxes (including any
Other Taxes) from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the Lender
receives an amount equal to the sum it would have received had no such deductions
been made, (ii) the applicable Borrower shall make such deductions and (iii) the
applicable Borrower shall timely pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable Requirements of Law.  23


(b)Payment of
Other Taxes by Borrowers. 
Without limiting the provisions of paragraph (a) above, Borrowers
shall timely pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable Requirements of Law.  (c)Indemnification
by Borrowers.  Borrowers
shall indemnify the Lender, within 10 days after demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or
Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) paid by the Lender and any penalties, interest and reasonable
expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority. 
A certificate as to the amount of such payment or liability delivered to
Borrowers by the Lender shall be conclusive absent manifest error.  (d)Evidence of
Payments.  As soon as
practicable after any payment of Indemnified Taxes or Other Taxes by Borrowers
to a Governmental Authority, Borrowers shall deliver to the Lender the original
or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to the Lender.  (e)Status of
Lender.  Any Foreign Lender shall, to
the extent it may lawfully do so, 
deliver to Borrowers (in such number of copies as shall be requested) on
or prior to the date on which such Foreign Lender becomes the Lender under this
Agreement (and from time to time thereafter upon the request of Borrowers, but
only if such Foreign Lender is legally entitled to do so), whichever of the
following is applicable:  (i)duly completed
copies of Internal Revenue Service Form W-8BEN claiming eligibility for
benefits of an income tax treaty to which the United States of America is a
party,  (ii)duly completed
copies of Internal Revenue Service Form W-8ECI,  (iii)in the case of
a Foreign Lender claiming the benefits of the exemption for portfolio interest
under Section 881(c) of the Code, (x) a certificate to the
effect that such Foreign Lender is not (A) a bank within the meaning of Section 881(c)(3)(A) of
the Code, (B) a 10 percent shareholder of any Borrower within the
meaning of Section 881(c)(3)(B) of the Code, or (C) a controlled
foreign corporation described in Section 881(c)(3)(C) of the Code
and (y) duly completed copies of 
Internal Revenue Service Form W-8BEN, or  (iv)any other form
prescribed by applicable Requirements of Law as a basis for claiming exemption
from or a reduction in United States Federal withholding tax duly completed
together with such supplementary documentation as may be prescribed by
applicable Requirements of Law to permit Borrowers to determine the withholding
or deduction required to be made.  (f)Treatment of
Certain Refunds.  If the
Lender determines, in its sole discretion, that it has received a refund of any
Indemnified Taxes or Other Taxes as to which it has been indemnified by a
Borrowers or with respect to which such Borrower has paid additional amounts
pursuant to this Section, it shall pay to such Borrower an amount equal to such
refund (but only to the extent of indemnity payments made, or additional
amounts paid, by such Borrower under this Section with respect to the Indemnified
Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Lender, as the case may be, and without interest (other than
any interest paid by the relevant Governmen-  24


tal Authority with respect to such refund); provided that such Borrower, upon the request of the Lender,
agrees to repay the amount paid over to such Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to
the Lender in the event the Lender is required to repay such refund to such
Governmental Authority.  This paragraph
shall not be construed to require the Lender to make available its tax returns
(or any other information relating to its taxes that it deems confidential) to
any Borrower or any other person. 
Notwithstanding anything to the contrary, in no event will the Lender be
required to pay any amount to any Borrower the payment of which would place the
Lender in a less favorable net after-tax position than the Lender would have
been in if the additional amounts giving rise to such refund of any Indemnified
Taxes or Other Taxes had never been paid.  ARTICLE
III  REPRESENTATIONS
AND WARRANTIES  Each Borrower represents and warrants to the Lender
(with references to the Companies being references thereto after giving effect
to the Transactions unless otherwise expressly stated) that:  SECTION 3.01      Organization; Powers.  Each Company (a) is duly organized and
validly existing under the laws of the jurisdiction of its organization, (b) has
all requisite power and authority to carry on its business as now conducted and
to own and lease its property and (c) is qualified and in good standing
(to the extent such concept is applicable in the applicable jurisdiction) to do
business in every jurisdiction where such qualification is required, except in
such jurisdictions where the failure to so qualify or be in good standing,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect.  There is no
existing default under any Organizational Document of any Company or any event
which, with the giving of notice or passage of time or both, would constitute a
default by any party thereunder.  SECTION 3.02      Authorization;
Enforceability.  The Transactions
to be entered into by each Borrower are within such Borrowers powers and have
been duly authorized by all necessary action on the part of such Borrower.  This Agreement has been duly executed and
delivered by each Borrower and constitutes, and each other Transaction Document
to which any Borrower is to be a party, when executed and delivered by such
Borrower, will constitute, a legal, valid and binding obligation of such Borrower,
enforceable in accordance with its terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors
rights generally and subject to general principles of equity, regardless of
whether considered in a proceeding in equity or at law.  SECTION 3.03      No
Conflicts.  The
Transactions (a) do not require any consent or approval of, registration
or filing with, or any other action by, any Governmental Authority, except (i) such
as have been obtained or made and are in full force and effect, (ii) filings
necessary to perfect Liens created by the Transaction Documents and (iii) consents,
approvals, registrations, filings, permits or actions the failure to obtain or
perform which could not reasonably be expected to result in a Material Adverse
Effect, (b) will not violate the Organizational Documents of any Company, (c) will
not violate any Requirement of Law, (d) will not violate or result in a
default or require any consent or approval under any indenture, agreement or
other instrument binding upon any Company or its property, or give rise to a
right thereunder to require any payment to be made by any Company, except for
violations, defaults or the creation of such rights that could not reasonably
be expected to result in a Material Adverse Effect,  25


and (e) will not result
in the creation or imposition of any Lien on any property of any Company,
except Liens created by the Transaction Documents and Permitted Liens.  SECTION 3.04      Financial Statements.  (a)Historical
Financial Statements.  Borrowers
have heretofore delivered to the Lender (or the Lender has otherwise obtained)
the consolidated balance sheets and related statements of income, stockholders
equity and cash flows of Holdings (i) as of and for the fiscal years ended
December 31, 2006, December 31, 2007 and December 31, 2008,
audited by and accompanied by the unqualified opinion of  independent public accountants, and (ii) as
of and for the three-month period ended March 31, 2009 and for the
comparable period of the preceding fiscal year, in each case, certified by the
chief financial officer of Holdings. 
Borrowers have heretofore delivered to the Lender the consolidated
balance sheets and related statements of income, stockholders equity and cash
flows of Holdings as of and for the six-month period ended June 30, 2009
(prepared on a Pro Forma Basis and giving effect to the transactions
contemplated under the Settlement Agreement and the Loans under this Agreement)
and for the comparable period of the preceding fiscal year, in each case,
certified by the chief financial officer of Holdings.  All financial statements described in this
Clause (a) and all financial statements delivered pursuant to Sections 5.01(a),
(b) and (c) have been prepared in accordance with GAAP
and present fairly and accurately in all material respects the financial
condition and results of operations and cash flows of Holdings as of the dates
and for the periods to which they relate.  (b)No Liabilities.  Except as set forth in the financial
statements referred to in Section 3.04(a), there are no liabilities
of any Company of any kind, whether accrued, contingent, absolute, determined,
determinable or otherwise, which could reasonably be expected to result in a
Material Adverse Effect, and there is no existing condition, situation or set
of circumstances which could reasonably be expected to result in such a
liability, other than liabilities under the Transaction Documents.  Since December 31, 2008, there has been
no event, change, circumstance or occurrence that, individually or in the aggregate,
has had or could reasonably be expected to result in a Material Adverse Effect.  SECTION 3.05      Properties.  (a)Generally.  Each Company has good title to, or valid leasehold
interests in, all its property material to its business, free and clear of all
Liens except for Permitted Liens and minor irregularities or deficiencies in
title that, individually or in the aggregate, do not interfere with its ability
to conduct its business as currently conducted or to utilize such property for
its intended purpose.  The property of
the Companies, taken as a whole, (i) is in good operating order, condition
and repair (ordinary wear and tear excepted) and (ii) constitutes all the
property which is required for the business and operations of the Companies as
presently conducted.  (b)No Casualty
Event.  No Company has received any
notice of, nor has any knowledge of, the occurrence or pendency or
contemplation of any Casualty Event affecting all or any portion of its
property.  (c)Property.  Each Company owns or has rights to use all of
the property used in, necessary for or material to each Companys business as
currently conducted.  The use by each Company
of such property and all such rights with respect to the foregoing do not infringe
on the rights of any person other than such infringement which could not,
individually or in the aggregate, reasonably be expected to result in a
Material Adverse Effect.  No claim has
been made and remains outstanding that any  26


Companys use of any property does or may
violate the rights of any third party that could, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect.  SECTION 3.06      [Reserved].  SECTION 3.07      Equity Interests and Subsidiaries.  (a)Equity
Interests.  Schedule
3.07 hereto sets forth a list of all the Subsidiaries of Holdings and their
jurisdictions of organization as of the Closing Date.  All Equity Interests of each Company are duly
and validly issued and are fully paid and non-assessable, and are owned by
Holdings, directly or indirectly through Wholly Owned Subsidiaries.  Each Company is the record and beneficial
owner of, and has good and marketable title to, the Equity Interests that it
owns, free of any and all Liens, rights or claims of other persons, and there
are no outstanding warrants, options or other rights to purchase, or
shareholder, voting trust or similar agreements outstanding with respect to, or
property that is convertible into, or that requires the issuance or sale of,
any such Equity Interests.  SECTION 3.08      Litigation;
Compliance with Laws. 
Except as otherwise publicly disclosed in Holdings filings with the
Securities and Exchange Commission, there are no actions, suits or proceedings
at law or in equity by or before any Governmental Authority now pending or, to
the knowledge of any Company, threatened against or affecting any Company or
any business, property or rights of any Company (i) that involve any
Transaction Document or any of the Transactions or (ii) as to which there
is a reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect.  No
Company or any of its property is in violation of, nor will the continued
operation of its property as currently conducted violate, any Requirements of
Law (including any zoning or building ordinance, code or approval or any
building permits) or any restrictions of record or agreements affecting any
Companys Real Property or is in default with respect to any Requirement of
Law, where such violation or default, individually or in the aggregate, could
reasonably be expected to result in a Material Adverse Effect.  SECTION 3.09      Agreements.  No Company is a party to any agreement or
instrument or subject to any corporate or other constitutional restriction that
has resulted or could reasonably be expected to result in a Material Adverse
Effect.  No Company is in default in any
manner under any provision of any indenture or other agreement or instrument
evidencing Indebtedness, or any other agreement or instrument to which it is a
party or by which it or any of its property is or may be bound, where such
default could reasonably be expected to result in a Material Adverse Effect,
and no condition exists which, with the giving of notice or the lapse of time
or both, would constitute such a default.  SECTION 3.10      [Reserved].  SECTION 3.11      [Reserved].  SECTION 3.12      [Reserved].  SECTION 3.13      Taxes.  Each Company has (a) timely filed or
caused to be timely filed all federal Tax Returns and all material state, local
and foreign Tax Returns or materials required to have been filed by it and all
such Tax Returns are true and correct in all material respects and (b) duly
and timely paid, collected or remitted or caused to be duly and timely paid,
collected or remitted all Taxes (whether or not shown on any Tax Return) due
and payable, collectible or remittable by it and all assessments received by
it, except Taxes (i) that are being contested in good faith by appropriate
proceedings  27


