IMPAC FUNDING CORPORATION,
as Master Servicer,
IMPAC CMB TRUST SERIES 2004-10,
as Issuer
and
DEUTSCHE BANK NATIONAL TRUST COMPANY
as Indenture Trustee,
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AMENDMENT NO. 1 dated as of
December 28, 2004 to the
SERVICING AGREEMENT
Dated as of November 24, 2004
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Mortgage Loans
Impac CMB Trust Series 2004-10
________________________________________________________________________________
________________________________________________________________________________
AMENDMENT NO. 1 made as of this 28th day of December 2004, among Impac
Funding Corporation, as Master Servicer (the "Master Servicer" ), Impac CMB
Trust Series 2004-10, as Issuer (the "Issuer") and Deutsche Bank National Trust
Company, as Indenture Trustee (the "Indenture Trustee").
W I T N E S S E T H
WHEREAS, the Issuer, the Indenture Trustee and the Master Servicer
entered into a Servicing Agreement (the "Agreement") dated as of November 24,
2004, relating to the servicing of Mortgage Loans in connection with Impac CMB
Trust Series 2004-10; and
WHEREAS, the Issuer, the Master Servicer and the Indenture Trustee
desire to amend the terms of the Agreement pursuant to and in accordance with
Section 7.01 of the Agreement.
NOW, THEREFORE, in consideration of the mutual premises and agreements
herein, the Issuer, the Master Servicer and the Indenture Trustee agree as
follows:
1. Capitalized terms used herein and not defined herein shall have the
meanings assigned to such terms in the Agreement.
2. Effective as of December 28, 2004 the Servicing Agreement is hereby
amended as follows:
(A) The phrase "The Master Servicer may, on behalf of the Issuer, but
is not obligated to, repurchase from the Issuer any Mortgage Loan delinquent in
payment for a period of 90 days or longer for a price equal to the Repurchase
Price therefore," in Section 3.18 of the Servicing Agreement shall be deleted in
its entirety and replaced with the phrase "The Master Servicer may on behalf of
the Issuer, but is not obligated to, either purchase itself or sell to a
third-party, any Mortgage Loan delinquent in payment for a period of 90 days or
longer for a price equal to the Repurchase Price therefor."
(B) The following subsections shall be added to Section 3.13 of the
Servicing Agreement:
(f) The Master Servicer, on behalf of the Issuer, may also, in its
discretion, as an alternative to foreclosure, sell defaulted Mortgage
Loans at fair market value to third-parties, if the Master Servicer
reasonably believes that such sale would maximize proceeds to the
Securityholders in the aggregate (on a present value basis) with
respect to that Mortgage Loan.
(g) Furthermore, the Master Servicer will have the option to purchase,
at any one time, 1.00% (and in any case, at least 5 Mortgage Loans) of
the Mortgage Loans, by aggregate Stated Principal Balance of the
Mortgage Loans as of such date, at a price equal to the
1
Repurchase Price of such Mortgage Loans. The Mortgage Loans that may be
purchased by the Master Servicer pursuant to this paragraph will be
selected by the Master Servicer in its sole discretion. If at any time
the Master Servicer exercises such option, it shall immediately notify
or cause to be notified the Indenture Trustee and the Custodian by a
certification in the form of Exhibit B (which certification shall
include a statement to the effect that all amounts required to be
deposited in the Collection Account pursuant to Section 3.06 have been
or will be so deposited) of a Servicing Officer and shall request
delivery to it of the Mortgage File. Upon receipt of such certification
and request, the Custodian as agent for the Indenture Trustee shall
promptly release the related Mortgage Files to the Master Servicer.
IN WITNESS WHEREOF, the parties have caused this Amendment to the
Servicing Agreement to be executed by their respective officers thereunto duly
authorized as of the date first above written.
IMPAC FUNDING CORPORATION,
as Master Servicer
By: /s/ Xxxx X. Xxxxxxxx
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Name: Xxxx X. Xxxxxxxx
Title: Senior Vice President
IMPAC CMB TRUST SERIES 2004-10,
as Issuer
Wilmington Trust Company, not in its individual
capacity, but solely as Owner Trustee
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Financial Services Officer
DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Assistant Vice President
By: /s/ Xxxxx Xxxxxx
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Name: Xxxxx Xxxxxx
Title: Associate
Acknowledged and Agreed:
FINANCIAL GUARANTY INSURANCE COMPANY
By: /s/ Xxxx Xxxxxx
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Name: Xxxx Xxxxxx
Title: Vice President
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