Unassociated Document


     

    Exhibit
      4.1


     

    IMPAC
      SECURED ASSETS CORP.,

     

    Depositor,

     

    IMPAC
      FUNDING CORPORATION

     

    Master
      Servicer,

     

    and

     

    [NAME
      OF
      TRUSTEE]

     

    Trustee

     

    POOLING
      AND SERVICING AGREEMENT

     

    DATED
      AS
      OF __________ 1, 200_

     

    ________________________

     

    ASSET-BACKED
      CERTIFICATES

     

    SERIES
      200_-_

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    


     

    TABLE
      OF
      CONTENTS

    

      
        	
                ARTICLE
                  I

              
	
                DEFINITIONS

              
	 
	
                Section
                  1.01.

              	
                Defined
                  Terms.

              
	
                Section
                  1.02.

              	
                Determination
                  of LIBOR.

              
	
                Section
                  1.03.

              	
                Allocation
                  of Certain Interest Shortfalls.

              
	 
	
                ARTICLE
                  II

              
	
                CONVEYANCE
                  OF MORTGAGE LOANS

              
	 	 
	
                Section
                  2.01.

              	
                Conveyance
                  of Mortgage Loans.

              
	
                Section
                  2.02.

              	
                Acceptance
                  of the Trust Fund by the Trustee.

              
	
                Section
                  2.03.

              	
                Representations,
                  Warranties and Covenants of the Master Servicer and the
                  Depositor.

              
	
                Section
                  2.04.

              	
                Representations
                  and Warranties of the Sponsor.

              
	
                Section
                  2.05.

              	
                Issuance
                  of Certificates; Conveyance of REMIC 1 Regular Interests and REMIC
                  2
                  Regular Interests and Acceptance of REMIC 2 REMIC 3 by the
                  Trustee.

              
	
                Section
                  2.06.

              	
                [reserved].

              
	
                Section
                  2.07.

              	
                Purposes
                  and Powers of the Trust.

              
	 
	
                ARTICLE
                  III

              
	
                ADMINISTRATION
                  AND SERVICING OF THE TRUST FUND

              
	 	 
	
                Section
                  3.01.

              	
                Master
                  Servicer to Act as Master Servicer.

              
	
                Section
                  3.02.

              	
                Sub-Servicing
                  Agreements Between Master Servicer and Sub-Servicers.

              
	
                Section
                  3.03.

              	
                Successor
                  Sub-Servicers.

              
	
                Section
                  3.04.

              	
                Liability
                  of the Master Servicer.

              
	
                Section
                  3.05.

              	
                No
                  Contractual Relationship Between Sub-Servicers and Trustee or
                  Certificateholders.

              
	
                Section
                  3.06.

              	
                Assumption
                  or Termination of Sub-Servicing Agreements by Trustee.

              
	
                Section
                  3.07.

              	
                Collection
                  of Certain Mortgage Loan Payments.

              
	
                Section
                  3.08.

              	
                Sub-Servicing
                  Accounts.

              
	
                Section
                  3.09.

              	
                Collection
                  of Taxes, Assessments and Similar Items; Servicing
                  Accounts.

              
	
                Section
                  3.10.

              	
                Custodial
                  Account.

              
	
                Section
                  3.11.

              	
                Permitted
                  Withdrawals From the Custodial Account.

              
	
                Section
                  3.12.

              	
                Permitted
                  Investments.

              
	
                Section
                  3.13.

              	
                Maintenance
                  of Primary Hazard Insurance.

              
	
                Section
                  3.14.

              	
                Enforcement
                  of Due-on-Sale Clauses; Assumption Agreements.

              
	
                Section
                  3.15.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              
	
                Section
                  3.16.

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              
	
                Section
                  3.17.

              	
                Servicing
                  Compensation.

              
	
                Section
                  3.18.

              	
                Maintenance
                  of Certain Servicing Policies.

              
	
                Section
                  3.19.

              	
                Annual
                  Statement as to Compliance.

              
	
                Section
                  3.20.

              	
                Assessments
                  of Compliance and Attestation Reports.

              
	
                Section
                  3.21.

              	
                Access
                  to Certain Documentation.

              
	
                Section
                  3.22.

              	
                Title,
                  Conservation and Disposition of REO Property.

              
	
                Section
                  3.23.

              	
                Additional
                  Obligations of the Master Servicer.

              
	
                Section
                  3.24.

              	
                Additional
                  Obligations of the Depositor.

              
	
                Section
                  3.25.

              	
                Exchange
                  Act Reporting.

              
	
                Section
                  3.26.

              	
                Intention
                  of the Parties and Interpretation

              
	
                Section
                  3.27.

              	
                Realization
                  Upon Commercial or Mixed-Use Loans.

              
	
                Section
                  3.28.

              	
                Title
                  and Management of REO Properties Related to Commercial or Mixed-Use
                  Loans.

              
	
                Section
                  3.29.

              	
                Sale
                  of Specially Serviced Mortgage Loans and Related REO
                  Properties.

              
	
                Section
                  3.30.

              	
                Transfer
                  of Servicing Between Master Servicer and Special Servicer; Record
                  Keeping.

              
	
                Section
                  3.31.

              	
                Inspections.

              
	
                Section
                  3.32.

              	
                Available
                  Information and Notices.

              
	 
	
                ARTICLE
                  IV

              
	
                PAYMENTS
                  TO CERTIFICATEHOLDERS

              
	 	 
	
                Section
                  4.01.

              	
                Distributions.

              
	
                Section
                  4.02.

              	
                Statements
                  to Certificateholders.

              
	
                Section
                  4.03.

              	
                Remittance
                  Reports; Advances by the Master Servicer.

              
	
                Section
                  4.04.

              	
                Distributions
                  on the REMIC Regular Interests.

              
	
                Section
                  4.05.

              	
                Allocation
                  of Realized Losses.

              
	
                Section
                  4.06.

              	
                Information
                  Reports to Be Filed by the Master Servicer.

              
	
                Section
                  4.07.

              	
                Compliance
                  with Withholding Requirements.

              
	
                Section
                  4.08.

              	
                Net
                  WAC Shortfall Reserve Fund.

              
	
                Section
                  4.09.

              	
                Supplemental
                  Interest Trust.

              
	
                Section
                  4.10.

              	
                The
                  Certificate Guaranty Insurance Policy.

              
	 
	
                ARTICLE
                  V

              
	
                THE
                  CERTIFICATES

              
	 	 
	
                Section
                  5.01.

              	
                The
                  Certificates.

              
	
                Section
                  5.02.

              	
                Registration
                  of Transfer and Exchange of Certificates.

              
	
                Section
                  5.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              
	
                Section
                  5.04.

              	
                Persons
                  Deemed Owners.

              
	
                Section
                  5.05.

              	
                Rule
                  144A Information.

              
	 
	
                ARTICLE
                  VI

              
	
                THE
                  DEPOSITOR AND THE MASTER SERVICER

              
	 	 
	
                Section
                  6.01.

              	
                Liability
                  of the Depositor and the Master Servicer.

              
	
                Section
                  6.02.

              	
                Merger,
                  Consolidation or Conversion of the Depositor or the Master
                  Servicer.

              
	
                Section
                  6.03.

              	
                Limitation
                  on Liability of the Depositor, the Master Servicer and
                  Others.

              
	
                Section
                  6.04.

              	
                Limitation
                  on Resignation of the Master Servicer.

              
	
                Section
                  6.05.

              	
                Sale
                  and Assignment of Master Servicing.

              
	 
	
                ARTICLE
                  VII

              
	
                DEFAULT

              
	 	 
	
                Section
                  7.01.

              	
                Events
                  of Default.

              
	
                Section
                  7.02.

              	
                Trustee
                  to Act; Appointment of Successor.

              
	
                Section
                  7.03.

              	
                Notification
                  to Certificateholders.

              
	
                Section
                  7.04.

              	
                Waiver
                  of Events of Default.

              
	
                Section
                  7.05.

              	
                List
                  of Certificateholders.

              
	 
	
                ARTICLE
                  VIII

              
	
                CONCERNING
                  THE TRUSTEE

              
	 	 
	
                Section
                  8.01.

              	
                Duties
                  of Trustee.

              
	
                Section
                  8.02.

              	
                Certain
                  Matters Affecting the Trustee.

              
	
                Section
                  8.03.

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              
	
                Section
                  8.04.

              	
                Trustee
                  May Own Certificates.

              
	
                Section
                  8.05.

              	
                Trustee’s
                  Fees.

              
	
                Section
                  8.06.

              	
                Eligibility
                  Requirements for Trustee.

              
	
                Section
                  8.07.

              	
                Resignation
                  and Removal of the Trustee.

              
	
                Section
                  8.08.

              	
                Successor
                  Trustee.

              
	
                Section
                  8.09.

              	
                Merger
                  or Consolidation of Trustee.

              
	
                Section
                  8.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              
	 
	
                ARTICLE
                  IX

              
	
                TERMINATION

              
	 	 
	
                Section
                  9.01.

              	
                Termination
                  Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase
                  of
                  Certificates.

              
	
                Section
                  9.02.

              	
                Termination
                  of REMIC 2.

              
	
                Section
                  9.03.

              	
                Additional
                  Termination Requirements.

              
	 
	
                ARTICLE
                  X

              
	
                REMIC
                  PROVISIONS

              
	 	 
	
                Section
                  10.01.

              	
                REMIC
                  Administration.

              
	
                Section
                  10.02.

              	
                Prohibited
                  Transactions and Activities.

              
	
                Section
                  10.03.

              	
                Master
                  Servicer and Trustee Indemnification.

              
	 
	
                ARTICLE
                  XI

              
	
                MISCELLANEOUS
                  PROVISIONS

              
	 	 
	
                Section
                  11.01.

              	
                Amendment.

              
	
                Section
                  11.02.

              	
                Recordation
                  of Agreement; Counterparts.

              
	
                Section
                  11.03.

              	
                Limitation
                  on Rights of Certificateholders.

              
	
                Section
                  11.04.

              	
                Governing
                  Law.

              
	
                Section
                  11.05.

              	
                Notices.

              
	
                Section
                  11.06.

              	
                Severability
                  of Provisions.

              
	
                Section
                  11.07.

              	
                Successors
                  and Assigns.

              
	
                Section
                  11.08.

              	
                Article
                  and Section Headings.

              
	
                Section
                  11.09.