and for which such Company
has set aside on its books adequate reserves in accordance with GAAP and (ii) which
could not, individually or in the aggregate, have a Material Adverse Effect.  Each Company has made adequate provision in
accordance with GAAP for all Taxes not yet due and payable.  Each Company is unaware of any proposed or
pending tax assessments, deficiencies or audits that could be reasonably
expected to, individually or in the aggregate, result in a Material Adverse
Effect.  Except as could not be
reasonably expected to, individually or in the aggregate, result in a Material
Adverse Effect, no Company has ever (a) been a party to any understanding
or arrangement constituting a tax shelter within the meaning of Section 6662(d)(2)(C)(ii) of
the Code, or within the meaning of Section 6111(c) or Section 6111(d) of
the Code as in effect immediately prior to the enactment of the American Jobs
Creation Act of 2004, or (b) participated in a reportable transaction
within the meaning of Treasury Regulation Section 1.6011-4.  SECTION 3.14      No
Material Misstatements.  No information, report, financial statement,
certificate, exhibit or schedule furnished by or on behalf of any Company to
the Lender in connection with the negotiation of any Transaction Document or
the Settlement Agreement, or included therein or delivered pursuant thereto,
taken as a whole, contained or contains any material misstatement of fact or
omitted or omits to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were or are made,
not misleading as of the date such information is dated or certified; provided that to the extent any such information, report,
financial statement, exhibit or schedule was based upon or constitutes a
forecast or projection, each Company represents only that it acted in good
faith and utilized reasonable assumptions and due care in the preparation of
such information, report, financial statement, exhibit or schedule.  SECTION 3.15      [Reserved].  SECTION 3.16      Solvency.  Immediately after the consummation of the
Transactions to occur on the Closing Date and immediately following the deemed
making of each Loan and after giving effect to each payment and other action
contemplated under the Settlement Agreement, (a) the assets (determined in
accordance with GAAP) of Holdings (on a consolidated basis with its
Subsidiaries) will exceed its debts and liabilities (each determined in
accordance with GAAP), subordinated, contingent or otherwise; (b) the
present fair saleable value of the assets of Holdings (on a consolidated basis
with its Subsidiaries) will be greater than the amount that will be required to
pay the probable liability of its debts and other liabilities, subordinated,
contingent or otherwise, as such debts and other liabilities become absolute
and matured; (c) Holdings (on a consolidated basis with its Subsidiaries)
will be able to pay its debts and liabilities, subordinated, contingent or
otherwise, as such debts and liabilities become absolute and matured; and (d) Holdings
(on a consolidated basis with its Subsidiaries) will not have unreasonably
small capital with which to conduct its business in which it is engaged as such
business is now conducted and is proposed to be conducted following the Closing
Date.  SECTION 3.17      [Reserved].  SECTION 3.18      [Reserved].  SECTION 3.19      [Reserved].  SECTION 3.20      Anti-Terrorism
Law.  (a)  No Borrower and, to
the knowledge of the Borrowers, none of its Affiliates is in violation of any
Requirement of Law relating to terrorism or money laundering (Anti-Terrorism Laws), including Executive Order No. 13224
on Terrorist Financing, effective September 24, 2001 (the Executive Order), and the Uniting and Strengthening America  28


by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law
107-56.  (b)No Borrower and
to the knowledge of the Borrowers, no Affiliate or broker or other agent of any
Borrower acting or benefiting in any capacity in connection with the Loans is
any of the following:  (i)a person that
is listed in the annex to, or is otherwise subject to the provisions of, the Executive
Order;  (ii)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;  (iii)a person with
which the Lender is prohibited from dealing or otherwise engaging in any transaction
by any Anti-Terrorism Law;  (iv)a person that
commits, threatens or conspires to commit or supports terrorism as defined in
the Executive Order; or  (v)a person that
is named as a specially designated national and blocked person on the most
current list published by the U.S. Treasury Department Office of Foreign Assets
Control (OFAC) at its official website or any
replacement website or other replacement official publication of such list.  (c)No Borrower
and, to the knowledge of the Borrowers, no broker or other agent of any
Borrower acting in any capacity in connection with the Loans (i) conducts
any business or engages in making or receiving any contribution of funds, goods
or services to or for the benefit of any person described in paragraph (b) above,
(ii) deals in, or otherwise engages in any transaction relating to, any
property or interests in property blocked pursuant to the Executive Order, or (iii) 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.  ARTICLE
IV  CONDITIONS
TO EFFECTIVENESS  SECTION 4.01      Conditions
to Effectiveness.  The
effectiveness of this Agreement shall be subject to the prior or concurrent
satisfaction of each of the conditions precedent set forth in this Section 4.01.  (a)Transaction
Documents.  All legal
matters incident to this Agreement and the other Transaction Documents shall be
satisfactory to the Lender and there shall have been delivered to the Lender an
executed counterpart of each of the Transaction Documents.  (b)Corporate
Documents.  The Lender
shall have received:  (i)a certificate
of the secretary or assistant secretary of each Borrower dated the Closing
Date, certifying (A) that attached thereto is a true and complete copy of
each Organizational Document of such Borrower certified (to the extent
applicable) as of a recent date by the Secretary of State of the state of its
organization, (B) that attached thereto is a true and complete  29


copy
of resolutions duly adopted by the Board of Directors of such Borrower
authorizing the execution, delivery and performance of the Transaction
Documents to which such person is a party and the borrowings hereunder, and
that such resolutions have not been modified, rescinded or amended and are in
full force and effect and (C) as to the incumbency and specimen signature
of each officer executing any Transaction Document or any other document
delivered in connection herewith on behalf of such Borrower (together with a
certificate of another officer as to the incumbency and specimen signature of
the secretary or assistant secretary executing the certificate in this
clause (i));  (ii)a certificate
as to the good standing of each Borrower (in so-called long-form if
available) as of a recent date, from the Secretary of State (or other
applicable Governmental Authority) of the jurisdiction of formation or
incorporation of such Borrower; and  (iii)such other
documents as the Lender may reasonably request.  (c)Other
Transactions, etc.  (i)The
Transactions shall have been consummated or shall be consummated simultaneously
on the Closing Date, in each case in all material respects in accordance with
the terms hereof and the terms of the other Transaction Documents, without the
waiver or amendment of any such terms not approved by the Lender.  (d)Opinions of
Counsel.  The Lender shall have received
a favorable written opinions of external and internal counsel for the Borrowers
satisfactory to the Lender, (A) dated the Closing Date, (B) addressed
to the Lender and (C) covering such matters relating to the Transaction
Documents and the Transactions as the Lender shall reasonably request.  (e)Requirements of
Law.  The Lender shall be satisfied
that Holdings, its Subsidiaries and the Transactions shall be in full
compliance with all material Requirements of Law, including Regulations T, U
and X of the Board, and shall have received satisfactory evidence of such compliance
reasonably requested by them.  (f)Consents.  The Lender shall be satisfied that all
requisite Governmental Authorities and third parties shall have approved or
consented to the Transactions, and there shall be no governmental or judicial
action, actual or threatened, that has or would have, singly or in the
aggregate, a reasonable likelihood of restraining, preventing or imposing
burdensome conditions on the Transactions or the other transactions
contemplated hereby.  (g)Litigation.  The Lender shall be satisfied that there
shall be no litigation, public or private, or administrative proceedings,
governmental investigation or other legal or regulatory developments, actual or
threatened, that, singly or in the aggregate, could reasonably be expected to
result in a Material Adverse Effect, or could materially and adversely affect
the ability of Borrowers to fully and timely perform their respective
obligations under the Transaction Documents, or the ability of the parties to
consummate the financings contemplated hereby or the other Transactions.  (h)Payments and
Expenses.  The Lender
shall have received all amounts due and payable on or prior to the Closing
Date, including, to the extent invoiced, reimbursement or payment of all
out-of-pocket expenses (including the legal fees and expenses of Kaye
Scholer LLP, special counsel to  30


the Lender) required to be reimbursed or paid
by Borrowers hereunder or under any other Transaction Document.  (i)USA Patriot Act.  The Lender shall have received, sufficiently
in advance of the Closing Date, all documentation and other information that
may be required by the Lender in order to enable compliance with applicable know
your customer and anti-money laundering rules and regulations, including
the United States PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the Patriot Act) including the
information described in Section 9.13.  ARTICLE
V  AFFIRMATIVE
COVENANTS  Each Borrower warrants, covenants and agrees with
the Lender that so long as this Agreement shall remain in effect and until the
principal of and interest on each Loan and all other expenses or amounts
payable under any Transaction Document shall have been paid in full, unless the
Lender shall otherwise consent in writing, each Borrower will, and will cause
each of its Subsidiaries to:  SECTION 5.01      Financial
Statements, Reports, etc.Furnish to the Lender:  (a)Annual Reports.  As soon as available and in any event within
90 days (or such earlier date on which Holdings is required to file a Form 10-K
under the Exchange Act) after the end of each fiscal year, beginning with the
fiscal year ending December 31, 2009 the consolidated balance sheet of
Holdings as of the end of such fiscal year and related consolidated statements
of income, cash flows and stockholders equity for such fiscal year, in
comparative form with such financial statements as of the end of, and for, the
preceding fiscal year, and notes thereto (including a note with a consolidating
balance sheet and statements of income and cash flows separating out Holdings,
the other Borrowers and the other Subsidiaries), all prepared in accordance
with Regulation S-X and accompanied by an opinion of independent public
accountants of recognized national standing (which opinion shall not be
qualified as to scope or contain any going concern or other qualification), stating
that such financial statements fairly present, in all material respects, the
consolidated financial condition, results of operations and cash flows of
Holdings as of the dates and for the periods specified in accordance with GAAP
(it being understood that the information required by this clause (a) may
be furnished in the form of a Form 10-K);  (b)Quarterly
Reports.  As soon as available and in
any event within 45 days (or such earlier date on which Holdings is
required to file a Form 10-Q under the Exchange Act) after the end of each
of the first three fiscal quarters of each fiscal year, beginning with the
fiscal quarter ending June 30, 2009, the consolidated balance sheet of
Holdings as of the end of such fiscal quarter and related consolidated
statements of income and cash flows for such fiscal quarter and for the then
elapsed portion of the fiscal year, in comparative form with the consolidated
statements of income and cash flows for the comparable periods in the previous
fiscal year (provided that with respect to any fiscal quarter that ends on or
prior to the first anniversary of the Closing Date, the foregoing requirement
that such financial statements be presented in comparative form shall only
apply to the extent financial statements of Holdings or the Acquired Business
exist for such comparable periods in the previous fiscal year), and notes
thereto (including a note with a consolidating balance sheet and statements of
income and cash flows separating out Holdings, the other Borrower and the other
Subsidiaries), all prepared in accordance with Regulation S-X under the
Securities Act and accompanied by a certificate of a Financial Officer stating
that such financial statements fairly present, in all material respects, the
consolidated financial condition, results of operations and cash flows of
Holdings as of the date and for the periods specified in accordance with GAAP  31


