PUBLIC BY NEWSPAPER, RADIO, TELEVISION OR OTHER
MEDIA WHICH ARE NOT DIRECTED SPECIFICALLY TOWARD SUCH MORTGAGORS.
13.
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING UPON EACH OF THE PARTIES HERETO AS WELL AS THE SUCCESSORS AND ASSIGNS OF
EACH OF THE PARTIES HERETO.
IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF
THIS AGREEMENT AND THE TERMS OF THE CREDIT AGREEMENT, THIS AGREEMENT SHALL
PREVAIL.
14.
NO THIRD PARTY BENEFICIARIES.
THIS
AGREEMENT AND THE PROVISIONS HEREUNDER ARE MADE SOLELY FOR THE BENEFIT OF THE
PARTIES HERETO AND MAY NOT BE RELIED UPON OR ENFORCED BY ANY OTHER PERSON
(EXCEPT AND ONLY TO THE EXTENT EXPRESSLY STATED OTHERWISE HEREIN).
15.
CONFIDENTIALITY.
THE PARTIES HERETO AGREE
TO KEEP CONFIDENTIAL, AND NOT TO PUBLISH, DISCLOSE OR OTHERWISE DIVULGE TO ANY
PERSON OR ENTITY THE EXISTENCE OR ANY TERMS OF THIS AGREEMENT (AND TO CAUSE ITS
OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES TO KEEP CONFIDENTIAL,
AND NOT TO PUBLISH, DISCLOSE OR OTHERWISE DIVULGE TO ANY PERSON OR ENTITY THE
EXISTENCE OR ANY TERMS OF THIS AGREEMENT), EXCEPT THAT SUCH PARTIES ARE
PERMITTED TO DISCLOSE THE EXISTENCE AND TERMS OF THIS AGREEMENT (I) TO SUCH OF
ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES AS NEED TO KNOW
SUCH INFORMATION IN CONNECTION WITH THE PERFORMANCE OF THEIR RESPECTIVE
RESPONSIBILITIES IN SUCH CAPACITIES, AND (II) TO THE EXTENT REQUIRED BY
APPLICABLE LAWS AND REGULATIONS, BY ANY SUBPOENA OR SIMILAR LEGAL PROCESS, OR BY
ORDER OF ANY COURT OF COMPETENT JURISDICTION.
UBS RECOGNIZES THAT IMH WILL BE
REQUIRED TO FILE THIS AGREEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION AND
HEREBY CONSENTS TO THAT FILING.
IMH SHALL NOT ISSUE ANY PRESS RELEASE
ASSOCIATED WITH THE TRANSACTIONS CONTEMPLATED HEREBY AND BY THE CREDIT AGREEMENT
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without UBS first having an opportunity and review and approve the content of
such press release, which approval shall not be unreasonably withheld or
delayed.
In connection with any such press release, IMH agrees to use its best
efforts to deliver a draft thereof for purposes of UBS review and approval at
least two business days' in advance of the date of intended publication.
16.
COSTS AND EXPENSES.
EACH PARTY HERETO
AGREES TO BEAR ITS OWN COSTS AND EXPENSES (INCLUDING THE FEES AND EXPENSES OF
COUNSEL OR SPECIAL COUNSEL TO SUCH PARTY) IN CONNECTION WITH THE PREPARATION,
NEGOTIATION AND EXECUTION OF THIS AGREEMENT AND THE CREDIT AGREEMENT.
FOR THE
AVOIDANCE OF DOUBT, THE FOREGOING SENTENCE SHALL NOT BE DEEMED A LIMITATION IN
RESPECT OF THE SURVIVAL OF CERTAIN INDEMNIFICATION OBLIGATIONS OF IMPAC AS
DESCRIBED IN THE LAST PARAGRAPH OF SECTION 3 ABOVE.
17.
WAIVER.
IN CONNECTION WITH IMPAC'S RELEASE
OF CLAIMS AGAINST UBS HEREUNDER, IMPAC HEREBY WAIVES THE BENEFITS OF
SECTION 1542 OF THE CALIFORNIA CIVIL CODE AND ANY OTHER LAW PROHIBITING THE
WAIVER OF CLAIMS THAT ARE NOT KNOW AT THE TIME OF THE GIVING OF SUCH WAIVER.
[SIGNATURES FOLLOW]
8
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the date first written above.
IMPAC MORTGAGE