              	
                Notice
                  to Rating Agencies.

              
	
                Section
                  11.10.

              	
                Rights
                  of the Certificate Insurer.

              
	
                Section
                  11.11.

              	
                Third
                  Party Rights.

              


      

      
Signatures

    

    Acknowledgments

    
 

    
      
        	
                Exhibit
                  A

              	
                Form
                  of Class A Certificate

              
	
                Exhibit
                  B-1

              	
                Form
                  of Class M Certificate

              
	
                Exhibit
                  B-2

              	
                Form
                  of Class C Certificate

              
	
                Exhibit
                  B-3

              	
                Form
                  of Class P Certificate

              
	
                Exhibit
                  B-4

              	
                Form
                  of Class R Certificate

              
	
                Exhibit
                  C

              	
                Form
                  of Custodian Initial Certification

              
	
                Exhibit
                  D

              	
                Form
                  of Custodian Final Certification

              
	
                Exhibit
                  E

              	
                Form
                  of Remittance Report

              
	
                Exhibit
                  F-1

              	
                Request
                  for Release

              
	
                Exhibit
                  F-2

              	
                Request
                  for Release for Mortgage Loans Paid in Full

              
	
                Exhibit
                  G-1

              	
                Form
                  of Investor Representation Letter

              
	
                Exhibit
                  G-2

              	
                Form
                  of Transferor Representation Letter

              
	
                Exhibit
                  G-3

              	
                Form
                  of Rule 144A Investment Representation

              
	
                Exhibit
                  G-4

              	
                Transferor
                  Certificate for Transfers of Residual Certificates

              
	
                Exhibit
                  G-5

              	
                Transfer
                  Affidavit and Agreement for Transfers of Residual
                  Certificates

              
	
                Exhibit
                  H

              	
                Mortgage
                  Loan Schedule

              
	
                Exhibit
                  I

              	
                Sponsor
                  Representations and Warranties

              
	
                Exhibit
                  J

              	
                Form
                  of Notice Under Section 3.24

              
	
                Exhibit
                  K

              	
                Impac
                  Funding Corporation Servicing Guide

              
	
                Exhibit
                  L-1

              	
                Form
                  10-K Certification

              
	
                Exhibit
                  L-2

              	
                Form
                  10-K Back-up Certification (Master Servicer)

              
	
                Exhibit
                  L-3

              	
                Form
                  10-K Back-up Certification (Trustee)

              
	
                Exhibit
                  L-4

              	
                Form
                  of Back-up Certification to Form 10-K Certificate

              
	
                Exhibit
                  M

              	
                Form
                  of Swap Agreement

              
	
                Exhibit
                  N

              	
                Servicing
                  Criteria to Be Addressed in Assessment of Compliance

              
	
                Exhibit
                  O

              	
                Form
                  10-D, Form 8-K And Form 10-K Reporting
                  Responsibility

              


      

      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    This
      Pooling and Servicing Agreement (this “Agreement”), dated and effective as of
      __________ 1, 200_, is entered into among Impac Secured Assets Corp., as
      depositor (the “Depositor”), [NAME OF MASTER SERVICER] [IMPAC
      FUNDING CORPORATION],
      as
      master servicer (the “Master Servicer”), and [NAME OF TRUSTEE], as trustee (the
“Trustee”).

    


    PRELIMINARY
      STATEMENT

     

    The
      Depositor intends to sell pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple classes, which in the
      aggregate will evidence the entire beneficial ownership interest in the Trust
      Fund created hereunder. The Certificates will consist of nineteen Classes of
      certificates, designated as (i) the Class A Certificates, (ii) the Class M
      Certificates, (iii) the Class B Certificates, (iv) the Class P Certificates,
      (v)
      the Class C Certificates and (vi) the Class R Certificates.

    REMIC
      1

     

    As
      provided in this Agreement, the Trustee will make an election to treat the
      segregated pool of assets consisting of the Mortgage Loans and certain other
      related assets subject to this Agreement as a real estate mortgage investment
      conduit (a “REMIC”) for federal income tax purposes, and such segregated pool of
      assets will be designated as “REMIC 1.” The Class R-1 Interest will represent
      the sole Class of “residual interests” in REMIC 1 for purposes of the REMIC
      Provisions (as defined in this Agreement) under federal income tax law. The
      following table irrevocably sets forth the designation, the Uncertificated
      REMIC
      1 Pass-Through Rate, the initial Uncertificated Principal Balance, and solely
      for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),
      the
“latest possible maturity date” for each of the REMIC 1 Regular Interests. None
      of the REMIC 1 Regular Interests will be certificated.

     

    
      	
              Designation

            	 	
              Uncertificated
                REMIC
                1

              Pass-Through
                Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              A-I

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-1-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-1-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-2-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-2-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-3-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-3-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-4-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-4-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-5-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-5-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-6-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-6-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-7-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-7-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-8-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-8-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-9-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-9-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-10-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-10-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-11-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-11-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-12-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-12-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-13-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-13-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-14-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-14-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-15-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-15-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-16-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-16-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-17-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-17-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-18-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-18-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-19-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-19-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-20-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-20-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-21-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-21-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-22-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-22-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-23-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-23-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-24-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-24-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-25-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-25-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-26-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-26-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-27-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-27-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-28-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-28-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-29-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-29-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-30-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-30-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-31-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-31-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-32-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-32-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-33-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-33-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-34-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-34-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-35-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-35-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-36-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-36-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-37-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-37-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-38-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-38-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-39-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-39-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-40-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-40-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-41-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-41-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-42-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-42-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-43-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-43-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-44-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-44-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-45-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-45-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-46-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-46-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-47-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-47-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-48-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-48-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-49-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-49-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-50-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-50-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-51-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-51-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-52-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-52-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-53-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-53-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-54-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-54-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-55-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-55-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-56-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-56-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-57-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-57-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-58-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-58-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-59-A

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              I-59-B

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 
	
              P

            	 	
              Variable(2)

            	 	
              $

            	 	 	 	 


    

    ________________

    (1) 
       For
      purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the first
      Distribution Date immediately following the maturity date for the Mortgage
      Loan
      with the latest maturity date has been designated as the “latest possible
      maturity date” for each REMIC 1 Regular Interest.

    (2)  
       Calculated
      in accordance with the definition of “Uncertifcated REMIC 1 Pass-Through Rate”
herein.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    REMIC
      2

     

    As
      provided in this Agreement, the Trustee will make an election to treat the
      segregated pool of assets consisting of the REMIC 1 Regular Interests as a
      REMIC
      for federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC 2”. The Class R-2 Interest will represent the sole Class of
“residual interests” in REMIC 2 for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the designation, the Uncertificated
      REMIC
      2 Pass-Through Rate, the initial Uncertificated Principal Balance, and solely
      for purposes of satisfying Treasury regulation Section 1.860G-1(a)(4)(iii),
      the
“latest possible maturity date” for each of the REMIC 2 Regular Interests. None
      of the REMIC 2 Regular Interests will be certificated.

     

    


    
      	
              Designation

            	
              Uncertificated
                REMIC 2 Pass-Through
                Rate

            	 	
              Initial
                Uncertificated

              Principal
                Balance

            	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              AA

            	
              Variable(2)

            	
              $

            	 	 
	
              A-1

            	
              Variable(2)

            	
              $

            	 	 
	
              A-1M

            	
              Variable(2)

            	
              $

            	 	 
	
              A-1W

            	
              Variable(2)

            	
              $

            	 	 
	
              A-2A

            	
              Variable(2)

            	
              $

            	 	 
	
              A-2B

            	
              Variable(2)

            	
              $

            	 	 
	
              A-2C

            	
              Variable(2)

            	
              $

            	 	 
	
              A-2D

            	
              Variable(2)

            	
              $

            	 	 
	
              M-1

            	
              Variable(2)

            	
              $

            	 	 
	
              M-2

            	
              Variable(2)

            	
              $

            	 	 
	
              M-3

            	
              Variable(2)

            	
              $

            	 	 
	
              M-4

            	
              Variable(2)

            	
              $

            	 	 
	
              M-5

            	
              Variable(2)

            	
              $

            	 	 
	
              M-6

            	
              Variable(2)

            	
              $

            	 	 
	
              M-7

            	
              Variable(2)

            	
              $

            	 	 
	
              M-8

            	
              Variable(2)

            	
              $

            	 	 
	
              B

            	
              Variable(2)

            	
              $

            	 	 
	
              ZZ

            	
              Variable(2)

            	
              $

            	 	 
	
              P

            	
              Variable(2)

            	
              $

            	 	 
	
              IO

            	
              Variable(2)

            	 	 	 


    

    ___________________

     

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the maturity date for the
                Mortgage Loan with the latest possible maturity date has been designated
                as the “latest possible maturity date” for each REMIC 2 Regular
                Interest.

            


    

     

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “Uncertificated REMIC 2 Pass-Through
                Rate” in this Agreement.

            


    

     

    
      	
              (3)

            	
              REMIC
                2 Regular Interest IO will not have an Uncertificated Principal Balance,
                but will accrue interest on its Uncertificated Notional
                Amount.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      3

     

    As
      provided in this Agreement, the Trustee will make an election to treat the
      segregated pool of assets consisting of the REMIC 2 Regular Interests as a
      REMIC
      for federal income tax purposes, and such segregated pool of assets will be
      designated as “REMIC 3”. The Class R-3 Interest will represent the sole Class of
“residual interests” in REMIC 3 for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the Class designation, Pass-Through
      Rate
      and Initial Certificate Principal Balance for each Class of Certificates that
      represents one or more of the “regular interests” in REMIC 3 created
      hereunder:

     

    
      	
              Class
                Designation

            	
              Initial
                Certificate Principal Balance

            	
              Pass-Through
                Rate

            	
              Assumed
                Final Maturity Date(1)

            
	
              A-1

            	 	
              Variable(2)

            	 
	
              A-1M

            	 	
              Variable(2)

            	 
	
              A-1W

            	 	
              Variable(2)

            	 
	
              A-2A

            	 	
              Variable(2)

            	 
	
              A-2B

            	 	
              Variable(2)

            	 
	
              A-2C

            	 	
              Variable(2)

            	 
	
              A-2D

            	 	
              Variable(2)

            	 
	
              M-1

            	 	
              Variable(2)

            	 
	
              M-2

            	 	
              Variable(2)

            	 
	
              M-3

            	 	
              Variable(2)

            	 
	
              M-4

            	 	
              Variable(2)

            	 
	
              M-5

            	 	
              Variable(2)

            	 
	
              M-6

            	 	
              Variable(2)

            	 
	
              M-7

            	 	
              Variable(2)

            	 
	
              M-8

            	 	
              Variable(2)

            	 
	
              B

            	 	
              Variable(2)

            	 
	
              Class
                C

            	 	
              Variable(2)

            	 
	
              Class
                P

            	 	
              N/A(4)

            	 


    

    ___________________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the maturity date for the
                Mortgage Loan with the latest possible maturity date has been designated
                as the “latest possible maturity date” for each Class of Certificates that
                represents one or more of the “regular interests” in REMIC
                3.