consistently applied, and on a basis consistent
with audited financial statements referred to in clause (a) of this
Section, subject to normal year-end audit adjustments (it being understood that
the information required by this clause (b) may be furnished in the form
of a Form 10-Q);  (c)Quarterly
Repurchase Obligations. As soon as possible and in any event within
5 days after the end of each calendar quarter a written report, in
reasonable detail, describing each instance during such calendar quarter in
which any Company agreed upon the amount of, or paid any amount with respect
to, any Repurchase Obligations;  (d)Solvency/Financial
Covenant Compliance Certificate. As soon as possible and in
any event within 15  calendar days after the end of each month a
Solvency/Financial Covenant Compliance Certificate;  (e)Public Reports.  Promptly after the same become publicly
available, copies of all periodic and other reports, proxy statements and other
materials filed by Holdings or any of its Subsidiaries with the Securities and
Exchange Commission, or any Governmental Authority succeeding to any or all of
the functions of said Commission, or with any national securities exchange, or
distributed to holders of its Indebtedness pursuant to the terms of the
documentation governing such Indebtedness (or any trustee, agent or other representative
therefor), as the case may be;  (f)Management
Letters.  Promptly after the receipt
thereof by any Company, a copy of any management letter received by any such
person from its certified public accountants and the managements responses
thereto;  (g)Organizational
Documents.  Promptly
provide copies of any Organizational Documents that have been amended or modified
in accordance with the terms hereof and deliver a copy of any notice of default
given or received by any Company under any Organizational Document within 15
days after such Company gives or receives such notice; and  (h)Other
Information.  Promptly,
from time to time, such other information regarding the operations, business
affairs and financial condition of any Company, or compliance with the terms of
any Transaction Document, as the Lender may reasonably request.  SECTION 5.02      Litigation
and Other Notices. 
Furnish to the Lender written notice of the following promptly (and, in
any event, within three (3) Business Days after the occurrence thereof
with respect to (a), (b)(ii), (c), (d) and (e) below and fifteen (15)
Business Days after the occurrence thereof with respect to (b)(i) below):  (a)any Default,
specifying the nature and extent thereof and the corrective action (if any)
taken or proposed to be taken with respect thereto;  (b)the filing or
commencement of any action, suit, litigation or proceeding, whether at law or
in equity by or before any Governmental Authority, (i) against any Company
or any Affiliate thereof that could reasonably be expected to result in a
Material Adverse Effect or (ii) with respect to any Transaction Document;  (c)any development
that has resulted in, or could reasonably be expected to result in a Material Adverse
Effect; and  32


(d)(i) the
incurrence of any Lien (other than Permitted Liens) on, or claim asserted against
any material property of the Borrowers or (ii) the occurrence of any other
event which could materially affect the value of such property; and  (e)any Investments
described in Section 6.04 (e) or Section 6.04 (f),
any Asset Sales described in Section 6.06 (d) and any
Acquisitions described in Section 6.07 (b), in each case to the
extent such Investment, Asset Sale or Acquisition exceeds $1,000,000, together
with the dates, amounts and descriptions thereof.  Any Investments described in Section 6.04(e) or
Section 6.04 (f), any Asset Sales described in Section 6.06(d) and
any Acquisitions described in Section 6.07(b) that are less
than $1,000,000 shall be included in the monthly certificate described in Section 5.01(d) above
together with all prior Investments described in Section 6.04(e)or Section 6.04
(f), any Asset Sales described in Section 6.06(d) and any
Acquisitions described in Section 6.07(b) since the Closing
Date, together, in each case, with the dates, amounts and descriptions thereof.  SECTION 5.03      Existence; Businesses and Properties.  Except for IFC and IWLG,  (a)Do or cause to
be done all things necessary to preserve, renew and maintain in full force and
effect its legal existence; provided, that
the legal existence of any Company other than a Borrower need not be maintained
if the termination of such legal existence could not reasonably be expected to
result in a Material Adverse Effect.  (b)In the case of
Holdings, do or cause to be done all things necessary for Holdings to remain a
publicly traded company required to file reports pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934.  (c)Do or cause to
be done all things necessary to obtain, preserve, renew, extend and keep in
full force and effect the rights, licenses, permits, privileges, franchises,
authorizations, patents, copyrights, trademarks and trade names material to the
conduct of its business; maintain and operate such business in substantially
the manner in which it is presently conducted and operated; comply with all
applicable Requirements of Law (including any and all zoning, building,
environmental law, ordinance, code or approval or any building permits or any
restrictions of record or agreements affecting the Real Property) and decrees
and orders of any Governmental Authority, whether now in effect or hereafter enacted,
except where the failure to comply, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect; pay and perform
its obligations under all Leases and Transaction Documents; and at all times
maintain, preserve and protect all property material to the conduct of such
business and keep such property in good repair, working order and condition
(other than wear and tear occurring in the ordinary course of business) and
from time to time make, or cause to be made, all needful and proper repairs,
renewals, additions, improvements and replacements thereto necessary in order
that the business carried on in connection therewith may be properly conducted
at all times; provided that nothing in this Section 5.03(c) shall
prevent (i) sales of property, consolidations or mergers by or involving
any Company in accordance with Section 6.05 or Section 6.06;
(ii) the withdrawal by any Company of its qualification as a foreign
corporation in any jurisdiction where such withdrawal, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect; or (iii) the abandonment by any Company of any rights, franchises,
licenses, trademarks, trade names, copyrights or patents that such person reasonably
determines are not useful to its business or no longer commercially desirable.  33


SECTION 5.04      [Reserved].  SECTION 5.05      Obligations
and Taxes.  (a)Payment of
Obligations.  Pay its
Indebtedness and other obligations promptly and in accordance with their terms
(except in the case of IFC and IWLG) and pay and discharge promptly when due all
Taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits or in respect of its property, before the same shall
become delinquent or in default, as well as all lawful claims for labor,
services, materials and supplies or otherwise that, if unpaid, might give rise
to a Lien other than a Permitted Lien upon such properties or any part thereof;
provided that such payment and discharge
shall not be required with respect to any such Tax, assessment, charge, levy or
claim so long as (x)(i) the validity or amount thereof shall be contested
in good faith by appropriate proceedings timely instituted and diligently
conducted and the applicable Company shall have set aside on its books adequate
reserves or other appropriate provisions with respect thereto in accordance
with GAAP, (ii) such contest operates to suspend collection of the
contested obligation, Tax, assessment or charge and enforcement of a Lien other
than a Permitted Lien and (iii) the applicable Company shall have
otherwise complied with the Contested Lien Conditions and (y) the failure
to pay could not reasonably be expected to result in a Material Adverse Effect.  (b)Filing of
Returns.  Timely and correctly file all
material Tax Returns required to be filed by it.  Withhold, collect and remit all Taxes that it
is required to collect, withhold or remit.  (c)Tax Shelter
Reporting.  Borrowers
do not intend to treat the Loans as being a reportable transaction within the
meaning of Treasury Regulation Section 1.6011-4.  In the event Borrowers determine to take any
action inconsistent with such intention, it will promptly notify the Lender
thereof.  SECTION 5.06      Re-Warehousing
Business. Originate, fund, finance, purchase or otherwise
include only Agency Eligible Mortgage Loans in the Re-Warehousing Business; provided, that the applicable Subsidiary or Subsidiaries of
any Borrower may originate, fund, finance, purchase or otherwise include
mortgage loans other than Agency Eligible Mortgage Loans in the Re-Warehousing
Business with the written consent of the Lender, which consent shall not be
unreasonably withheld.  SECTION 5.07      Maintaining
Records; Access to Properties and Inspections.  Keep proper books of record and account in which
full, true and correct entries in conformity with GAAP and all Requirements of
Law are made of all dealings and transactions in relation to its business and activities.  Each Company will permit any representatives
designated by the Lender to visit and inspect the financial records and the
property of such Company at reasonable times and as often as reasonably
requested and to make extracts from and copies of such financial records, and
permit any representatives designated by the Lender to discuss the affairs,
finances, accounts and condition of any Company with the officers and employees
thereof and advisors therefor (including independent accountants).  34


ARTICLE
VI  NEGATIVE
COVENANTS  Each Borrower warrants, covenants and agrees with
the Lender that, so long as this Agreement shall remain in effect and until the
principal of and interest on each Loan and all other expenses or amounts
payable under any Transaction Document have been paid in full, unless the
Lender shall have otherwise consented in writing, no Borrower will, nor will
they cause or permit any Subsidiaries thereof to:  SECTION 6.01      Indebtedness.  Incur, create, assume or permit to exist,
directly or indirectly, any Indebtedness, except  (a)Indebtedness
incurred under this Agreement and the other Transaction Documents;  (b)(i) Indebtedness
outstanding on the Closing Date and listed on Schedule 6.01(b) and
(ii) refinancings or renewals thereof; provided that (A) any
such refinancing Indebtedness is in an aggregate principal amount not greater
than the aggregate principal amount of the Indebtedness being renewed or
refinanced, plus the amount of any premiums required
to be paid thereon and reasonable fees and expenses associated therewith, (B) such
refinancing Indebtedness has a later or equal final maturity and longer or
equal weighted average life than the Indebtedness being renewed or refinanced
and (C) the covenants, events of default, subordination and other
provisions thereof (including any guarantees thereof) shall be, in the
aggregate, no less favorable to the Lender than those contained in the Indebtedness
being renewed or refinanced.  (c)Indebtedness in
respect of accounts payable arising in the ordinary course of business;  (d)Indebtedness in
respect of workers compensation claims, insurance obligations and licensing
bonds and related indemnity agreements arising in the ordinary course of
business;  (e)Contingent
Obligations of any Borrower in respect of Indebtedness otherwise permitted
under this Section 6.01;  (f)Indebtedness
arising from the honoring by a bank or other financial institution of a check,
draft or similar instrument inadvertently (except in the case of daylight
overdrafts) drawn against insufficient funds in the ordinary course of
business; provided,however,
that such Indebtedness is extinguished within five Business Days of incurrence;  (g)Indebtedness
arising in connection with endorsement of instruments for deposit in the ordinary
course of business;  (h)Indebtedness
arising in connection with a Permitted Residual Financing; and  (i)Indebtedness,
in an aggregate amount not in excess of $500,000,000, incurred by a new special
purpose Subsidiary of a Borrower (the Re-Warehousing SPV)
to finance the Re-Warehousing Business (the Re-Warehousing
Indebtedness); provided, that,
there will be no recourse to any other Company (or assets thereof) other than
the Re-Warehousing SPV with respect to the Re-Warehousing Business Indebtedness.  35


