EXHIBIT
IMPAC SECURED ASSETS CORP.,
as Depositor,
IMPAC FUNDING CORPORATION,
as Master Servicer,
and
BANKERS TRUST COMPANY OF CALIFORNIA, N.A.
as Trustee
---------------------------------
AMENDMENT NO. 1 dated as of
February 15, 2001 to the
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 2000
---------------------------------
Mortgage Pass-Through Certificates
Series 2000-3
AMENDMENT NO. 1 made as of this 15th day of February 2001,
among Impac Secured Assets Corp. (the "Depositor"), Impac Funding Corporation,
as master servicer (the "Master Servicer"), and Bankers Trust Company of
California, N.A., as trustee (the "Trustee").
W I T N E S S E T H
WHEREAS, the Depositor, the Trustee and the Master Servicer
entered into a Pooling and Servicing Agreement (the "Agreement") dated as of
September 1, 2000, relating to the issuance of Mortgage Pass-Through
Certificates, Series 2000-3; and
WHEREAS, the Depositor, the Master Servicer and the Trustee
desire to amend the terms of the Agreement pursuant to and in accordance with
Section 11.01 of the Agreement.
NOW, THEREFORE, in consideration of the mutual premises and
agreements herein, the Depositor, the Master Servicer and the 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. The first sentence of the first paragraph of Section 5.02(d)
of the Agreement is amended by deleting the following clauses: "Senior Support
Certificate," and ", Class M Certificate".
3. The third paragraph of Section 5.02(d) of the Agreement is
amended to read as follows:
In the case of the Senior Support Certificates, Class M Certificates
and Class B-1 Certificates no restrictions shall apply with respect to the
transfer or registration of transfer of a beneficial interest in any such Senior
Support Certificate, Class M Certificate or Class B-1 Certificate that is a
Book-Entry Certificate to a transferee that takes delivery in the form of a
beneficial interest in the Book-Entry Certificate; provided that each such
transferee shall be deemed to have represented that either: (i) such person is
not a Plan subject to ERISA or the Code (or comparable provisions of any
subsequent enactments) and is not acting, directly or indirectly, on behalf of
any such Plan or acquiring such Certificate with Plan Assets; (ii) in the case
of the Senior Support Certificate and Class M Certificate, it has acquired and
is holding such Class M Certificates in reliance on the availability of
Prohibited Transaction Exemption 2000-58 with respect to the purchase, sale and
holding of such Certificates and the servicing, operation and management of the
Trust, and that it understands that there are certain conditions to the
availability of the Prohibited Transaction Exemption 2000-58, including that the
Class M Certificates must be rated, at the time of purchase, not lower that
"BBB-" (or its equivalent) by Standard & Poor's, Fitch or Moody's Investors
Service, Inc; or (iii) the purchase of such Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code, will not subject the
Company, the Trustee or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement and the following conditions
are satisfied: (i) the transferee is an insurance company and the source of
funds used to purchase such Certificates is an "insurance company
i
general account" (as such term is defined in Prohibited Transaction Class
Exemption ("PTCE") 95- 60), (ii) the conditions set forth in Sections I and III
of PTCE 95-60 have been satisfied and (iii) there is no Plan with respect to
which the amount of such general account's reserves and liabilities for
contracts held by or on behalf of such Plan and all other Plans maintained by
the same employer (or any "affiliate" thereof, as defined in PTCE 95-60) or by
the same employee organization exceeds 10% of the total of all reserves and
liabilities of such general account (as determined under PTCE 95-60) as of the
date of the acquisition of such Certificates.
4. The fourth paragraph of Section 5.02(d) of the Agreement is
deleted in its entirety.
5. With respect to the Form of Class M Certificate provided as Exhibit
B-1 to the Agreement, the third paragraph of the face of the certificate and the
sixth paragraph of the body of the certificate are hereby amended to read
according as follows:
Any person purchasing a Class M Certificate, unless the Trustee shall
have received an Officer's Certificate to the effect that such restrictions no
longer apply, shall be deemed to have represented that either: (i) such person
is not a Plan subject to ERISA or the Code (or comparable provisions of any
subsequent enactments) and is not acting, directly or indirectly, on behalf of
any such Plan or acquiring such Certificate with Plan Assets; (ii) in the case
of the Class M Certificates, it has acquired and is holding such Class M
Certificates in reliance on the availability of Prohibited Transaction Exemption
2000-58 with respect to the purchase, sale and holding of such Certificates and
the servicing, operation and management of the Trust, and that it understands
that there are certain conditions to the availability of the Prohibited
Transaction Exemption 2000-58, including that the Class M Certificates must be
rated, at the time of purchase, not lower that "BBB-" (or its equivalent) by
Standard & Poor's, Fitch or Moody's Investors Service, Inc; or (iii) the
purchase of such Certificate is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code, will not subject the Company, the Trustee or the
Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in this Agreement and the following conditions are satisfied: (i) the
transferee is an insurance company and the source of funds used to purchase such
Certificates is an "insurance company general account" (as such term is defined
in Prohibited Transaction Class Exemption ("PTCE") 95-60), (ii) the conditions
set forth in Sections I and III of PTCE 95-60 have been satisfied and (iii)
there is no Plan with respect to which the amount of such general account's
reserves and liabilities for contracts held by or on behalf of such Plan and all
other Plans maintained by the same employer (or any "affiliate" thereof, as
defined in PTCE 95-60) or by the same employee organization exceeds 10% of the
total of all reserves and liabilities of such general account (as determined
under PTCE 95-60) as of the date of the acquisition of such Certificates.
ii
IN WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee
have caused their duly authorized representatives to execute and deliver this
instrument as of the date first above written.
IMPAC SECURED ASSETS CORP.
By: /s/ Richard J. Johnson
-------------------------
Name: Richard J. Johnson
Title: Executive Vice President,
Chief Financial Officer
IMPAC FUNDING CORPORATION
By: /s/ Lisa A. Duehring
----------------------
Name: Lisa A. Duehring
Title: Senior Vice President
BANKERS TRUST COMPANY OF CALIFORNIA,
N.A.
By: /s/ Paul T. Liu
----------------------
Name: Paul T. Liu
Title: Vice President
iii