            


    

     

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “Pass-Through Rate” in this
                Agreement.

            


    

     

    
      	
              (3)

            	
              The
                Class C Certificates will accrue interest at their variable Pass-Through
                Rate on the Notional Amount of the Class C Certificates outstanding
                from
                time to time which shall equal the aggregate of the Uncertificated
                Principal Balances of the REMIC 1 Regular Interests. The Class C
                Certificates will not accrue interest on their Certificate Principal
                Balance.

            


    

     

    
      	
              (4)

            	
              The
                Class P Certificates do not accrue
                interest.

            


    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I

     

    DEFINITIONS

     

    Section
      1.01.  Defined
      Terms.

     

    Whenever
      used in this Agreement, the following words and phrases, unless the context
      otherwise requires, shall have the meanings specified in this Article.


     

    “Accrual
      Period” With respect to the Class C Certificates and each Distribution Date, the
      calendar month prior to the month of such Distribution Date. With respect to
      the
      Offered Certificates (i) with respect to the Distribution Date in January 2006,
      the period commencing on the Closing Date and ending on the day preceding the
      Distribution Date in January 2006, and (ii) with respect to any Distribution
      Date thereafter, the period commencing on the Distribution Date in the month
      immediately preceding the month in which such Distribution Date occurs and
      ending on the day preceding such Distribution Date. Unless otherwise specified,
      all calculations in respect of interest on the Class A Certificates (other
      than
      the Class A-1 Certificates), the Class M-1 Certificates, the Class C
      Certificates, the REMIC 1 Regular Interests and the REMIC 2 Regular Interests
      shall be made on the basis of a 360-day year consisting of twelve 30-day months.
      Unless otherwise specified, all calculations in respect of interest on the
      Class
      A-1, Class M-2 and Class M-3 Certificates shall accrue on the basis of a 360-day
      year and the actual number of days in the related Accrual Period. The Class
      P
      Certificates and the Class R Certificates do not accrue interest.

     

    “Advance”
      As to any Mortgage Loan, any advance made by the Subservicer or Master Servicer
      on any Distribution Date pursuant to Section 4.03.

     

    “Affected
      Party” As defined in the Swap Agreement.

     

    “Affiliate”
      With respect to any Person, any other Person controlling, controlled by or
      under
      common control with such Person. For purposes of this definition, “control”
means the power to direct the management and policies of a Person, directly
      or
      indirectly, whether through ownership of voting securities, by contract or
      otherwise and “controlling” and “controlled” shall have meanings correlative to
      the foregoing.

     

    “Aggregate
      Stated Principal Balance” As of any date of determination, the aggregate Stated
      Principal Balance of the Mortgage Loans.

     

    “Agreement”
      This Pooling and Servicing Agreement and all amendments hereof.

     

    “Allocated
      Realized Loss Amount” With respect to any Distribution Date and any Class of
      Offered Certificates, an amount equal to the sum of any Allocated Realized
      Loss
      Amount allocated to that Class of Certificates on that Distribution Date (other
      than, with respect to the Class A-1W Certificates, an Allocated Realized Loss
      Amount which was covered by the Certificate Guaranty Insurance Policy) and
      any
      Allocated Realized Loss Amount for that Class remaining unpaid from any previous
      Distribution Date.

     

    “Assessment
      of Compliance” As defined in Section 3.20

     

    “Assignment”
      An assignment of Mortgage, notice of transfer or equivalent instrument, in
      recordable form, which is sufficient under the laws of the jurisdiction wherein
      the related Mortgaged Property is located to reflect of record the sale of
      the
      Mortgage.

     

    “Attestation
      Report” As defined in Section 3.20

     

    “Available
      Distribution Amount” With respect to any Distribution Date, an amount equal to
      (a) the sum of (i) the balance on deposit in the Custodial Account as of the
      close of business on the related Determination Date, (ii) the aggregate amount
      of any Advances made and all amounts required to be paid by the Master Servicer
      pursuant to Sections 3.13 and 3.23 by deposits into the Certificate Account
      on
      the immediately preceding Certificate Account Deposit Date, (iii) the aggregate
      amount of Mortgage Loan purchases made pursuant to Section 9.01, (iv) the
      aggregate amount required to be deposited by the Master Servicer pursuant to
      Section 4.01(h) and (v) Insurance Proceeds, Liquidation Proceeds, Subsequent
      Recoveries, Principal Prepayments, REO Proceeds and the proceeds of Mortgage
      Loan purchases made pursuant to Sections 2.02, 2.04 or 3.14, in each case
      received or made during the related Prepayment Period, reduced by (b) the sum,
      as of the close of business on the related Determination Date, of (i) Monthly
      Payments collected but due during a Due Period subsequent to the Due Period
      ending on the first day of the month of the related Distribution Date, (ii)
      all
      interest or other income earned on deposits in the Custodial Account or the
      Certificate Account, (iii) any other amounts reimbursable or payable to the
      Trustee, Master Servicer or any Sub-Servicer pursuant to Section 3.11, (iv)
      the
      Master Servicing Fees, the Sub-Servicing Fees and the fees of the Trustee
      payable on such Distribution Date, (v) any amounts in respect of the premium
      payable to PMI Insurer under the PMI Insurer Policy, (vi) the Policy Premium
      payable to the Certificate Insurer and, (vii) amounts payable by the Trust
      Fund
      to the Swap Administrator in respect of Net Swap Payments and Swap Termination
      Payments other than Swap Termination Payments resulting from a Swap Provider
      Trigger Event (and to the extent not paid by the Swap Administrator from any
      upfront payment received pursuant to any replacement interest rate swap
      agreement that may be entered into by the Supplemental Interest Trust Trustee),
      and (viii) amounts on deposit in the Custodial Account representing any
      Prepayment Charges or Master Servicer Prepayment Charge Payment
      Amounts.

     

    “Balloon
      Loan” Each of the Mortgage Loans identified in the Mortgage Loan Schedule as
      having an original term to maturity that is shorter than the related
      amortization term.

     

    “Balloon
      Payment” With respect to any Balloon Loan, the related Monthly Payment payable
      on the stated maturity date of such Balloon Loan.

     

    “Bankruptcy
      Code” The Bankruptcy Code of 1978, as amended.

     

    “Basic
      Principal Distribution Amount” With respect to any Distribution Date, the excess
      of (i) the Principal Remittance Amount and the Insured Amount, if any, for
      such
      Distribution Date over (ii) the Overcollateralization Release Amount, if any,
      for such Distribution Date.

     

    “Book-Entry
      Certificate” Any Certificate registered in the name of the Depository or its
      nominee.

     

    “Beneficial
      Owner” With respect to any Certificate, the Person who is the beneficial owner
      of such Certificate as reflected on the books of the Depository or on the books
      of a Person maintaining an account with such Depository (directly as a
      Depository Participant or indirectly through a Depository Participant, in
      accordance with the rules of such Depository).

     

    “Business
      Day” Any day other than a Saturday, a Sunday or a day on which banking
      institutions in California or New York (and such other state or states in which
      the Custodial Account or the Certificate Account are at the time located) or
      in
      the city in which the Corporate Trust Office of the Trustee is located are
      authorized or obligated by law or executive order to close.

     

    “Cash
      Liquidation” As to any defaulted Mortgage Loan other than a Mortgage Loan as to
      which an REO Acquisition occurred, a determination by the Master Servicer that
      it has received all Insurance Proceeds, Liquidation Proceeds and other payments
      or cash recoveries which the Master Servicer reasonably and in good faith
      expects to be finally recoverable with respect to such Mortgage
      Loan.

     

    “Certificate”
      Any Regular Certificate or Class R Certificate.

     

    “Certificate
      Account” The trust account or accounts created and maintained pursuant to
      Section 4.01, which shall be entitled [TRUSTEE], in trust for registered holders
      of Impac Secured Assets Corp., Asset-Backed Certificates, Series 200_-_, and
      which account or accounts must each be an Eligible Account.

     

    “Certificate
      Account Deposit Date” With respect to any Distribution Date, the third Business
      Day immediately preceding such Distribution Date.

     

    “Certificate
      Guaranty Insurance Policy”
      The
      certificate guaranty insurance policy issued by the Certificate Insurer for
      the
      benefit of the Class A-1W Certificateholders.

     

    “Certificate
      Insurer”
      Ambac
      Assurance Corporation, a Wisconsin domiciled stock insurance corporation, or
      any
      successor thereto as provided in the Agreement.

     

    “Certificateholder”
      or “Holder” The Person in whose name a Certificate is registered in the
      Certificate Register, except that only a Permitted Transferee shall be a holder
      of a Residual Certificate for any purposes hereof and, solely for the purposes
      of giving any consent pursuant to this Agreement, any Certificate registered
      in
      the name of the Depositor or the Master Servicer or any affiliate thereof shall
      be deemed not to be outstanding and the Voting Rights to which such Certificate
      is entitled shall not be taken into account in determining whether the requisite
      percentage of Voting Rights necessary to effect any such consent has been
      obtained, except as otherwise provided in Section 11.01. The Trustee shall
      be
      entitled to rely upon a certification of the Depositor or the Master Servicer
      in
      determining if any Certificates are registered in the name of the respective
      affiliate. All references in this Agreement to “Holders” or “Certificateholders”
shall reflect the rights of Certificate Owners as they may indirectly exercise
      such rights through the Depository and participating members thereof, except
      as
      otherwise specified in this Agreement; provided,
      however,
      that
      the Trustee shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in whose name a Certificate is registered in the Certificate
      Register.