(j)Indebtedness
incurred by a new Subsidiary of a Borrower (the Re-Warehousing
Originator) when it enters into a repurchase transaction with the
Re-Warehousing SPV to fund its origination of residential mortgage loans which
will later be sold to the Re-Warehousing SPV in connection with the
Re-Warehousing Business.  (k)Indebtedness of
one Borrower to another Borrower;  (l)Indebtedness
constituting Investments permitted by Section 6.04;  (m)Indebtedness in
connection with Acquisitions permitted by Section 6.07; and  (n)Indebtedness
incurred in connection with the acquisition of equipment in the ordinary course
of business; provided, that any Lien in
connection with such Indebtedness shall attach solely to the equipment
acquired.  SECTION 6.02      Liens.  Create, incur, assume or permit to exist,
directly or indirectly, any Lien on any property now owned or hereafter
acquired by it or on any income or revenues or rights in respect of any
thereof, except the following (collectively, the Permitted
Liens):  (a)inchoate Liens
for taxes, assessments or governmental charges or levies not yet due and
payable or delinquent and Liens for taxes, assessments or governmental charges
or levies, which (i) are being contested in good faith by appropriate
proceedings for which adequate reserves have been established in accordance
with GAAP, which proceedings (or orders entered in connection with such proceedings)
have the effect of preventing the forfeiture or sale of the property subject to
any such Lien, and (ii) such Lien and the contest thereof shall satisfy
the Contested Lien Conditions;  (b)Liens in
respect of property of any Company imposed by Requirements of Law, which were
incurred in the ordinary course of business and do not secure Indebtedness for
borrowed money, such as carriers, warehousemens, materialmens, landlords,
workmens, suppliers, repairmens and mechanics Liens and other similar Liens
arising in the ordinary course of business, and (i) which do not in the
aggregate materially detract from the value of the property of the Companies,
taken as a whole, and do not materially impair the use thereof in the operation
of the business of the Companies, taken as a whole, (ii) which, if they
secure obligations that are then due and unpaid, are being contested in good
faith by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP, which proceedings (or orders entered in
connection with such proceedings) have the effect of preventing the forfeiture
or sale of the property subject to any such Lien, and (iii)  such Lien and
the contest thereof shall satisfy the Contested Lien Conditions;  (c)any Lien in
existence on the Closing Date and set forth on Schedule 6.02(c) and
any Lien granted as a replacement or substitute therefor; provided
that any such replacement or substitute Lien (i) except as permitted by Section 6.01(b)(ii)(A),
does not secure an aggregate amount of Indebtedness, if any, greater than that
secured on the Closing Date and (ii) does not encumber any property other
than the property subject thereto on the Closing Date (any such Lien, an Existing Lien);  (d)easements,
rights-of-way, restrictions (including zoning restrictions), covenants,
licenses, encroachments, protrusions and other similar charges or encumbrances,
and minor title deficiencies on or with respect to any Real Property owned by
any Company, in each case whether now or hereafter in existence, not (i) securing
Indebtedness, (ii) individually or in the aggregate materially impairing  36


the value or marketability of such Real
Property or (iii) individually or in the aggregate materially interfering
with the ordinary conduct of the business of the Companies at such Real
Property;  (e)Liens arising
out of judgments, attachments or awards not resulting in a Default and in
respect of which such Company shall in good faith be prosecuting an appeal or
proceedings for review in respect of which there shall be secured a subsisting
stay of execution pending such appeal or proceedings and such Lien and the
contest thereof shall satisfy the Contested Lien Conditions;  (f)Liens (x) imposed
by Requirements of Law or deposits made in connection therewith in the ordinary
course of business in connection with workers compensation, unemployment insurance
and other types of social security legislation, (y) incurred in the
ordinary course of business to secure the performance of tenders, statutory obligations
(other than excise taxes), surety, stay, customs and appeal bonds, statutory
bonds, bids, leases, government contracts, trade contracts, performance and
return of money bonds and other similar obligations (exclusive of obligations
for the payment of borrowed money) or (z) arising by virtue of deposits
made in the ordinary course of business to secure liability for premiums to
insurance carriers; provided that (i) with
respect to clauses (x), (y) and (z) of this paragraph (f),
such Liens are for amounts not yet due and payable or delinquent or, to the
extent such amounts are so due and payable, such amounts are being contested in
good faith by appropriate proceedings for which adequate reserves have been
established in accordance with GAAP, in connection with which proceedings
orders have been entered that have the effect of preventing the forfeiture or
sale of the property subject to any such Lien, (ii) to the extent such
Liens are not imposed by Requirements of Law, such Liens shall in no event
encumber any property other than cash and Cash Equivalents and (iii) such
Lien and the contest thereof shall satisfy the Contested Lien Conditions;  (g)Leases of the
properties of any Company granted by such Company to third parties, in each
case entered into in the ordinary course of such Companys business so long as
such Leases do not, individually or in the aggregate, (i) interfere in any
material respect with the ordinary conduct of the business of any Company or (ii) materially
impair the use (for its intended purposes) or the value of the property subject
thereto;  (h)Liens arising
out of conditional sale, title retention, consignment or similar arrangements
for the sale of goods entered into by any Company in the ordinary course of
business in accordance with the past practices of such Company;  (i)Liens securing
Indebtedness incurred pursuant to Section 6.01(n); provided that any such Liens attach only to the property
being financed pursuant to such Indebtedness and do not encumber any other property
of any Company;  (j)bankers Liens,
rights of setoff and other similar Liens existing solely with respect to cash
and Cash Equivalents on deposit in one or more accounts maintained by any Company,
in each case granted in the ordinary course of business in favor of the bank or
banks with which such accounts are maintained, securing amounts owing to such
bank with respect to cash management and operating account arrangements,
including those involving pooled accounts and netting arrangements; provided that, unless such Liens are non-consensual and
arise by operation of law, in no case shall any such Liens secure (either
directly or indirectly) the repayment of any Indebtedness;  (k)Liens on
property of a person existing at the time such person is acquired or merged
with or into or consolidated with any Company to the extent permitted hereunder
(and not created in anticipation or contemplation thereof); provided that such Liens do not extend to property not subject  37


to such Liens at the time of acquisition (other
than improvements thereon) and are no more favorable to the lienholders than
such existing Lien;  (l)licenses of
intellectual property granted by any Company in the ordinary course of business
and not interfering in any material respect with the ordinary conduct of
business of the Companies;  (m)the filing of
UCC financing statements solely as a precautionary measure in connection with operating
leases or consignment of goods;  (n)Liens on
Residual Interests securing a Permitted Residual Financing;  (o)Liens incurred
by the Re-Warehousing SPV to secure the Re-Warehousing Indebtedness including
the Lien on a cash collateral/reserve account which will be initially funded in
an amount not to exceed $10,000,000 and thereafter be increased by a percentage
of excess income of the Re-Warehousing SPV (the Re-Warehousing
Reserve Account); and  (p)Liens incurred
in connection with the transactions permitted by Sections 6.01(j), (l) and
(m).  SECTION 6.03      Sale
and Leaseback Transactions.  Enter into any arrangement, directly or
indirectly, with any person whereby it shall sell or transfer any property,
real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other
property which it intends to use for substantially the same purpose or purposes
as the property being sold or transferred (a Sale and
Leaseback Transaction) unless (i) the sale of such property is
permitted by Section 6.06 and (ii) any Liens arising in
connection with its use of such property are permitted by Section 6.02.  SECTION 6.04      Investments,
Loans and Advances. 
Directly or indirectly, lend money or credit (by way of guarantee or
otherwise) or make advances to any person, or purchase or acquire any stock,
bonds, notes, debentures or other obligations or securities of, or any other
interest in, or make any capital contribution to, any other person, or purchase
or own a 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 (all of the foregoing, collectively, Investments),
except that the following shall be permitted:  (a)the Companies
may consummate the Transactions in accordance with the provisions of the
Transaction Documents;  (b)Investments
outstanding on the Closing Date and identified on Schedule 6.04(b);  (c)the Companies
may endorse negotiable instruments held for collection in the ordinary course
of business;  (d)Investments in
any entity that would not be considered a Subsidiary pursuant to the definition
of such term (a Joint Venture); provided, that, during the period commencing on the date
hereof and ending on the day that the principal of and interest on each Loan
and all other expenses or amounts payable under any Transaction Document have
been paid in full, the aggregate amount of such Investments, shall not exceed
$2,000,000 without the prior written consent of the Lender;  38


(e)Investments
with respect to Subsidiaries of the Borrowers (other than the Re-Warehousing
Reserve Account Investment); provided, that,
during the period commencing on the date hereof and ending on the day that the
principal of and interest on each Loan and all other expenses or amounts
payable under any Transaction Document have been paid in full, the aggregate
amount of such Investments, together with Investments described in Section 6.04
(d), and the aggregate consideration paid in connection with Acquisitions described
in Section 6.07 (b), shall not exceed $10,000,000.  For the purpose of calculating compliance
with the $10,000,000 limitation contained herein and in Section 6.07(b),
Borrowers shall count each transaction only once, regardless of whether such
transaction constitutes a transaction that meets the requirements of more than
one of Sections 6.04(d), 6.04(e) and 6.07(b); and  (f)Investments
with respect to the Re-Warehousing SPV in an amount not to exceed $10,000,000
which shall be used by the Re-Warehousing SPV for the initial funding of the
Re-Warehousing Reserve Account (the Re-Warehousing Reserve
Account Investment) and any additional amounts thereafter added
thereto from, and as a percentage of, excess income of the Re-Warehousing SPV;  (g)Investments in
mortgage loans in the ordinary course of business; and  (h)Investments in
Cash Equivalents.  SECTION 6.05      Mergers
and Consolidations. 
Except for IFC and IWLG, wind up, liquidate or dissolve its affairs or
enter into any transaction of merger or consolidation (or agree to do any of
the foregoing at any future time), except that any Company may merge or
consolidate with or into a Borrower (as long as such Borrower is the surviving
person in the case of any merger or consolidation involving such Borrower).  SECTION 6.06      Asset
Sales.  Effect any
Asset Sale, or agree to effect any Asset Sale, except that the following shall
be permitted:  (a)disposition of
used, worn out, obsolete or surplus property by any Company in the ordinary
course of business and the abandonment or other disposition of intellectual
property that is, in the reasonable judgment of Borrower, no longer
economically practicable to maintain or useful in the conduct of the business
of the Companies taken as a whole;  (b)the
Transactions as contemplated by the Transaction Documents;  (c)mergers and
consolidations in compliance with Section 6.05; and  (d)other Asset
Sales; provided, that, (i) no such Asset
Sale may be to a Company or any Affiliate thereof and (ii) not later than
one Business Day following the receipt of any Net Cash Proceeds of any such
Asset Sale, Borrowers shall make prepayments of principal of Loans in
accordance with Sections 2.05(b) in an aggregate amount equal
to 100% of such Net Cash Proceeds or, if less, the outstanding amount of the
Obligations.  SECTION 6.07      Acquisitions.  Purchase or otherwise acquire (in one or a
series of related transactions) any part of the property (whether tangible or
intangible) of any person (or agree to do any of the foregoing at any future
time) (excluding in all cases acquisitions of furniture, fixtures, equipment
and supplies in the ordinary course of business), except that the following
shall be permitted:  39


