0001397403-14-000005 Sample Contracts

IMH FINANCIAL CORPORATION, and U.S. Bank National Association, as Trustee 4% Senior Subordinated Notes due 2019
Indenture • January 31st, 2014 • IMH Financial Corp • Real estate • New York

INDENTURE dated as of _________ __, 2014, between IMH Financial Corporation, a Delaware corporation (hereinafter called the “Company”), having its principal office at 7001 North Scottsdale Road, #2050, Scottsdale, Arizona 85253, and U.S. Bank National Association, a national banking association, as trustee hereunder (hereinafter called the “Trustee”).

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AGREEMENT Dated as of [_________], 2014 by and among NWRA VENTURES I, LLC,
Cash Management Agreement • January 31st, 2014 • IMH Financial Corp • Real estate • New York

This AGREEMENT (this “Agreement”), dated as of [_______], 2014 , is made by and among NWRA VENTURES I, LLC, a Delaware limited liability company (together with its successors and/or assigns, collectively, “NW Capital”), acting in its capacity as agent for the equal and ratable benefit of NW Capital and the Rights Offering Indenture Trustee (hereinafter defined), as trustee under the Rights Offering Trust Indenture (hereinafter defined) for the equal and ratable benefit of the Rights Offering Noteholders (hereinafter defined), and U.S. BANK NATIONAL ASSOCIATION (together with its permitted successors and/or assigns pursuant to Section 18, collectively, the “Exchange Offering Indenture Trustee”), as trustee under the Exchange Offering Trust Indenture (hereinafter defined) on behalf of and at the approval, direction and request of the Exchange Offering Noteholders (hereinafter defined).

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