     

    “Certificate
      Margin” The Certificate Margin for the Offered Certificates shall
      be:

     

    
      	
              Certificate
                Margin

            
	
              Class
                

            	
                (1)  

            	
                (2)  

            
	
              A-1

            	 	 
	
              A-1M

            	 	 
	
              A-1W

            	 	 
	
              A-2A

            	 	 
	
              A-2B

            	 	 
	
              A-2C

            	 	 
	
              A-2D

            	 	 
	
              M-1

            	 	 
	
              M-2

            	 	 
	
              M-3

            	 	 
	
              M-4

            	 	 
	
              M-5

            	 	 
	
              M-6

            	 	 
	
              M-7

            	 	 
	
              M-8

            	 	 
	
              B

            	 	 
	 	 	 
	
              ______

              (1) Initially.

              (2) On
                and after the Step-Up Date.

            


    

    
    

    “Certificate
      Owner” With respect to a Book-Entry Certificate, the Person who is the
      beneficial owner of such Certificate, as reflected on the books of an indirect
      participating brokerage firm for which a Depository Participant acts as agent,
      if any, and otherwise on the books of a Depository Participant, if any, and
      otherwise on the books of the Depository.

     

    “Certificate
      Principal Balance” With respect to any Class of Regular Certificates (other than
      the Class C Certificates) immediately prior to any Distribution Date, the
      Initial Certificate Principal Balance thereof, increased by any Subsequent
      Recoveries allocated thereto, and reduced by the sum of all amounts actually
      distributed in respect of principal of such Class and, Realized Losses allocated
      thereto on all prior Distribution Dates. With respect to the Class C
      Certificates as of any date of determination, an amount equal to the excess,
      if
      any, of (A) the then aggregate Uncertificated Principal Balances of the REMIC
      2
      Regular Interests over (B) the then aggregate Certificate Principal Balances
      of
      the Class A Certificates, the Subordinate Certificates and the Class P
      Certificates then outstanding.

     

    “Certificate
      Register” The register maintained pursuant to Section 5.02.

     

    “Class”
      Collectively, all of the Certificates bearing the same designation.

     

    “Class
      A
      Certificate” Any one of the Class A-1, Class A-1M, Class A-1W, Class A-2A, Class
      A-2B, Class A-2C and Class A-2D Certificates.

     

    “Class
      A
      Principal Distribution Amount” For any Distribution Date, the excess of (1) the
      aggregate Certificate Principal Balance of the Class A Certificates immediately
      prior to such Distribution Date, over (2) the lesser of (x) [____]% of the
      aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
      Date after giving effect to distributions to be made on that Distribution Date
      and (y) the aggregate Stated Principal Balance of the Mortgage Loans for such
      Distribution Date after giving effect to distributions to be made on that
      Distribution Date minus the OC Floor.

     

    “Class
      A-1 Certificate” Any one of the Class A-1 Certificates as designated on the face
      thereof substantially in the form annexed hereto as Exhibit A, executed by
      the
      Trustee and authenticated and delivered by the Trustee, representing the right
      to distributions as set forth herein and therein and evidencing a REMIC Regular
      Interest in REMIC 3.

     

    “Class
      A-1M Certificate” Any one of the Class A-1M Certificates as designated on the
      face thereof substantially in the form annexed hereto as Exhibit A, executed
      by
      the Trustee and authenticated and delivered by the Trustee, representing the
      right to distributions as set forth herein and therein and evidencing a REMIC
      Regular Interest in REMIC 3.

     

    “Class
      A-1W Certificate” Any one of the Class A-1W Certificates as designated on the
      face thereof substantially in the form annexed hereto as Exhibit A, executed
      by
      the Trustee and authenticated and delivered by the Trustee, representing the
      right to distributions as set forth herein and therein and evidencing a REMIC
      Regular Interest in REMIC 3.

     

    “Class
      A-2A Certificate” Any one of the Class A-2A Certificates as designated on the
      face thereof substantially in the form annexed hereto as Exhibit A, executed
      by
      the Trustee and authenticated and delivered by the Trustee, representing the
      right to distributions as set forth herein and therein and evidencing a REMIC
      Regular Interest in REMIC 3.

     

    “Class
      A-2B Certificate” Any one of the Class A-2B Certificates as designated on the
      face thereof substantially in the form annexed hereto as Exhibit A, executed
      by
      the Trustee and authenticated and delivered by the Trustee, representing the
      right to distributions as set forth herein and therein and evidencing a REMIC
      Regular Interest in REMIC 3.

     

    “Class
      A-2C Certificate” Any one of the Class A-2C Certificates as designated on the
      face thereof substantially in the form annexed hereto as Exhibit A, executed
      by
      the Trustee and authenticated and delivered by the Trustee, representing the
      right to distributions as set forth herein and therein and evidencing a REMIC
      Regular Interest in REMIC 3.

     

    “Class
      A-2D Certificate” Any one of the Class A-2D Certificates as designated on the
      face thereof substantially in the form annexed hereto as Exhibit A, executed
      by
      the Trustee and authenticated and delivered by the Trustee, representing the
      right to distributions as set forth herein and therein and evidencing a REMIC
      Regular Interest in REMIC 3.

     

    “Class
      B
      Certificate” Any one of the Class B Certificates as designated on the face
      thereof substantially in the form annexed hereto as Exhibit B-1, executed by
      the
      Trustee and authenticated and delivered by the Trustee, representing the right
      to distributions as set forth herein and therein and evidencing a REMIC Regular
      Interest in REMIC 3.

     

    “Class
      C
      Certificate” Any one of the Class C Certificates as designated on the face
      thereof substantially in the form annexed hereto as Exhibit B-2, executed by
      the
      Trustee and authenticated and delivered by the Trustee, representing the right
      to distributions as set forth herein and therein and evidencing a REMIC Regular
      Interest in REMIC 3.

     

    “Class
      M-1 Certificate” Any one of the Class M-1 Certificates as designated on the face
      thereof substantially in the form annexed hereto as Exhibit B-1, executed by
      the
      Trustee and authenticated and delivered by the Trustee, representing the right
      to distributions as set forth herein and therein and evidencing a REMIC Regular
      Interest in REMIC 3.

     

    “Class
      M-2 Certificate” Any one of the Class M-2 Certificates as designated on the face
      thereof substantially in the form annexed hereto as Exhibit B-1, executed by
      the
      Trustee and authenticated and delivered by the Trustee, representing the right
      to distributions as set forth herein and therein and evidencing a REMIC Regular
      Interest in REMIC 3.

     

    “Class
      M-3 Certificate” Any one of the Class M-3 Certificates as designated on the face
      thereof substantially in the form annexed hereto as Exhibit B-1, executed by
      the
      Trustee and authenticated and delivered by the Trustee, representing the right
      to distributions as set forth herein and therein and evidencing a REMIC Regular
      Interest in REMIC 3.

     

    “Class
      M-4 Certificate” Any one of the Class M-4 Certificates as designated on the face
      thereof substantially in the form annexed hereto as Exhibit B-1, executed by
      the
      Trustee and authenticated and delivered by the Trustee, representing the right
      to distributions as set forth herein and therein and evidencing a REMIC Regular
      Interest in REMIC 3.

     

    “Class
      M-5 Certificate” Any one of the Class M-5 Certificates as designated on the face
      thereof substantially in the form annexed hereto as Exhibit B-1, executed by
      the
      Trustee and authenticated and delivered by the Trustee, representing the right
      to distributions as set forth herein and therein and evidencing a REMIC Regular
      Interest in REMIC 3.

     

    “Class
      M-6 Certificate” Any one of the Class M-6 Certificates as designated on the face
      thereof substantially in the form annexed hereto as Exhibit B-1, executed by
      the
      Trustee and authenticated and delivered by the Trustee, representing the right
      to distributions as set forth herein and therein and evidencing a REMIC Regular
      Interest in REMIC 3.

     

    “Class
      M-7 Certificate” Any one of the Class M-7 Certificates as designated on the face
      thereof substantially in the form annexed hereto as Exhibit B-1, executed by
      the
      Trustee and authenticated and delivered by the Trustee, representing the right
      to distributions as set forth herein and therein and evidencing a REMIC Regular
      Interest in REMIC 3.

     

    “Class
      M-8 Certificate” Any one of the Class M-8 Certificates as designated on the face
      thereof substantially in the form annexed hereto as Exhibit B-1, executed by
      the
      Trustee and authenticated and delivered by the Trustee, representing the right
      to distributions as set forth herein and therein and evidencing a REMIC Regular
      Interest in REMIC 3.

     

    “Class
      P
      Certificate” Any one of the Class P Certificates as designated on the face
      thereof substantially in the form annexed hereto as Exhibit B-3, executed by
      the
      Trustee and authenticated and delivered by the Trustee, representing the right
      to distributions as set forth herein and therein and evidencing a REMIC Regular
      Interest in REMIC 3.

     

    “Class
      R
      Certificate” Any one of the Class R Certificates as designated on the face
      thereof substantially in the form annexed hereto as Exhibit B-4, executed by
      the
      Trustee and authenticated and delivered by the Trustee, evidencing the ownership
      of the Class R-1 Interest, Class R-2 Interest and Class R-3
      Interest.

     

    “Class
      R-1 Interest” The uncertificated Residual Interest in REMIC 1.

     

    “Class
      R-2 Interest” The uncertificated Residual Interest in REMIC 2.

     

    “Class
      R-3 Interest” The uncertificated Residual Interest in REMIC 3.

     

    “Closing
      Date” __________ ___, 200_.

     

    “CMSA
      IRP” Commercial Mortgage Securities Association Investor Reporting
      Package.

     

    “Code”
      The Internal Revenue Code of 1986.

     

    “Collateral
      Value” The appraised value of a Mortgaged Property based upon the lesser of (i)
      the appraisal (as reviewed and approved by the Sponsor) made at the time of
      the
      origination of the related Mortgage Loan, or (ii) the sales price of such
      Mortgaged Property at such time of origination. With respect to a Mortgage
      Loan
      the proceeds of which were used to refinance an existing mortgage loan, the
      appraised value of the Mortgaged Property based upon the appraisal (as reviewed
      and approved by the Sponsor) obtained at the time of refinancing.

     

    “Commission”
      The Securities and Exchange Commission.

     

    “Compensating
      Interest” With respect to any Distribution Date, an amount equal to Prepayment
      Interest Shortfalls resulting from Principal Prepayments during the related
      Prepayment Period, but not more than the sum of the Master Servicing Fees and
      the Subservicing Fees for the immediately preceding Due Period.