(a)the
Transactions as contemplated by the Transaction Documents; and  (b)other purchases
or acquisitions of property (Acquisitions);
provided, that, during the period
commencing on the date hereof and ending on the day that the principal of and interest
on each Loan and all other expenses or amounts payable under any Transaction
Document have been paid in full, the aggregate consideration paid in connection
with such Acquisitions, together with the aggregate amount of Investments
described in Section 6.04 (d) and Section 6.04 (e),
shall not exceed $10,000,000.  For the
purpose of calculating compliance with the $10,000,000 limitation contained
herein and in Section 6.04(e), Borrowers shall count each transaction only
once, regardless of whether such transaction constitutes a transaction that
meets the requirements of more than one of Sections 6.04(d), 6.04(e) and
6.07(b).  SECTION 6.08      Dividends.  Authorize, declare or pay, directly or
indirectly, any Dividends with respect to any Company, except that the following
shall be permitted:  (a)Dividends to a
Borrower from a Subsidiary of such Borrower;  (b)purchases by
Holdings of its 9.375% Series B Cumulative Redeemable Preferred Stock
(Pink Sheets: IMPHP) and/or 9.125% Series C Cumulative Redeemable Preferred
Stock (Pink Sheets: IMPHO); provided, that the aggregate purchase price
for such purchases shall not exceed $601,750 (with such purchase price amount,
as so limited, to constitute the sole consideration for the purchase of such
securities and/or the payment or extinguishment of accrued and unpaid dividends
related to such securities);  (c)the payment of
quarterly dividends on Trust Preferred Securities in an amount not to exceed
$560,000 for any quarter; and  (d)purchases by
Holdings or any Subsidiary thereof of all, but not less than all, of the
outstanding Trust Preferred Securities for an aggregate purchase price not to
exceed $1,650,000.  SECTION 6.09      Transactions
with Affiliates.  Enter into,
directly or indirectly, any transaction or series of related transactions,
whether or not in the ordinary course of business, with, or make any payments
to, any Affiliate of any Company or any director, officer or employee of any Company,
except that the following shall be permitted:  (a)Dividends
permitted by Section 6.08;  (b)reasonable and
customary director, officer and employee compensation and other benefits
(including retirement, health, stock option and other benefit plans) and
indemnification arrangements, in each case approved by the Board of Directors
of the applicable Borrower;  (c)transactions on
terms and conditions at least as favorable to such Company as would reasonably
be obtained by such Company at that time in a comparable arms-length transaction;  (d)transactions
between the Re-Warehousing SPV and the Re-Warehousing Originator related to the
Re-Warehousing Business; and  (e)the
Transactions as contemplated by the Transaction Documents.  40


SECTION 6.10      Financial Covenants.  (a)Shareholders
Equity.  Permit the Shareholders
Equity, as at any date of determination, to be less than zero; provided,
that, the effect of any increase or decrease in the amount of the obligations
under the Trust Preferred Securities will be excluded for the purpose of calculating
Shareholders Equity.  (b)Cash and Cash
Equivalents.  Permit the
unrestricted and unencumbered Cash and Cash Equivalents owned and held by the
Borrowers, plus 50% of the fair value of Holdings investment in the JAM
Special Opportunities Fund L.P. (determined in accordance with GAAP), as at any
date of determination, to be less than $10,000,000.  SECTION 6.11      Prepayments
of Other Indebtedness; Settlement of Repurchase Obligations; Modifications of
Organizational Documents and Other Documents, etc.Directly or indirectly:  (a)make (or give
any notice in respect thereof) any payment or prepayment of principal on or
redemption or acquisition for value of, or any prepayment or redemption as a
result of any asset sale, change of control or similar event of, any
Indebtedness outstanding under any Indebtedness of any Borrower or any of its
Subsidiaries except (i) any payment of principal at scheduled maturity or (ii) a
refinancing permitted by Section 6.01(b);  (b)agree upon the
amount of, or pay any amount (or transfer any assets) with respect to, any
liquidated or unliquidated repurchase, substitution or similar obligations
(other than ordinary scheduled repurchases under master repurchase agreements
which are not related to breaches of representations) of any Borrower or any
Subsidiary thereof under any agreement to which it is a party (collectively, Repurchase Obligation); provided, that
any Company can agree upon the amount of, or pay any amount with respect to,
any Repurchase Obligations with the written consent of the Lender, which
consent shall not be unreasonably withheld and; provided,
further, that any Company can agree upon
the amount of, or pay any amount with respect to, any Repurchase Obligations
without the consent of the Lender if such amount is not in excess of $500,000
and such amount together with all other amounts paid by any Company to the same
Person or its Affiliates with respect to Repurchase Obligations after the
Closing Date does not exceed $1,000,000;  (c)amend or
modify, or permit the amendment or modification of, any provision of any
Transaction Document or any document governing any Material Indebtedness in any
manner that is adverse in any material respect to the interests of the Lender;
or  (d)terminate,
amend or modify any of its Organizational Documents or any agreement to which
it is a party with respect to its Equity Interests (including any stockholders
agreement), or enter into any new agreement with respect to its Equity
Interests, other than any such amendments or modifications or such new
agreements which are not adverse in any material respect to the interests of
the Lender; provided that Holdings may issue such
Equity Interests, so long as such issuance is not prohibited by Section 6.13
or any other provision of this Agreement, and may amend or modify its
Organizational Documents to authorize any such Equity Interests.  SECTION 6.12      Limitation
on Certain Restrictions on Subsidiaries.  Directly or indirectly, create or otherwise
cause or suffer to exist or become effective any encumbrance or restriction  41


on the ability of any
Subsidiary of a Borrower (other than a Subsidiary of a Borrower that is a
special purpose vehicle created in connection with the Re-Warehousing Business)
to (a) pay dividends or make any other distributions on its capital stock
or any other interest or participation in its profits owned by a Borrower, or
pay any Indebtedness owed to a Borrower, (b) make loans or advances to a
Borrower  or (c) transfer any of its
properties to a Borrower, except for such encumbrances or restrictions existing
under or by reason of (i) applicable Requirements of Law; (ii) this
Agreement and the other Transaction Documents; (iii) customary provisions
restricting subletting or assignment of any lease governing a leasehold
interest of a Subsidiary; (iv) customary provisions restricting assignment
of any agreement entered into by a Subsidiary in the ordinary course of
business; (v) customary restrictions and conditions contained in any
agreement relating to the sale of any property permitted under Section 6.06
pending the consummation of such sale; (vi) any agreement in effect at the
time such Subsidiary becomes a Subsidiary of a Borrower, so long as such
agreement was not entered into in connection with or in contemplation of such
person becoming a Subsidiary of a Borrower; (vii) customary provisions in
partnership agreements, limited liability company organizational governance documents,
asset sale and stock sale agreements and other similar agreements entered into
in the ordinary course of business that restrict the transfer of ownership
interests in such partnership, limited liability company or similar person; or (viii) restrictions
on cash or other deposits or net worth imposed by suppliers or landlords under
contracts entered into in the ordinary course of business.  SECTION 6.13      Limitation on Issuance of Capital
Stock.  (a)With respect to
Holdings, issue any Equity Interest that is not Qualified Capital Stock.  (b)With respect to
any other Borrower or any Subsidiary thereof, issue any Equity Interest
(including by way of sales of treasury stock) or any options or warrants to
purchase, or securities convertible into, any Equity Interest, except (i) for
stock splits, stock dividends and additional issuances of Equity Interests
which do not decrease the percentage ownership of a Borrower or any such
Subsidiaries in any class of the Equity Interest of such Subsidiary; (ii) Subsidiaries
of a Borrower formed after the Closing Date may issue Equity Interests to a
Borrower or the Subsidiary of a Borrower which is to own such Equity Interests;
(iii) a Borrower may issue common stock that is Qualified Capital Stock to
Holdings and (iv) any Borrower or any Subsidiary thereof may issue to any
Person other than a Company, or any Affiliate thereof, options or warrants to
purchase Equity Interests as compensation for services rendered or to be
rendered to such Borrower or Subsidiary.  SECTION 6.14      [Reserved.].  SECTION 6.15      Business.  With respect to the Borrowers, engage (directly or
indirectly) in any business other than those businesses in which Borrowers are
engaged on the Closing Date; provided that (A) the
foregoing shall not prohibit (i) a Subsidiary of a Borrower from
originating residential mortgage loans or engaging in the Re-Warehousing
Business or (ii) Investments in Joint Ventures that are otherwise
permitted hereunder and (B) notwithstanding any other provision hereof,
this Section 6.15 shall cease to be in effect after the entire
principal balance of the Tranche B Loan has been repaid in full (together
with all accrued interest thereon).  42


SECTION 6.16      Limitation
on Accounting Changes.  Make
or permit any change in accounting policies or reporting practices, without the
consent of the Lender, which consent shall not be unreasonably withheld, except
changes that are required by GAAP.  SECTION 6.17      Fiscal
Year.  Change its
fiscal year-end to a date other than December 31.  SECTION 6.18      Anti-Terrorism
Law; Anti-Money Laundering.  (a)Directly or
indirectly, (i) knowingly conduct any business or engage in making or
receiving any contribution of funds, goods or services to or for the benefit of
any person described in Section 3.20, (ii) knowingly deal in,
or otherwise engage in any transaction relating to, any property or interests
in property blocked pursuant to the Executive Order or any other Anti-Terrorism
Law, or (iii) knowingly 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 any Anti-Terrorism Law (and
the Borrowers shall deliver to the Lender any certification or other evidence
requested from time to time by the Lender in its reasonable discretion,
confirming the Borrowers compliance with this Section 6.18.  (b)Cause or permit
any of the funds of such Borrower that are used to repay the Loans to be
derived from any unlawful activity with the result that the making of the Loans
would be in violation of any Requirement of Law.  Embargoed Person.  Cause or permit (a) any of the funds or
properties of the Borrowers that are used to repay the Loans to constitute
property of, or be beneficially owned directly or indirectly by, any person
subject to sanctions or trade restrictions under United States law (Embargoed Person or Embargoed Persons)
that is identified on (1) the List of Specially Designated Nationals and
Blocked Persons maintained by OFAC and/or on any other similar list maintained
by OFAC pursuant to any authorizing statute including, but not limited to, the
International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Order or Requirement of Law
promulgated thereunder, with the result that the investment in the Borrowers
(whether directly or indirectly) is prohibited by a Requirement of Law, or the
Loans made by the Lender would be in violation of a Requirement of Law, or (2) the
Executive Order, any related enabling legislation or any other similar
Executive Orders or (b) any Embargoed Person to have any direct or indirect
interest, of any nature whatsoever in the Borrowers, with the result that the
investment in the Borrowers (whether directly or indirectly) is prohibited by a
Requirement of Law or the Loans are in violation of a Requirement of Law.   ARTICLE
VII  EVENTS
OF DEFAULT  SECTION 7.01      Events
of Default.  Upon the
occurrence and during the continuance of the following events (Events of Default):  (a)default shall
be made in the payment of any principal of any Loan when and as the same shall
become due and payable, whether at the due date thereof (including a
Tranche A  43


