JURISDICTIONS ANY MORTGAGE ASSIGNMENTS, ASSIGNMENTS OF TITLE
AND OTHER DOCUMENTS AS MAY BE NECESSARY OR ADVISABLE (IN THE REASONABLE
DETERMINATION OF UBS) IN CONNECTION WITH THE TRANSFER OF ANY MORTGAGE LOAN OR
REO PROPERTY CONTEMPLATED UNDER SECTION 1 HEREOF AND THE ASSIGNMENT AND
PERFECTION OF ANY RELATED MORTGAGES IN RESPECT OF THE SAME, (II) DELIVERING OR
TRANSFERRING TO UBS IMAGES OF EACH CREDIT FILE RELATING TO OBLIGORS ON MORTGAGE
LOANS, (III) DELIVERING OR TRANSFERRING TO UBS AN ACCURATE DATA TAPE IN RESPECT
OF SUCH MORTGAGE LOANS, OBLIGORS AND REO PROPERTY, AS APPLICABLE, (IV) ASSISTING
UBS WITH REASONABLE REQUESTS TO RESOLVE DOCUMENTATION ISSUES THAT MAY ARISE IN
CONNECTION WITH ANY ATTEMPT BY UBS TO FURTHER SELL OR TRANSFER THE MORTGAGE
LOANS AND/OR REO PROPERTY, (V) ENTERING INTO MUTUALLY ACCEPTABLE TERMINATION
ARRANGEMENTS WITH THE CUSTODIAN IN RESPECT OF THE CUSTODIAL AGREEMENT AND
(V) TAKING COMMERCIALLY REASONABLE EFFORTS TO DELIVER THE DOCUMENTS WHICH ARE
LISTED ON EXHIBIT B HERETO (THE "EXCEPTION REPORT DOCUMENTS"), AT THE DIRECTION
OF UBS, AS SOON AS POSSIBLE AFTER
6
the date hereof.
In connection with the foregoing undertakings, Impac hereby
authorizes UBS to execute, from time to time on its behalf, any endorsements,
assignments or other instruments of conveyance or transfer with respect to the
foregoing, and Impac hereby ratifies all that said attorneys shall lawfully do
or cause to be done by virtue hereof.
This power of attorney is a power coupled
with an interest and shall be irrevocable.
(B)
IF IMH, IFC AND IWLG FAIL TO DELIVER ANY
EXCEPTION REPORT DOCUMENT WITHIN 60 DAYS OF THE DATE HEREOF, THEN IMH, IFC AND
IWLG SHALL BE JOINTLY AND SEVERALLY OBLIGATED TO, AND SHALL, REPURCHASE THE
MORTGAGE LOAN RELATED TO SUCH EXCEPTION REPORT DOCUMENT FOR A PURCHASE PRICE
EQUAL TO (I) THE OUTSTANDING PRINCIPAL AMOUNT OF SUCH MORTGAGE LOAN AS OF THE
DATE OF SUCH REPURCHASE (PLUS ACCRUED INTEREST THEREON) MULTIPLIED BY (II) A
FRACTION, THE NUMERATOR OF WHICH IS EQUAL TO THE OUTSTANDING REPURCHASE PRICE
(AS DEFINED IN THE SECOND WHEREAS CLAUSE HEREOF) MINUS $55,000,000 AND THE
DENOMINATOR OF WHICH IS THE AGGREGATE OUTSTANDING PRINCIPAL AMOUNT OF ALL
MORTGAGE LOANS BEING TRANSFERRED TO UBS ON THE DATE HEREOF (AS SET FORTH ON
EXHIBIT A HERETO).
(C)
EACH OF IMH, IFC AND IWLG HEREBY AGREE THAT
AFTER THE DATE HEREOF, IT SHALL NOT, AND SHALL NOT PERMIT ANY SUBSIDIARY THEREOF
TO, CONTACT OR DIRECT ANY OTHER PERSON TO CONTACT (IN EACH CASE, WHETHER IN
WRITING, BY ELECTRONIC MAIL, TELEPHONICALLY OR OTHERWISE AND WHETHER DIRECTLY OR
INDIRECTLY) ANY MORTGAGOR WITH RESPECT TO A MORTGAGE LOAN TRANSFERRED TO UBS
HEREUNDER IN ORDER TO PROPOSE, SOLICIT, OR OFFER A REFINANCING OR MODIFICATION
WITH RESPECT TO SUCH MORTGAGE LOAN, OR ANY SALE OF THE RELATED MORTGAGED
PROPERTY OR FOR ANY OTHER REASON, IN EACH CASE, UNLESS UBS HAS CONSENTED TO SUCH
CONTACT IN WRITING; PROVIDED, THAT, THE FOREGOING SHALL NOT PRECLUDE IMH, IFC OR
IWLG OR ANY SUBSIDIARY THEREOF OR THEIR AGENTS FROM ENGAGING IN PROMOTIONS AND
SOLICITATIONS TO THE GENERAL