     

    “Corrected
      Mortgage Loan” Any commercial or mixed-use loan which is no longer a Specially
      Serviced Mortgage Loan as a result of the curing of any event of default under
      such Specially Serviced Mortgage Loan through a modification, restructuring
      or
      workout negotiated by the Servicer, or a Special Servicer on the Servicer’s
      behalf, and evidenced by a signed writing.

     

    “Corporate
      Trust Office” The principal corporate trust office of the Trustee at which at
      any particular time its corporate trust business related to this Agreement
      shall
      be administered, which office at the date of the execution of this Agreement
      is
      located at (i) for purposes of the transfer, surrender and exchange of the
      Certificates, __________________, Attention: __________________, and (ii) for
      all other purposes, _________________, Attention: __________________, or such
      other address as the Trustee may designate from time to time by notice to the
      Certificateholders, the Depositor and the Master Servicer.

     

    “Corresponding
      Certificate”: With respect to each REMIC 2 Regular Interest (other than REMIC 2
      Regular Interest AA and REMIC 2 Regular Interest ZZ), the Certificate with
      the
      corresponding designation.

     

    “Credit
      Enhancement Percentage” For any Distribution Date, the percentage equivalent of
      a fraction, the numerator of which is equal to (a) the excess of (i) the
      aggregate principal balance of the Mortgage Loans for the preceding Distribution
      Date over (ii) (1) before the Certificate Principal Balances of the Class A
      Certificates have been reduced to zero, the sum of the Certificate Principal
      Balances of the Class A Certificates, or (2) after such time, the Certificate
      Principal Balance of the most senior Class of Subordinate Certificates
      outstanding, as of the preceding Distribution Date, and the denominator of
      which
      is equal to (b) the aggregate principal balance of the Mortgage Loans,
      calculated after giving effect to scheduled payments of principal due during
      the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment
      Period.

     

    “Current
      Report” The Current Report pursuant to Section 13 or 15(d) of the Exchange
      Act.

     

    “Curtailment”
      Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment
      in Full.

     

    “Custodial
      Account” The custodial account or accounts created and maintained pursuant to
      Section 3.10 in the name of a depository institution, as custodian for the
      Holders of the Certificates. Any such account or accounts shall be an Eligible
      Account.

     

    “Custodial
      Agreement” The custodial agreement, dated as of ___________ ___, 200_, among the
      Depositor, the Master Servicer, the Trustee and ___________ as Custodian
      relating to the Mortgage Loans identified in such custodial
      agreement.

     

    “Custodian”
      ___________.

     

    “Cut-off
      Date” __________ 1, 200_.

     

    “Cut-off
      Date Balance” The Aggregate Stated Principal Balance of the Mortgage Loans as of
      the Cut-off Date.

     

    “Defaulted
      Mortgage Loan” means any Mortgage Loan as to which the Mortgagor has failed to
      make unexcused three or more consecutive scheduled Monthly
      Payments.

     

    “Defaulting
      Party” As defined in the Swap Agreement.

     

    “Deficient
      Valuation” With respect to any Mortgage Loan, a valuation by a court of
      competent jurisdiction of the Mortgaged Property in an amount less than the
      then
      outstanding indebtedness under the Mortgage Loan, or any reduction in the amount
      of principal to be paid in connection with any scheduled Monthly Payment that
      constitutes a permanent forgiveness of principal, which valuation or reduction
      results from a proceeding under the Bankruptcy Code.

     

    “Deficiency
      Amount” With
      respect to each Distribution Date prior to the final scheduled Distribution
      Date
      and the Class A-1W Certificates, an amount equal to the sum of (i) the excess,
      if any, of (a) the amount of any Monthly Interest Distributable Amount on the
      Class A-1W Certificates for that Distribution Date over (b) the Class A-1W
      Certificates’ pro rata portion of the Available Distribution Amount for that
      Distribution Date and (ii) the amount of any Realized Losses allocated to the
      Class A-1W Certificates for that Distribution Date. With respect to the final
      scheduled Distribution Date and the Class A-1W Certificates, an amount equal
      to
      the sum of (i) the excess, if any, of (a) the amount of any Monthly Interest
      Distributable Amount on the Class A-1W Certificates for that Distribution Date
      over (b) the Class A-1W Certificates’ pro rata portion of the Available
      Distribution Amount for that Distribution Date and
      (ii)
      the outstanding Certificate Principal Balance of the Class A-1W Certificates
      due
      on such final scheduled Distribution Date to the extent not paid from the
      Available Distribution Amount on that Distribution Date. For the Class A-1W
      Certificates and any date on which the acceleration of the Certificates has
      been
      directed or consented to by the Certificateholders pursuant to the Agreement,
      the amount required to pay the Certificate Principal Balances of the Class
      A-1W
      Certificates in full, together with accrued and unpaid interest thereon through
      the date of payment of the Class A-1W Certificates.

     

    “Definitive
      Certificate” Any definitive, fully registered Certificate.

     

    “Deleted
      Mortgage Loan” A Mortgage Loan replaced or to be replaced with a Qualified
      Substitute Mortgage Loan.

     

    “Depositor”
      Impac Secured Assets Corp., or its successor in interest.

     

    “Depository”
      The Depository Trust Company, or any successor Depository hereafter named.
      The
      nominee of the initial Depository for purposes of registering those Certificates
      that are to be Book-Entry Certificates is Cede & Co. The Depository shall at
      all times be a “clearing corporation” as defined in Section 8-102(5) of the
      Uniform Commercial Code of the State of New York and a “clearing agency”
registered pursuant to the provisions of Section 17A of the Securities Exchange
      Act of 1934, as amended.

     

    “Depository
      Participant” A broker, dealer, bank or other financial institutions or other
      Person for whom from time to time a Depository effects book-entry transfers
      and
      pledges of securities deposited with the Depository.

     

    “Determination
      Date” The 15th day (or if such 15th day is not a Business Day, the Business Day
      immediately preceding such 15th day) of the month of the related Distribution
      Date.

     

    “Disqualified
      Organization” Any organization defined as a “disqualified organization” under
      Section 860E(e)(5) of the Code, which includes any of the following: (i) the
      United States, any State or political subdivision thereof, any possession of
      the
      United States, or any agency or instrumentality of any of the foregoing (other
      than an instrumentality which is a corporation if all of its activities are
      subject to tax and, except for the Freddie Mac, a majority of its board of
      directors is not selected by such governmental unit), (ii) a foreign government,
      any international organization, or any agency or instrumentality of any of
      the
      foregoing, (iii) any organization (other than certain farmers’ cooperatives
      described in Section 521 of the Code) which is exempt from the tax imposed
      by
      Chapter 1 of the Code (including the tax imposed by Section 511 of the Code
      on
      unrelated business taxable income), (iv) rural electric and telephone
      cooperatives described in Section 1381(a)(2)(C) of the Code and (v) any other
      Person so designated by the Trustee based upon an Opinion of Counsel that the
      holding of an Ownership Interest in a Class R Certificate by such Person may
      cause REMIC 1, REMIC 2 or REMIC 3 or any Person having an Ownership Interest
      in
      any Class of Certificates (other than such Person) to incur a liability for
      any
      federal tax imposed under the Code that would not otherwise be imposed but
      for
      the Transfer of an Ownership Interest in a Class R Certificate to such Person.
      The terms “United States”, “State” and “international organization” shall have
      the meanings set forth in Section 7701 of the Code or successor
      provisions.

     

    “Distribution
      Date” The 25th day of any month, or if such 25th day is not a Business Day, the
      Business Day immediately following such 25th day, commencing in __________
      200_.

     

    “Distribution
      Report” The Asset-Backed Issuer Distribution Report pursuant to Section 13 or
      15(d) of the Exchange Act.

     

    “Due
      Date” The first day of the month of the related Distribution Date.

     

    “Due
      Period” With respect to any Distribution Date, the period commencing on the
      second day of the month preceding the month of such Distribution Date (or,
      with
      respect to the first Due Period, the day following the Cut-off Date) and ending
      on the first day of the month of the related Distribution Date.

     

    “Eligible
      Account” Any of (i) a segregated account maintained with a federal or state
      chartered depository institution (A) the short-term obligations of which are
      rated A-1+ or better by Standard & Poor’s and P-1 by Moody’s at the time of
      any deposit therein or (B) insured by the FDIC (to the limits established by
      such Corporation), the uninsured deposits in which account are otherwise secured
      such that, as evidenced by an Opinion of Counsel (obtained by the Person
      requesting that the account be held pursuant to this clause (ii)) delivered
      to
      the Trustee prior to the establishment of such account, the Certificateholders
      will have a claim with respect to the funds in such account and a perfected
      first priority security interest against any collateral (which shall be limited
      to Permitted Investments, each of which shall mature not later than the Business
      Day immediately preceding the Distribution Date next following the date of
      investment in such collateral or the Distribution Date if such Permitted
      Investment is an obligation of the institution that maintains the Certificate
      Account or Custodial Account) securing such funds that is superior to claims
      of
      any other depositors or general creditors of the depository institution with
      which such account is maintained, (ii) a segregated trust account or accounts
      maintained with a federal or state chartered depository institution or trust
      company subject to regulations regarding fiduciary funds on deposit similar
      to
      Title 12 of the Code of Federal Regulations Section 9.10(b), which, in either
      case, has corporate trust powers, acting in its fiduciary capacity or (iii)
      a
      segregated account or accounts of a depository institution acceptable to the
      Rating Agencies (as evidenced in writing by the Rating Agencies that use of
      any
      such account as the Custodial Account or the Certificate Account will not have
      an adverse effect on the then-current ratings assigned to the Classes of the
      Certificates then rated by the Rating Agencies). Eligible Accounts may bear
      interest.

     

    “Event
      of
      Default” One or more of the events described in Section 7.01.

     

    “Excess
      Proceeds” As defined in Section 3.22.

     

    “Exchange
      Act” The Securities Exchange Act of 1934, as amended, and the rules and
      regulations promulgated thereunder.

     

    “Extra
      Principal Distribution Amount” With respect to any Distribution Date, the lesser
      of (x) the Overcollateralization Deficiency Amount for such Distribution Date
      and (y) the sum of (1) the Net Monthly Excess Cashflow Amount for such
      Distribution Date and (2) amounts available from the Swap Agreement to pay
      principal as provided in Section 4.01(g)(iii) hereof.

     

    “Fannie
      Mae” Fannie Mae (formerly, Federal National Mortgage Association) or any
      successor thereto.