Maturity
Date or Tranche B Maturity Date) or at a date fixed for prepayment
(whether voluntary or mandatory) thereof or by acceleration thereof or
otherwise (including, without limitation, the Borrowers failure to pay the
Monthly Payment to the Lender on any Payment Date);  (b)default shall
be made in the payment of any interest on any Loan or any other amount (other
than an amount referred to in paragraph (a) above) due under any
Transaction Document, when and as the same shall become due and payable, and
such default shall continue unremedied for a period of two Business Days;  (c)any
representation or warranty made or deemed made in or in connection with any Transaction
Document or the borrowings hereunder, or any representation, warranty, statement
or information contained in any report, certificate, financial statement or
other instrument furnished in connection with or pursuant to any Transaction
Document, shall prove to have been false or misleading in any material respect
when so made, deemed made or furnished;  (d)default shall
be made in the due observance or performance by any Borrower of any covenant,
condition or agreement contained in Section 5.02, 5.03(a) or
(b), or in Article VI;  (e)default shall
be made in the due observance or performance by any Borrower of any covenant,
condition or agreement contained in any Transaction Document (other than those
specified in paragraphs (a), (b) or (d) immediately above) and
such default shall continue unremedied or shall not be waived for a period of
30 days;  (f)any Company
(other than IFC and IWLG) shall (i) fail to pay any principal or interest,
regardless of amount, due in respect of any Indebtedness (other than the
Obligations), when and as the same shall become due and payable beyond any
applicable grace period, or (ii) fail to observe or perform any other
term, covenant, condition or agreement contained in any agreement or instrument
evidencing or governing any such Indebtedness or (iii) fail to pay any
other amount due and payable; provided that
it shall not constitute an Event of Default pursuant to this paragraph (f) unless
the aggregate amount of all such Indebtedness referred to in clauses (i) and
(ii) and/or all other amount referred to in clause (iii) exceeds
$1,000,000 at any one time (provided that,
in the case of Hedging Obligations, the amount counted for this purpose shall
be the amount payable by all Companies if such Hedging Obligations were
terminated at such time and provided  further that for the purposes of this subsection (f) Repurchase
Obligations shall not be included under clauses (i), (ii) or (iii) hereof);  (g)an involuntary
proceeding shall be commenced or an involuntary petition shall be filed in a
court of competent jurisdiction seeking (i) relief in respect of any
Company (other than IFC and IWLG), or of a substantial part of the property of
any Company (other than IFC and IWLG), under Title 11 of the U.S. Code, as now
constituted or hereafter amended, or any other federal, state or foreign bankruptcy,
insolvency, receivership or similar law; (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for
any Company (other than IFC and IWLG) or for a substantial part of the property
of any Company (other than IFC and IWLG); or (iii) the winding-up or
liquidation of any Company (other than IFC and IWLG); and such proceeding or
petition shall continue undismissed for 60 days or an order or decree
approving or ordering any of the foregoing shall be entered;  (h)any Company
(other than IFC and IWLG) shall (i) voluntarily commence any proceeding or
file any petition seeking relief under Title 11 of the United States Code,
as now  44


constituted
or hereafter amended, or any other federal, state or foreign bankruptcy,
insolvency, receivership or similar law; (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any proceeding or
the filing of any petition described in clause (g) above; (iii) apply
for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for any Company (other than IFC
and IWLG) or for a substantial part of the property of any Company (other than
IFC and IWLG); (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding; (v) make a general assignment
for the benefit of creditors; (vi) become unable, admit in writing its
inability or fail generally to pay its debts as they become due; (vii) take
any action for the purpose of effecting any of the foregoing; or (viii) wind
up or liquidate;  (i)one or more
judgments, orders or decrees for the payment of money in an aggregate amount in
excess of $1,000,000 shall be rendered against any Company (other than IFC and
IWLG) or any combination thereof and the same shall remain undischarged,
unvacated or unbonded for a period of 30 consecutive days during which
execution shall not be effectively stayed, or any action shall be legally taken
by a judgment creditor to levy upon properties of any Company to enforce any
such judgment;  (j)any Transaction
Document or any material provisions thereof shall at any time and for any
reason be declared by a court of competent jurisdiction to be null and void, or
a proceeding shall be commenced by any Borrower or any other person, or by any
Governmental Authority, seeking to establish the invalidity or unenforceability
thereof (exclusive of questions of interpretation of any provision thereof), or
any Borrower shall repudiate or deny any portion of its liability or obligation
for the Obligations or any other obligations hereunder or under any other
Transaction document;  (k)there shall
have occurred a Change in Control; or  (l)any Company
(other than IFC and IWLG) shall be prohibited or otherwise restrained from
conducting the business theretofore conducted by it in any manner that has or
could reasonably be expected to result in a Material Adverse Effect by virtue
of any determination, ruling, decision, decree or order of any court or
Governmental Authority of competent jurisdiction;  then, and in every such event (other than an
event with respect to Holdings or another Borrower described in paragraph (g) or
(h) above), and at any time thereafter during the continuance of such
event, the Lender may by notice to Borrower, take the following actions, at the
same or different times:  declare the
Loans then outstanding to be forthwith due and payable in whole or in part,
whereupon the principal of the Loans so declared to be due and payable,
together with accrued interest thereon and any unpaid accrued Fees and all
other Obligations of Borrowers accrued hereunder and under any other
Transaction Document, shall become forthwith due and payable, without presentment,
demand, protest or any other notice of any kind, all of which are hereby
expressly waived by Borrowers, anything contained herein or in any other
Transaction Document to the contrary notwithstanding; and in any event, with
respect to Holdings or a Borrower described in paragraph (g) or (h) above,
the principal of the Loans then outstanding, together with accrued interest
thereon and all other Obligations of Borrowers accrued hereunder and under any
other Transaction Document, shall automatically become due and payable, without
presentment, demand, protest or any other notice of any kind, all of which are
hereby expressly waived by Borrowers, anything contained herein or in any other
Transaction Document to the contrary notwithstanding.  45


ARTICLE
VIII  [Reserved]  ARTICLE
IX  MISCELLANEOUS  SECTION 9.01      Notices.  (a)           Generally. 
Except in the case of notices and other communications expressly
permitted to be given by telephone (and except as provided in paragraph (b) below),
all notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, or sent by email
as follows:  (i)
  
  if to any Borrower, to such Borrower at:19500 Jamboree RoadIrvine, California 92612Attention: Ronald MorrisonTelecopier No.: (949)
  706-6208Email:
  ron.morrison@impaccompanies.com(ii)
  
  if
  to the Lender, to it at:677
  Washington BoulevardStamford,
  Connecticut 06901Attention:
  Jeffrey Mayer, Joseph Pigott, Greg Walker and Christopher ScolaroTelecopier
  No.: (212) 882-3597Email:
  jeffrey.mayer@ubs.com,
  joseph.pigott@ubs.com, greg.walker@ubs.com,christopher.scolaro@ubs.com   Notices sent by hand or overnight courier
service, shall be deemed to have been given when received; notices sent by
email shall be deemed to have been given when receipt thereof is confirmed
(electronically or otherwise).  Notices
delivered through electronic communications to the extent provided in paragraph (b) below,
shall be effective as provided in said paragraph (b).  (b)           Electronic Communications.  Notices and other communications to the
Lender hereunder may (subject to Section 9.01(d)) be delivered or
furnished by electronic communication (including e-mail and Internet or
intranet websites) pursuant to procedures approved by the Lender; provided that the foregoing shall not apply to notices to
the Lender pursuant to Article II if the Lender has notified  46


the Borrowers that it is incapable of
receiving notices under such Article by electronic communication.  The Lender or Borrowers may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it (including as
set forth in Section 9.01(d)); provided that
approval of such procedures may be limited to particular notices or communications.  Unless the Lender otherwise prescribes, (i) notices
and other communications sent to an e-mail address shall be deemed received
upon the senders receipt of an acknowledgement from the intended recipient
(such as by the return receipt requested function, as available, return
e-mail or other written acknowledgement); provided that
if such notice or other communication is not sent during the normal business
hours of the recipient, such notice or communication shall be deemed to have
been sent at the opening of business on the next business day for the
recipient, and (ii) notices or communications posted to an Internet or
intranet website shall be deemed received upon the deemed receipt by the intended
recipient at its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the
website address therefor.  (c)           Change of Address, etc.  Any party hereto may change its address or
telecopier number for notices and other communications hereunder by notice to
the other parties hereto.  (d)           Posting.  
Each Borrower hereby agrees that it will provide to the Lender all information,
documents and other materials that it is obligated to furnish to the Lender
pursuant to this Agreement and any other Transaction Document, including all
notices, requests, financial statements, financial and other reports,
certificates and other information materials, but excluding any such communication
that (i) relates to the payment of any principal or other amount due under
this Agreement prior to the scheduled date therefor, (ii) provides notice
of any Default under this Agreement or (iii) is required to be delivered
to satisfy any condition precedent to the effectiveness of this Agreement
and/or any borrowing or other extension of credit hereunder (all such
non-excluded communications, collectively, the Communications),
by transmitting the Communications in an electronic/soft medium in a format reasonably
acceptable to the Lender at such e-mail address(es) as are provided by the
Lender to Borrowers from time to time or in such other form, including hard copy
delivery thereof, as the Lender shall require. 
In addition, each Borrower agrees to continue to provide the
Communications to the Lender in the manner specified in this Agreement or any
other Transaction Document or in such other form, including hard copy delivery
thereof, as the Lender shall require. 
Nothing in this Section 9.01 shall prejudice the right of
the Lender or any Borrower to give any notice or other communication pursuant
to this Agreement or any other Transaction Document in any other manner
specified in this Agreement or any other Transaction Document or as any such
Lender shall require.  To the extent consented to by the Lender in writing
from time to time, Lender agrees that receipt of the Communications by the
Lender at its e-mail address(es) set forth above shall constitute effective
delivery of the Communications to the Lender for purposes of the Transaction
Documents.  SECTION 9.02      Waivers; Amendment.  (a)           Generally. 
No failure or delay by the Lender in exercising any right or power hereunder
or under any other Transaction Document shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies
of the Lender hereunder and under the other Transaction Documents are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have.  No waiver of  47