     

    “FDIC”
      Federal Deposit Insurance Corporation or any successor.

     

    “Freddie
      Mac” Federal Home Loan Mortgage Corporation or any successor.

     

    “Final
      Scheduled Payment Date” With respect to each Class of Certificates, the Payment
      Date in ____________ 20__.

     

    “Fitch
      Ratings” Fitch, Inc., or its successor in interest.

     

    “Initial
      Certificate Principal Balance” With respect to each Class of Regular
      Certificates, the Initial Certificate Principal Balance of such Class of
      Certificates as set forth in the Preliminary Statement hereto, or with respect
      to any single Certificate, the Initial Certificate Principal Balance as stated
      on the face thereof.

     

    “Initial
      Certification” The initial certification delivered by the Custodian pursuant to
      Section 2.02 of this Pooling and Servicing Agreement.

     

    “Initial
      Notional Amount” With respect to the Class C Certificate, the aggregate of the
      initial Uncertificated Principal Balances of the REMIC 2 Regular Interests
      (other than REMIC 2 Regular Interest IO and REMIC 2 Regular Interest P), or
      with
      respect to any single Certificate, the Initial Notional Amount as stated on
      the
      face thereof. The Class IO Interest will have an Initial Notional Balance equal
      to the Uncertificated Notional Balance on REMIC 2 Regular Interest
      IO.

     

    “Insurance
      Account” The account created and maintained pursuant to Section 4.10(b) of this
      Agreement. The Insurance Account shall be an Eligible Account.

     

    “Insurance
      Policy” With respect to any Mortgage Loan, any insurance policy (including a PMI
      Insurer Policy) which is required to be maintained from time to time under
      this
      Agreement in respect of such Mortgage Loan.

     

    “Insurance
      Proceeds” Proceeds paid in respect of the Mortgage Loans pursuant to any Primary
      Hazard Insurance Policy, any title insurance policy or any other insurance
      policy covering a Mortgage Loan, to the extent such proceeds are not applied
      to
      the restoration of the related Mortgaged Property or released to the Mortgagor
      in accordance with the procedures that the Master Servicer would follow in
      servicing mortgage loans held for its own account.

     

    “Insured
      Amount” Draws on the Certificate Guaranty Insurance Policy to cover related
      Deficiency Amounts and Preference Amounts.

     

    “Insurer
      Default” An insurer default will occur in the event the Certificate Insurer
      fails to make a payment under the Certificate Guaranty Insurance Policy or
      if
      certain events of bankruptcy or insolvency occur with respect to the Certificate
      Insurer.

     

    “Interest
      Remittance Amount” For any Distribution Date, that portion of the Available
      Distribution Amount for such Distribution Date that represents interest received
      or advanced with respect to the Mortgage Loans less any Net Swap Payments or
      Swap Termination Payments, not due to a Swap Provider Trigger Event owed to
      the
      Supplemental Interest Trust for payment to the Swap Provider.

     

    “IRS”
The
      Internal Revenue Service.

     

    “Late
      Collections” With respect to any Mortgage Loan, all amounts received during any
      Due Period, whether as late payments of Monthly Payments or as Insurance
      Proceeds, Liquidation Proceeds or otherwise, which represent late payments
      or
      collections of Monthly Payments due but delinquent for a previous Due Period
      and
      not previously recovered.

     

    “Letter
      Agreement” The Letter Agreement, dated as of _________ ___, 200_, among the
      Certificate Insurer and Impac Mortgage Holdings, Inc., including any amendments
      and supplements thereto.

     

    “LIBOR”
      With respect to any Distribution Date and the Pass-Through Rates on the Offered
      Certificates, the arithmetic mean of the London interbank offered rate
      quotations of reference banks (which will be selected by the Trustee after
      consultation with the Master Servicer) for one-month U.S. dollar deposits,
      expressed on a per annum basis, determined in accordance with Section
      1.02.

     

    “LIBOR
      Business Day” Any day other than (i) Saturday or a Sunday or (ii) a day on which
      banking institutions in the city of London, England and New York City are
      required or authorized by law to be closed.

     

    “LIBOR
      Rate Adjustment Date” With respect to each Distribution Date, the second LIBOR
      Business Day immediately preceding the commencement of the related Accrual
      Period.

     

    “Liquidated
      Mortgage Loan” As to any Distribution Date, any Mortgage Loan in respect of
      which the Master Servicer has determined, in accordance with the servicing
      procedures specified herein, as of the end of the related Prepayment Period,
      that all Liquidation Proceeds which it expects to recover with respect to the
      liquidation of the Mortgage Loan or disposition of the related REO Property
      have
      been recovered.

     

    “Liquid
      ation Expenses” Out-of-pocket expenses (exclusive of overhead) which are
      incurred by or on behalf of the Master Servicer, or any Special Servicer on
      the
      Master Servicer’s behalf, in connection with the liquidation of any Mortgage
      Loan and not recovered under any insurance policy, such expenses including,
      without limitation, legal fees and expenses, any unreimbursed amount expended
      (including, without limitation, amounts advanced to correct defaults on any
      Mortgage Loan which is senior to such Mortgage Loan, amounts advanced to keep
      current or pay off a Mortgage Loan that is senior to such Mortgage Loan and
      disposition fees) respecting the related Mortgage Loan and any related and
      unreimbursed expenditures for real estate property taxes or for property
      restoration, preservation or insurance against casualty loss or
      damage.

     

    “Liquidation
      Proceeds” Amounts (other than Insurance Proceeds) received by the Master
      Servicer in connection with the taking of an entire Mortgaged Property by
      exercise of the power of eminent domain or condemnation or in connection with
      the liquidation of a defaulted Mortgage Loan through trustee’s sale, foreclosure
      sale or otherwise, other than amounts received in respect of any REO
      Property.

     

    “Loan-to-Value
      Ratio” As of any date, the fraction, expressed as a percentage, the numerator of
      which is the current principal balance of the related Mortgage Loan at the
      date
      of determination and the denominator of which is the Collateral Value of the
      related Mortgaged Property.

     

    “Lost
      Note Affidavit” With respect to any Mortgage Note, an original lost note
      affidavit from the Sponsor stating that the original Mortgage Note was lost,
      misplaced or destroyed, together with a copy of the related Mortgage
      Note.

     

    “Majority
      Class C Certificateholder” The holder of a 50.01% or greater Percentage Interest
      of the Class C Certificates.

     

    “Marker
      Rate”: With respect to the Class C Certificates and any Distribution Date, a per
      annum rate equal to two (2) times the weighted average of the Uncertificated
      REMIC 2 Pass-Through Rates for REMIC 2 Regular Interest A-1, REMIC 2 Regular
      Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A,
      REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular
      Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2,
      REMIC
      2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest
      M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular
      Interest M-8, REMIC 2 Regular Interest B and REMIC 2 Regular Interest ZZ, with
      the rate on each such REMIC 2 Regular Interest (other than REMIC 2 Regular
      Interest ZZ) subject to a cap equal to the lesser of (i) LIBOR plus the related
      Certificate Margin and (ii) the related Net WAC Rate for the purpose of this
      calculation for such Distribution Date and with the rate on REMIC 2 Regular
      Interest ZZ subject to a cap of zero for the purpose of this
      calculation.

     

    “Master
      Servicer” Impac Funding Corporation, or any successor master servicer appointed
      as herein provided.

     

    “Master
      Servicer Prepayment Charge Payment Amount” The amounts payable by the Master
      Servicer in respect of any waived Prepayment Charges pursuant to Section 2.03,
      and any amount paid to the Trust Fund by any Person to remedy any breach of
      any
      representation, warranty of covenant made with respect to the Prepayment Charges
      to the extent the Trust Fund, as assignee, is the beneficiary of such
      representation, warranty or covenant.

     

    “Master
      Servicing Fees” As to each Mortgage Loan, an amount, payable out of any payment
      of interest on the Mortgage Loan, equal to interest at the Master Servicing
      Fee
      Rate on the Stated Principal Balance of such Mortgage Loan as of the Due Date
      in
      the calendar month preceding the month in which the payment of the Master
      Servicing Fee is due (alternatively, in the event such payment of interest
      accompanies a Principal Prepayment in full made by the Mortgagor, interest
      for
      the number of days covered by such payment of interest). The Master Servicing
      Fee consists of servicing compensation payable to the Master Servicer in respect
      of its master servicing responsibilities.

     

    “Master
      Servicing Fee Rate” With respect to each Mortgage Loan, the per annum rate of
      ____%.

     

    “Maximum
      Uncertificated Accrued Interest Deferral Amount”: With respect to any
      Distribution Date, the excess of (a) accrued interest at the Uncertificated
      REMIC 2 Pass-Through Rate applicable to REMIC 2 Regular Interest ZZ for such
      Distribution Date on a balance equal to the excess of (i) the Uncertificated
      Principal Balance of REMIC 2 Regular Interest ZZ over (ii) the REMIC 2
      Overcollateralized Amount, in each case for such Distribution Date over (b)
      the
      sum of the Uncertificated Accrued Interest on REMIC 2 Regular Interest A-1,
      REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular
      Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C,
      REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular
      Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC
      2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest
      M-7, REMIC 2 Regular Interest M-8 and REMIC 2 Regular Interest B, with the
      rate
      on each such REMIC 2 Regular Interest subject to a cap equal to the lesser
      of
      (i) LIBOR plus the related Certificate Margin and (ii) the related Net WAC
      Rate.

     

    “MERS”
      Mortgage Electronic Registration Systems, Inc., a corporation organized and
      existing under the laws of the State of Delaware, or any successor
      thereto.

     

    “MERS®
      System” The system of recording transfers of Mortgages electronically maintained
      by MERS.

     

    “MIN”
The
      Mortgage Identification Number for Mortgage Loans registered with MERS on the
      MERS® System.

     

    “MOM
      Loan” With respect to any Mortgage Loan, MERS acting as the mortgagee of such
      Mortgage Loan, solely as nominee for the originator of such Mortgage Loan and
      its successors and assigns, at the origination thereof.