any provision of any Transaction Document or
consent to any departure by any Borrower therefrom shall in any event be
effective unless the same shall be permitted by this Section 9.02,
and then such waiver or consent shall be effective only in the specific
instance and for the purpose for which given. 
Without limiting the generality of the foregoing, the making of, or
deemed making of, a Loan shall not be construed as a waiver of any Default,
regardless of whether the Lender may have had notice or knowledge of such
Default at the time.  No notice or demand
on any Borrower in any case shall entitle such Borrower to any other or further
notice or demand in similar or other circumstances.  (b)           Required Consents. 
Neither this Agreement nor any other Transaction Document nor any
provision hereof or thereof may be waived, amended, supplemented or modified
except pursuant to an agreement or agreements in writing entered into by Borrowers
and the Lender.  SECTION 9.03      Expenses; Indemnity; Damage Waiver.  (a)           Costs and Expenses. 
Each party hereto shall bear its own expenses in connection with the
preparation, negotiation, execution, delivery and administration of this
Agreement and the other Transaction Documents or any amendment, amendment and
restatement, modification or waiver of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be consummated).  Borrowers shall pay all out-of-pocket
expenses incurred by the Lender (including the fees, charges and disbursements
of any counsel for the Lender), in connection with the enforcement or protection
of its rights (A) in connection with this Agreement and the other
Transaction Documents, including its rights under this Section 9.03,
or (B) in connection with the Loans made, or deemed made, hereunder,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans.  (b)           Indemnification by Borrowers.  Borrowers shall, on a joint and several
basis, indemnify the Lender and each Related Party thereof  (each such person being called an Indemnitee) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses
(including the fees, charges and disbursements of any counsel for any
Indemnitee) incurred by any Indemnitee or asserted against any Indemnitee by
any party hereto or any third party arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other
Transaction Document, or any amendment, amendment and restatement, modification
or waiver of the provisions hereof or thereof, or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder or the consummation of the
transactions contemplated hereby or thereby, or (ii) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by any Borrower, and regardless of whether any
Indemnitee is a party thereto; provided that
such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses (x) are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or willful misconduct of such
Indemnitee or (y) result from a claim brought by any Borrower against an
Indemnitee for breach in bad faith of such Indemnitees obligations hereunder
or under any other Transaction Document, if such Borrower has obtained a final
and nonappealable judgment in its favor on such claim as determined by a court
of competent jurisdiction.  (c)           [Reserved]  (d)           Waiver of Consequential Damages, Etc.  To the fullest extent permitted by applicable
Requirements of Law, no Borrower shall assert, and each Borrower hereby waives,
any claim  48


against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement, any other Transaction Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby
or the use of the proceeds thereof.  No
Indemnitee referred to in paragraph (b) above shall be liable for any
damages arising from the use by unintended recipients of any information or
other materials distributed by it through telecommunications, electronic or
other information transmission systems in connection with this Agreement or the
other Transaction Documents or the transactions contemplated hereby or thereby.  (e)           Payments. 
All amounts due under this Section shall be payable not later than
3 Business Days after demand therefor.  SECTION 9.04      Successors and Assigns.  (a)           Successors and Assigns Generally.  The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that no Borrower may
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of the Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an
Eligible Assignee in accordance with the provisions of paragraph (b) of
this Section 9.04, (ii) by way of participation in accordance
with the provisions of paragraph (d) of this Section 9.04
or (iii) by way of pledge or assignment of a security interest subject to
the restrictions of paragraph (f) of this Section (and any other
attempted assignment or transfer by any Borrower or the Lender shall be null
and void).  Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any person (other than
the parties hereto, their respective successors and assigns permitted hereby,
Participants to the extent provided in paragraph (d) of this Section and,
to the extent expressly contemplated hereby, the other Indemnitees) any legal
or equitable right, remedy or claim under or by reason of this Agreement.  (b)           Assignments by Lender.  Any Lender may at any time assign to one (but
not more than one) Eligible Assignee all (but not less than all) of its rights
and obligations under this Agreement and both of the Term Notes (including all
of the Loans at the time owing to it); provided that
the parties to such assignment shall execute an Assignment and Assumption.  From and after the effective date specified
in any Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and have all of the rights and obligations of the
Lender under this Agreement, and the assigning Lender thereunder shall be
released from its obligations, if any, under this Agreement (and such Lender
shall cease to be a party hereto) but shall continue to be entitled to the
benefits of Sections 2.07, 2.08, 2.10 and 9.03
with respect to facts and circumstances occurring prior to the effective date
of such assignment.  Any assignment or
transfer by the Lender of rights or obligations under this Agreement that does
not comply with this paragraph shall be treated for purposes of this Agreement
as a sale by the Lender of a participation in such rights and obligations in accordance
with paragraph (d) of this Section 9.04.  (c)           [Reserved].  (d)           Participations. 
The Lender may at any time, without the consent of, or notice to,
Borrowers, sell participations to any person (each, a Participant)
in all or a portion of the Lenders rights and/or obligations under this
Agreement (including all or a portion of 
the Loans owing to it); provided that (i) the
Lenders obligations under this Agreement shall remain unchanged, (ii) the
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and  49


(iii) Borrowers shall continue to deal
solely and directly with the Lender in connection with the Lenders rights and
obligations under this Agreement.  Any agreement or instrument pursuant to which the
Lender sells such a participation shall provide that the Lender shall retain
the sole right to enforce the Transaction Documents and to approve any
amendment, modification or waiver of any provision of the Transaction
Documents; provided that such agreement or
instrument may provide that the Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in clause
(i), (ii) or (iii) of the first proviso to Section 9.02(b) that
affects such Participant.  Subject to
paragraph (e) of this Section, each Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.07, 2.08
and 2.10 (subject to the requirements of those Sections) to the same
extent as if it were the Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section.  To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 9.08 as though it
were the Lender, provided such Participant agrees to be subject to Section 2.09
as though it were the Lender.  (e)           Limitations on Participant Rights.  A Participant shall not be entitled to
receive any greater payment under Sections 2.07, 2.08 and 2.10
than the Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with Borrowers prior written consent.  (f)            Certain Pledges. 
The Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement to secure obligations of the
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such pledge or
assignment shall release the Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for the Lender as a party hereto.  In the case the Lender is a fund that invests
in bank loans, the Lender may, without the consent of Borrowers, collaterally
assign or pledge all or any portion of its rights under this Agreement,
including the Loans and Term Notes or any other instrument evidencing its
rights as the Lender under this Agreement, to any holder of, trustee for, or
any other representative of holders of, obligations owed or securities issued,
by such fund, as security for such obligations or securities.  (g)           Electronic Execution of Assignments.  The words execution, signed, signature,
and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system,
as the case may be, to the extent and as provided for in any applicable
Requirement of Law, including the Federal Electronic Signatures in Global and
National Commerce Act, the New York State Electronic Signatures and Records
Act, or any other similar state laws based on the Uniform Electronic Transactions
Act.  SECTION 9.05      Survival
of Agreement.  All
covenants, agreements, representations and warranties made by the Borrowers in
the Transaction Documents and in the certificates or other instruments
delivered in connection with or pursuant to this Agreement or any other
Transaction Document shall be considered to have been relied upon by the other
parties hereto and shall survive the execution and delivery of the Transaction
Documents and the making of any Loans, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the Lender may
have had notice or knowledge of any Default or incorrect representation or
warranty at the time any credit is extended hereunder, and shall continue in
full force and effect as long as the principal of or any accrued interest on
any Loan or any fee or any other amount payable under this Agreement is
outstanding.  The provisions of  50


Sections 2.07, 2.08, 2.10
and Article IX (other than Section 9.12) shall survive
and remain in full force and effect regardless of the consummation of the
transactions contemplated hereby, the repayment of the Loans or the termination
of this Agreement or any provision hereof.  SECTION 9.06      Counterparts; Integration;
Effectiveness.  This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This Agreement and the other Transaction
Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof.  Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the
Lender and when the Lender shall have received counterparts hereof that, when
taken together, bear the signatures of each of the other parties hereto.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopier or other electronic
transmission (i.e. a pdf or tif document) shall be effective as delivery of
a manually executed counterpart of this Agreement.  SECTION 9.07      Severability.  Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.  SECTION 9.08      Right
of Setoff.  If an Event
of Default shall have occurred and be continuing, the Lender and each of its
Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by applicable Requirements of Law, to set off and
apply any and all deposits (general or special, time or demand, provisional or
final, in whatever currency) at any time held and other obligations (in
whatever currency) at any time owing by the Lender or any such Affiliate to or
for the credit or the account of any Borrower against any and all of the obligations
of such Borrower now or hereafter existing under this Agreement or any other
Transaction Document to the Lender, irrespective of whether or not the Lender
shall have made any demand under this Agreement or any other Transaction
Document and although such obligations of such Borrower may be contingent or
unmatured or are owed to a branch or office of the Lender different from the
branch or office holding such deposit or obligated on such indebtedness.  The rights of the Lender and its Affiliates under
this Section are in addition to other rights and remedies (including other
rights of setoff) that the Lender or its Affiliates may have.  The Lender agrees to notify Borrowers
promptly after any such setoff and application; provided
that the failure to give such notice shall not affect the validity of such
setoff and application.  SECTION 9.09      Governing Law; Jurisdiction; Consent
to Service of Process.  (a)           Governing Law. 
This Agreement and the transactions contemplated hereby, and all
disputes between the parties under or relating to this Agreement or the facts
or circumstances leading to its execution, whether in contract, tort or
otherwise, shall be construed in accordance with and governed by the laws
(including statutes of limitation) of the State of New York, without regard to
conflicts of law principles that would require the application of the laws of
another jurisdiction.  (b)           Submission to Jurisdiction.  Each Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
personal jurisdiction of the Supreme Court of the State of New York sitting in
New York County and of the United States District Court of the Southern
District of New York, and any appellate court from any thereof, in any action or
proceeding arising out of  51


or relating to any Transaction Document, or
for recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State
court or, to the fullest extent permitted by applicable law, in such Federal
court.  Each of the parties hereto 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 in this
Agreement or any other Transaction Document shall affect any right that the
Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Transaction Document against any Borrower or its
properties in the courts of any jurisdiction.  (c)           Waiver of Venue. 
Each Borrower hereby irrevocably and unconditionally waives, to the
fullest extent permitted by applicable Requirements of Law, any objection which
it may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement or any other
Transaction Document in any court referred to in Section 9.09(b).  Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by applicable Requirements of Law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.  (d)           Service of Process. 
Each party hereto irrevocably consents to service of process in any
action or proceeding arising out of or relating to any Transaction Document, in
the manner provided for notices (other than telecopier) in Section 9.01.  Nothing in this Agreement or any other Transaction
Document will affect the right of any party hereto to serve process in any
other manner permitted by applicable Requirements of Law.  SECTION 9.10      Waiver
of Jury Trial.  Each
Borrower hereby waives, to the fullest extent permitted by applicable
Requirements of Law, any right it may have to a trial by jury in any legal
proceeding directly or indirectly arising out of or relating to this Agreement,
any other Transaction Document or the transactions contemplated hereby (whether
based on contract, tort or any other theory). 
Each party hereto (a) certifies that no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such
other party would not, in the event of litigation, seek to enforce the foregoing
waiver and (b) acknowledges that it and the other parties hereto have been
induced to enter into this Agreement by, among other things, the mutual waivers
and certifications in this Section.  SECTION 9.11      Headings.  Article and Section headings and
the Table of Contents used herein are for convenience of reference only, are
not part of this Agreement and shall not affect the construction of, or be
taken into consideration in interpreting, this Agreement.  SECTION 9.12      Treatment
of Certain Information; Confidentiality.  The Lender agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its Affiliates and to its and its Affiliates
respective partners, directors, officers, employees, agents, advisors and other
representatives (it being understood that the persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent
requested by any Governmental Authority or regulatory authority (including any
self-regulatory authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable Requirements of Law or by any subpoena
or similar legal process, (d) to any other party hereto, (e) in
connection with the exercise of any remedies hereunder or under any other
Transaction Document or any action or proceeding relating to this Agreement or
any other Transaction Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section 9.12, to (i) any
assignee of or  52


Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement, (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to any Borrower and
its obligations or (iii) any rating agency for the purpose of obtaining a
credit rating applicable to the Lender, (g) with the consent of Borrowers
or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes
available to the Lender or any of its Affiliates on a nonconfidential basis
from a source other than a Borrower.  For
purposes of this Section, Information
means all information received from a Borrower or any of its Subsidiaries
relating to a Borrower or any of its Subsidiaries or any of their respective
businesses, other than any such information that is available to the Lender on
a nonconfidential basis prior to disclosure by any Borrower or any of its
Subsidiaries; providedthat, in the case of
information received from any Borrower or any of its Subsidiaries after the
date hereof, such information is clearly identified at the time of delivery as
confidential.  Any person required to
maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such person has
exercised the same degree of care to maintain the confidentiality of such Information
as such person would accord to its own confidential information.  SECTION 9.13      USA
PATRIOT Act Notice.  The
Lender hereby notifies Borrowers that pursuant to the requirements of the
Patriot Act it is required to obtain, verify and record information that
identifies Borrowers, which information includes the name, address and tax
identification number of Borrowers and other information regarding Borrowers
that will allow the Lender to identify Borrowers in accordance with the Patriot
Act.  This notice is given in accordance
with the requirements of the Patriot Act and is effective as to the Lender.  SECTION 9.14      Interest
Rate Limitation. 
Notwithstanding anything herein to the contrary, if at any time the
interest rate applicable to any Loan, together with all fees, charges and other
amounts which are treated as interest on such Loan under applicable
Requirements of Law (collectively, the Charges),
shall exceed the maximum lawful rate (the Maximum Rate)
which may be contracted for, charged, taken, received or reserved by the Lender
holding such Loan in accordance with applicable Requirements of Law, the rate
of interest payable in respect of such Loan hereunder, together with all
Charges payable in respect thereof, shall be limited to the Maximum Rate and,
to the extent lawful, the interest and Charges that would have been payable in
respect of such Loan but were not payable as a result of the operation of this Section shall
be cumulated and the interest and Charges payable to the Lender in respect of
other Loans or periods shall be increased (but not above the Maximum Rate
therefor) until such cumulated amount, together with interest thereon at the
Federal Funds Effective Rate to the date of repayment, shall have been received
by the Lender.  SECTION 9.15      Structure
of Re-Warehousing Transaction.The Lender
acknowledges that the transactions involving the Re-Warehousing Business and
the Re-Warehousing SPV are still being structured with the potential
re-warehousing counterparty and that such transactions may take a form other
than the back-to-back master repurchase agreement structure currently
contemplated.  The Lender agrees that so
long as the final structure does not involve an Investment by any Company or by
the Companies in the aggregate in excess of the amount permitted pursuant to Section 6.04(f),
and provided that except for such Investment the structure is non-recourse to
each Company except the Re-Warehousing SPV, and provided further that the
Lender shall have had a reasonable opportunity to review near final and final
drafts of the documentation evidencing such structure and has confirmed the
foregoing is correct, such structure and the transactions contemplated thereby
shall be deemed approved by the Lender hereunder and Lender and the Borrowers
shall work in good faith to amend Article VI hereof to reflect that the
Re-Warehousing Business is in all respects permitted in its final form and not
subject to  53


anyrestrictionsnotapplicabletheretoontheClosingDatebecauseofanychangeinformofthere-warehousingtransactions.]  SECTION 9.16      Obligations
Absolute.  To the
fullest extent permitted by applicable Requirements of Law, all obligations of
the Borrowers hereunder shall be absolute and unconditional irrespective of:  (a)           any bankruptcy, insolvency, reorganization, arrangement,
readjustment, composition, liquidation or the like of any Borrower;  (b)           any lack of validity or enforceability of any Transaction
Document or any other agreement or instrument relating thereto against any
Borrower;  (c)           any change in the time, manner or place of payment of, or
in any other term of, all or any of the Obligations, or any other amendment or
waiver of or any consent to any departure from any Transaction Document or any
other agreement or instrument relating thereto;  (d)           any exchange, release or non-perfection of any property,
or any release or amendment or waiver of or consent to any departure from any
guarantee, for all or any of the Obligations;  (e)           any exercise or non-exercise, or any waiver of any right,
remedy, power or privilege under or in respect hereof or any Transaction
Document; or  (f)            any other circumstances which might otherwise constitute
a defense available to, or a discharge of, the Borrowers.  SECTION 9.17      EnforcementNotwithstanding anything to the contrary contained
herein or in any other Transaction Document, the authority to enforce rights
and remedies hereunder and under the other Transaction Documents against the
Borrowers or any of them shall be vested exclusively in, and all actions and
proceedings at law in connection with such enforcement shall be instituted and
maintained exclusively by, the Lender.  SECTION 9.18      Lender ConsentsTo the extent that the any action described
herein requires the consent of the Lender, the Lender shall use commercially
reasonable efforts to deliver its consent, or refusal to consent, within five (5) Business
days of receipt of a written request for such consent.  SECTION 9.19      Waiver of Deemed Guarantor RightsTo the extent that any Borrower is deemed to
be a guarantor of the obligations of the other Borrowers (Guaranteed
Obligations), and not a borrower itself, then such Borrower shall
be deemed to have waived, and hereby expressly waives, (i) diligence, presentment,
demand of payment, protest and all notices whatsoever, and any requirement that
the Lender exhaust any right, power or remedy or proceed against such other Borrowers
under this Agreement or any other Transaction Document or against any other Person
and (ii) any and all notice of the creation, renewal, extension, waiver,
termination or accrual of any of the Guaranteed Obligations and notice of or
proof of reliance by the Lender upon such Borrowers deemed guarantee or
acceptance of such deemed guarantee, and the Guaranteed Obligations, and any of
them, shall conclusively be deemed to have been created, contracted or incurred
in reliance upon such deemed guarantee, and all dealings between the other
Borrowers and the Lender shall likewise be conclusively presumed to have been
had or consummated in reliance upon such deemed guarantee.  54


SECTION 9.20      Pledge of Re-Warehousing SPV  Each Borrower agrees to (if it becomes the
owner of any Equity Interests in the Re-Warehousing SPV), and to cause each of
its Subsidiaries to (if it becomes the owner of any Equity Interests in the
Re-Warehousing SPV) work diligently and in good faith to, (i) grant a
first priority, perfected security interest in 100% of its Equity Interests in
the Re-Warehousing SPV to the Lender to secure the payment of the Obligations
and the performance of all other obligations under the Transaction Documents,
pursuant to documentation satisfactory in form and substance to the Lender and (ii) deliver
legal opinions satisfactory in form and substance to the Lender with respect to
such first priority, perfected security interest.  In the event the provisions of Section 9.15
are applicable because the structure of the Re-Warehousing Business changes in
a manner such that no the Re-Warehousing SPV is created (or, if despite working
diligently and in good faith to comply with the preceding sentence, it is not
possible to grant the contemplated security interest in 100% of the Equity
Interests in the Re-Warehousing SPV, including because of the refusal of the
applicable financing source or structuring agent to consent to such a grant),
the Borrowers will work diligently and in good faith to ensure that the Lender
receives a security interest and/or has such other rights as may be reasonably
necessary to ensure that the Lender has substantially similar rights and
protections as it would have if it had obtained a security interest in 100% of
the Equity Interests in the Re-Warehousing SPV. 
Each of the Lender and each Borrower agrees that the purpose of this
provision is to ensure that in the event any Borrower or any Subsidiary of any
Borrower is entitled to a return of any portion of the initial $10,000,000
investment in the Re-Warehousing SPV, in whatever form such investment may
take, that such returned investment is subject to a security interest in favor
of the Lender and the parties agree to work together in good faith to
accomplish that purpose.  [Signature Pages Follow]  55


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed by their respective authorized officers as
of the day and year first above written.  IMPAC
  MORTGAGE HOLDINGS, INC.By:
  /s/
  Ronald MorrisonName:
  Ronald
  MorrisonTitle:
  Executive
  Vice PresidentIMPAC
  FUNDING CORPORATIONBy:
  /s/
  Ronald MorrisonName:
  Ronald
  MorrisonTitle:
  Executive
  Vice PresidentIMPAC
  WAREHOUSE LENDING GROUP, INC.By:
  /s/
  Ronald MorrisonName:
  Ronald
  MorrisonTitle:
  Executive
  Vice PresidentINTEGRATED
  REAL ESTATE SERVICE CORP.By:
  /s/
  Todd TaylorName:
  Todd
  TaylorTitle:
  Chief Financial Officer  S-1


UBS
  REAL ESTATE SECURITIES, INC. as aLenderBy:
  /s/
  Robert CarpenterName:
  Robert
  CarpenterTitle:
  Executive
  DirectorBy:
  /s/
  Arnold JohnName:
  Arnold
  JohnTitle:
  Executive
  Director  S-2


Annex I  Applicable
Margin  Tranche
A Loans:  3.50%  Tranche
B Loans:  3.50%


Schedule 1  Non-recourse securitization trusts that have entered into hedge transactions  [See Attached]


Schedule 3.07  Equity Interests  [See Attached]


Schedule 6.01(b)  Existing Indebtedness  [See Attached]


Schedule 6.02(c)  Existing Liens  [See Attached]


Schedule 6.04(b)  Existing Investments  [See Attached]


Exhibit A  [Reserved]


Exhibit B  Form of Solvency/Financial Covenant Compliance Certificate  [See attached]


Exhibit C-1  Form of Tranche A Term Note  [See Attached]


Exhibit C-2  Form of Tranche B Term Note  [See Attached]