     

    “Monthly
      Interest Distributable Amount” For any Distribution Date and each Class of
      Offered Certificates and Class C Certificates, the amount of interest accrued
      during the related Accrual Period at the related Pass-Through Rate on the
      Certificate Principal Balance of such Class immediately prior to such
      Distribution Date, in each case, reduced by any Net Prepayment Interest
      Shortfalls and Relief Act Interest Shortfalls (allocated to such Certificate
      as
      set forth in Section 1.03). The Monthly Interest Distributable Amount on the
      Offered Certificates will be calculated on the basis of the actual number of
      days in the related Accrual Period and a 360-day year. The Monthly Interest
      Distributable Amount on the Class C Certificates, will be calculated on the
      basis of a 360-day year consisting of twelve 30-day months.

     

    “Monthly
      Payment” With respect to any Mortgage Loan, the scheduled monthly payment of
      principal and interest on such Mortgage Loan which is payable by a Mortgagor
      from time to time under the related Mortgage Note as originally executed (after
      adjustment, if any, for Deficient Valuations occurring prior to such Due Date,
      and after any adjustment by reason of any bankruptcy or similar proceeding
      or
      any moratorium or similar waiver or grace period).

     

    “Moody’s”
      Moody’s Investors Service, Inc., or its successor in interest.

     

    “Mortgage”
      The mortgage, deed of trust or any other instrument securing the Mortgage
      Loan.

     

    “Mortgage
      File” The mortgage documents listed in Section 2.01 pertaining to a particular
      Mortgage Loan and any additional documents required to be added to the Mortgage
      File pursuant to this Agreement and the Custodial Agreement; provided, that
      whenever the term “Mortgage File” is used to refer to documents actually
      received by the Custodian, such term shall not be deemed to include such
      additional documents required to be added unless they are actually so
      added.

     

    “Mortgage
      Loan” Each of the mortgage loans, transferred and assigned to the Trustee
      pursuant to Section 2.01, 2.04 or 2.06 and from time to time held in the Trust
      Fund (including any Qualified Substitute Mortgage Loans), the Mortgage Loans
      so
      transferred, assigned and held being identified in the Mortgage Loan Schedule.
      As used herein, the term “Mortgage Loan” includes the related Mortgage Note and
      Mortgage.

     

    “Mortgage
      Loan Purchase Agreement” The Mortgage Loan Purchase Agreement dated as of
      ___________ ___, 200_, among Impac Funding Corporation, as sponsor, Impac
      Mortgage Holdings, Inc., as guarantor, and the Depositor as purchaser, and
      all
      amendments thereof and supplements thereto.

     

    “Mortgage
      Loan Schedule” As of any date of determination, the schedule of Mortgage Loans
      included in the Trust Fund. The schedule of Mortgage Loans with accompanying
      information transferred on the Closing Date to the Trustee (or the Custodian)
      as
      part of the Trust Fund for the Certificates, attached hereto as Exhibit H,
      as
      amended from time to time to reflect the addition of Qualified Substitute
      Mortgage Loans (for purposes of the Trustee (or the Custodian) pursuant to
      Section 2.02, in computer-readable form as delivered to the Trustee (or to
      the
      Custodian, as its agent)), which list shall set forth the following information
      with respect to each Mortgage Loan:

     

    (i)  the
      loan
      number and name of the Mortgagor;

     

    (ii)  the
      street address, city, state and zip code of the Mortgaged Property;

     

    (iii)  (A)
      the
      original term to maturity and (B) if such Mortgage Loan is a Balloon Loan,
      the
      amortization term thereof;

     

    (iv)  the
      original principal balance and the original Mortgage Rate;

     

    (v)  the
      first
      payment date;

     

    (vi)  whether
      the Mortgage Loan is a Balloon Mortgage Loan or a Mortgage Loan the terms of
      which do not provide for a Balloon Payment;

     

    (vii)  the
      type
      of Mortgaged Property;

     

    (viii)  the
      Monthly Payment in effect as of the Cut-off Date;

     

    (ix)  the
      principal balance as of the Cut-off Date;

     

    (x)  the
      Mortgage Rate as of the Cut-off Date;

     

    (xi)  the
      occupancy status;

     

    (xii)  the
      purpose of the Mortgage Loan;

     

    (xiii)  the
      Collateral Value of the Mortgaged Property;

     

    (xiv)  the
      original term to maturity;

     

    (xv)  the
      paid-through date of the Mortgage Loan;

     

    (xvi)  the
      Master Servicing Fee Rate;

     

    (xvii)  the
      Sub-Servicing Fee Rate;

     

    (xviii)  the
      Net
      Mortgage Rate for such Mortgage Loan;

     

    (xix)  whether
      such Mortgage Loan is a PMI Mortgage Loan and, if so, the related PMI Insurer
      Fee Rate;

     

    (xx)  whether
      the Mortgage Loan is covered by a private mortgage insurance policy or an
      original certificate of private mortgage insurance;

     

    (xxi)  the
      documentation type; and

     

    (xxii)  the
      type
      and term of the related Prepayment Charge, if any.

     

    The
      Mortgage Loan Schedule may be in the form of more than one schedule,
      collectively setting forth all of the information required.

     

    “Mortgage
      Note” The note or other evidence of the indebtedness of a Mortgagor under a
      Mortgage Loan.

     

    “Mortgage
      Rate” With respect to any Mortgage Loan, the annual rate at which interest
      accrues on such Mortgage Loan, as adjusted from time to time in accordance
      with
      the provisions of the Mortgage Note.

     

    “Mortgaged
      Property” The underlying property securing a Mortgage Loan.

     

    “Mortgagor”
      The obligor or obligors on a Mortgage Note.

     

    “Net
      Collections” With respect to any Corrected Mortgage Loan, an amount equal to all
      payments on account of interest and principal on such Mortgage
      Loan.

     

    “Net
      Liquidation Proceeds” With respect to any Liquidated Mortgage Loan or any other
      disposition of related Mortgaged Property (including REO Property) the related
      Liquidation Proceeds net of Advances, Servicing Advances, Master Servicing
      Fees,
      Sub-Servicing Fees and any other accrued and unpaid servicing fees received
      and
      retained in connection with the liquidation of such Mortgage Loan or Mortgaged
      Property.

     

    “Net
      Mortgage Rate” With respect to each Mortgage Loan Due Date, a per annum rate of
      interest equal to the then-applicable Mortgage Rate on such Mortgage Loan less
      the sum of the Master Servicing Fee Rate and the Sub-Servicing Fee Rate, and
      with respect to the PMI Mortgage Loans, the PMI Insurer Fee Rate.

     

    “Net
      Monthly Excess Cashflow” With respect to each Distribution Date, the sum of (a)
      any Overcollateralization Release Amount for such Distribution Date and (b)
      the
      excess of (x) Available Distribution Amount and Insured Amount, if any, for
      such
      Distribution Date over (y) the sum for such Distribution Date of (A) the Monthly
      Interest Distributable Amounts for the Offered Certificates and (B) the
      Principal Remittance Amount.

     

    “Net
      Prepayment Interest Shortfall” With respect to any Distribution Date, the
      excess, if any, of any Prepayment Interest Shortfalls for such date over the
      related Compensating Interest.

     

    “Net
      Swap
      Payment” With respect to each Distribution Date, the net payment required to be
      made pursuant to the terms of the Swap Agreement by either the Swap Provider
      or
      the Swap Administrator, which net payment shall not take into account any Swap
      Termination Payment.

     

    “Net
      WAC
      Rate” With
      respect to the Offered Certificates and any Distribution Date, a per annum
      rate
      equal to the excess, if any, of (A) a per annum rate equal to the weighted
      average of the Net Mortgage Rates of the Mortgage Loans as of the first day
      of
      the month preceding the month in which such Distribution Date occurs over (B)
      the sum of (1) a per annum rate equal to the Net Swap Payment payable to the
      Swap Provider on such Distribution Date, divided by the outstanding Stated
      Principal Balance of the Mortgage Loans as of the first day of the calendar
      month preceding the month in which the Distribution Date occurs, multiplied
      by
      12, and (2) any Swap Termination Payment not due to a Swap Provider Trigger
      Event payable to the Swap Provider on such Distribution Date, divided by the
      outstanding Stated Principal Balance of the Mortgage Loans as of the first
      day
      of the calendar month preceding the month in which the Distribution Date occurs,
      expressed as a per annum rate, multiplied by 12, less (C) in the case of the
      Class A-1W Certificates only, the Policy Premium Rate.
      The Net
      WAC Rate will be adjusted to an effective rate reflecting the accrual of
      interest on an actual/360 basis.

     

    “Net
      WAC
      Shortfall Amount” If on any Distribution Date the Pass-Through Rate for the
      Offered Certificates is limited to the Net WAC Rate, the sum of (i) the excess
      of (a) the amount of interest such Offered Certificates would have been entitled
      to receive on such Distribution Date if the Net WAC Rate would not have been
      applicable to such certificates over (b) the amount of interest accrued on
      such
      Classes at the applicable Net WAC Rate plus (ii) the related Net WAC Shortfall
      Amount from the prior Distribution Date not previously distributed together
      with
      interest thereon at the related Pass-Through Rate for the most recently ended
      Accrual Period.

     

    “Net
      WAC
      Shortfall Reserve Fund” A reserve fund established by the Trustee for the
      benefit of the Holders of the Offered Certificates, and funded on the Closing
      Date by or on behalf of the Depositor with $5,000. The Net WAC Shortfall Reserve
      Fund is an “outside reserve fund” within the meaning of Treasury regulation
      Section 1.860G-2(h), which is not an asset of any REMIC, ownership of which
      is
      evidenced by the Class C Certificates, and which is established and maintained
      pursuant to Section 4.08.

     

    “Net
      WAC
      Shortfall Reserve Fund Deposit” With respect to the Net WAC Shortfall Reserve
      Fund, an amount equal to $5,000, which the Depositor shall fund initially
      pursuant to Section 4.08 hereof.

     

    “Nonrecoverable
      Advance” Any Advance or Servicing Advance previously made or proposed to be made
      in respect of a Mortgage Loan which, in the good faith judgment of the Master
      Servicer, will not or, in the case of a proposed Advance or Servicing Advance,
      would not be ultimately recoverable from related Late Collections, Insurance
      Proceeds, Liquidation Proceeds or REO Proceeds. The determination by the Master
      Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
      or Servicing Advance would constitute a Nonrecoverable Advance, shall be
      evidenced by a certificate of a Servicing Officer delivered to the Depositor
      and
      the Trustee.

     

    “Non-United
      States Person” Any Person other than a United States Person.

     

    “Offered
      Certificates” The Class A Certificates and the Subordinate
      Certificates.

     

    “Officers’
      Certificate” A certificate signed by the Chairman of the Board, the Vice
      Chairman of the Board, the President or a vice president and by the Treasurer,
      the Secretary, or one of the assistant treasurers or assistant secretaries
      of
      the Depositor, the Sponsor, the Master Servicer or of any Sub-Servicer and
      delivered to the Depositor and Trustee.

     

    “One
      Month LIBOR” The London interbank offered rate for one-month United States
      dollar deposits, determined as described in Section 1.02 of this
      Agreement.

     

    “Opinion
      of Counsel” A written opinion of counsel, who may be counsel for the Depositor,
      the Sponsor, or the Master Servicer, reasonably acceptable to the Trustee;
      except that any opinion of counsel relating to (a) the qualification of any
      account required to be maintained pursuant to this Agreement as an Eligible
      Account, (b) the qualification of REMIC 1, REMIC 2 or REMIC 3 as REMICs, (c)
      compliance with the REMIC Provisions or (d) resignation of the Master Servicer
      pursuant to Section 6.04 must be an opinion of counsel who (i) is in fact
      independent of the Depositor and the Master Servicer, (ii) does not have any
      direct financial interest or any material indirect financial interest in the
      Depositor or the Master Servicer or in an affiliate of either and (iii) is
      not
      connected with the Depositor or the Master Servicer as an officer, employee,
      director or person performing similar functions.

     

    “Optional
      Termination Date” The first Distribution Date on which the Master Servicer may
      opt to terminate the Trust Fund pursuant to Section 9.01.

     

    “OTS”
      Office of Thrift Supervision or any successor.

     

    “Outstanding
      Mortgage Loan” As to any Due Date, a Mortgage Loan (including an REO Property)
      which was not the subject of a Principal Prepayment in Full, Cash Liquidation
      or
      REO Disposition and which was not purchased prior to such Due Date pursuant
      to
      Sections 2.02, 2.04 or 3.14.

     

    “Overcollateralized
      Amount” With respect to any Distribution Date, the amount, if any, by which (i)
      the Aggregate Stated Principal Balance of the Mortgage Loans (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period and any Realized Losses on the
      Mortgage Loans), exceeds (ii) the aggregate Certificate Principal Balance of
      the
      Offered Certificates and the Class P Certificates as of such Distribution Date
      (after giving effect to distributions to be made on such Distribution
      Date).

     

    “Overcollateralization
      Deficiency Amount” With respect to any Distribution Date, the amount, if any, by
      which the Overcollateralization Target Amount exceeds the Overcollateralized
      Amount on such Distribution Date (after giving effect to distributions in
      respect of the Principal Remittance Amount on such Distribution
      Date).

     

    “Overcollateralization
      Floor” With respect to any Distribution Date, ____% of the Cut-off Date
      Balance.

     

    “Overcollateralization
      Release Amount” With respect to any Distribution Date, the lesser of (x) the
      Principal Remittance Amount for such Distribution Date and (y) the excess,
      if
      any, of (i) the Overcollateralized Amount for such Distribution Date (assuming
      that 100% of the Principal Remittance Amount is applied as a principal payment
      on such Distribution Date) over (ii) the Overcollateralization Target Amount
      for
      such Distribution Date.

     

    “Overcollateralization
      Target Amount” With respect to any Distribution Date prior to the Stepdown Date,
      ____% of the Cut-off Date Balance. With respect to any Distribution Date on
      or
      after the Stepdown Date, the greater of (x) ____% of the aggregate Stated
      Principal Balance of the Mortgage Loans and (y) the Overcollateralization Floor;
      provided, however, that if a Trigger Event is in effect on any Distribution
      Date, the Overcollateralization Target Amount will be equal to the
      Overcollateralization Target Amount on the prior Distribution Date.

     

    “Ownership
      Interest” As to any Certificate, any ownership or security interest in such
      Certificate, including any interest in such Certificate as the Holder thereof
      and any other interest therein, whether direct or indirect, legal or beneficial,
      as owner or as pledgee.

     

    “Pass-Through
      Rate” With respect to any Distribution Date and the Offered Certificates, the
      lesser of (x) One-Month LIBOR plus the related Certificate Margin and (y) the
      Net WAC Rate. With respect to any Distribution Date and the Class C
      Certificates, a per annum rate equal to the percentage equivalent of a fraction,
      the numerator of which is (x) the sum of the amounts calculated pursuant to
      clauses (A) through (S) below, and the denominator of which is (y) the aggregate
      of the Uncertificated Principal Balances of the REMIC 2 Regular Interests.
      For
      purposes of calculating the Pass-Through Rate for the Class C Certificates,
      the
      numerator is equal to the sum of the following components:

     

    (A) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest AA minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest AA;

     

    (B) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-1 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest A-1;

     

    (C) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-1M
      minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest A-1M;

     

    (D) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-1W
      minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest A-1W;

     

    (E) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-2A
      minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest A-2A;

     

    (F) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-2B
      minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest A-2B;

     

    (G) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-2C
      minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest A-2C;

     

    (H) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest A-2D
      minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest A-2D;

     

    (I) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M-1 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M-1;

     

    (J) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M-2 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M-2;

     

    (K) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M-3 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M-3;

     

    (L) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M-4 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M-4;

     

    (M) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M-5 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M-5;

     

    (N) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M-6 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M-6;

     

    (O) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M-7 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M-7; 

     

    (P) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest M-8 minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest M-8;

     

    (Q) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest B minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest B;

     

    (R) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest ZZ minus
      the Marker Rate, applied to an amount equal to the Uncertificated Principal
      Balance of REMIC 2 Regular Interest ZZ; and

     

    (S) 100%
      of
      the interest on REMIC 2 Regular Interest P.

     

    The
      Class
      P Certificates and the Class R Certificates will not accrue interest and
      therefore will not have a Pass-Through Rate. The Class IO Interest will not
      have
      a Pass-Through Rate or a Certificate Principal Balance, but will be entitled
      to
      100% of the amounts distributed on REMIC 2 Regular Interest IO.

     

    “Payment
      Date” The 25th
      day of
      each month, or if such day is not a Business Day, then the next Business Day,
      beginning __________ 20__.

     

    “Percentage
      Interest” With respect to any Regular Certificate, the undivided percentage
      ownership interest in the related Class evidenced by such Certificate, which
      percentage ownership interest shall be equal to the Initial Certificate
      Principal Balance thereof divided by the aggregate Initial Certificate Principal
      Balance of all of the Certificates of the same Class. With respect to any Class
      R Certificate, the interest in distributions to be made with respect to such
      Class evidenced thereby, expressed as a percentage, as stated on the face of
      each such Certificate.

     

    “Permitted
      Investment” One or more of the following:

     

    (i)  obligations
      of or guaranteed as to principal and interest by the United States or any agency
      or instrumentality thereof when such obligations are backed by the full faith
      and credit of the United States;

     

    (ii)  repurchase
      agreements on obligations specified in clause (i) maturing not more than one
      month from the date of acquisition thereof, provided that the unsecured
      obligations of the party agreeing to repurchase such obligations are at the
      time
      rated by each Rating Agency in its highest short-term rating
      available;

     

    (iii)  federal
      funds, certificates of deposit, demand deposits, time deposits and bankers’
acceptances (which shall each have an original maturity of not more than 90
      days
      and, in the case of bankers’ acceptances, shall in no event have an original
      maturity of more than 365 days or a remaining maturity of more than 30 days)
      denominated in United States dollars of any U.S. depository institution or
      trust
      company incorporated under the laws of the United States or any state thereof
      or
      of any domestic branch of a foreign depository institution or trust company;
      provided that the debt obligations of such depository institution or trust
      company (or, if the only Rating Agency is Standard & Poor’s, in the case of
      the principal depository institution in a depository institution holding
      company, debt obligations of the depository institution holding company) at
      the
      date of acquisition thereof have been rated by each Rating Agency in its highest
      short-term rating available; and provided further that, if the only Rating
      Agency is Standard & Poor’s and if the depository or trust company is a
      principal subsidiary of a bank holding company and the debt obligations of
      such
      subsidiary are not separately rated, the applicable rating shall be that of
      the
      bank holding company; and, provided further that, if the original maturity
      of
      such short-term obligations of a domestic branch of a foreign depository
      institution or trust company shall exceed 30 days, the short-term rating of
      such
      institution shall be A-1+ in the case of Standard & Poor’s if Standard &
Poor’s is the Rating Agency;

     

    (iv)  commercial
      paper (having original maturities of not more than 365 days) of any corporation
      incorporated under the laws of the United States or any state thereof which
      on
      the date of acquisition has been rated by Moody’s and Standard & Poor’s in
      their highest short-term ratings available; provided that such commercial paper
      shall have a remaining maturity of not more than 30 days;

     

    (v)  a
      money
      market fund or a qualified investment fund rated by Moody’s in its highest
      long-term ratings available and rated AAAm or AAAm-G by Standard & Poor’s,
      including any such funds for which [NAME OF THE TRUSTEE]. or any affiliate
      thereof serves as an investment advisor, manager, administrator, shareholder,
      servicing agent, and/or custodian or sub-custodian; and

     

    (vi)  other
      obligations or securities that are acceptable to each Rating Agency as a
      Permitted Investment hereunder and will not reduce the rating assigned to any
      Class of Certificates by such Rating Agency below the lower of the then-current
      rating or the rating assigned to such Certificates as of the Closing Date by
      such Rating Agency, as evidenced in writing; provided,
      however,
      that no
      instrument shall be a Permitted Investment if it represents, either (1) the
      right to receive only interest payments with respect to the underlying debt
      instrument or (2) the right to receive both principal and interest payments
      derived from obligations underlying such instrument and the principal and
      interest payments with respect to such instrument provide a yield to maturity
      greater than 120% of the yield to maturity at par of such underlying
      obligations.

     

    “Permitted
      Transferee” Any transferee of a Residual Certificate other than a Disqualified
      Organization, a Non-United States Person or an “electing large partnership” (as
      defined in Section 775 of the Code).

     

    “Person”
      Any individual, corporation, partnership, limited liability company, joint
      venture, association, joint-stock company, trust, unincorporated organization
      or
      government or any agency or political subdivision thereof.

     

    “PMI
      Insurer” Radian Guaranty, Inc., or its successors or assigns.

     

    “PMI
      Insurer Fee Rate” With respect to each PMI Mortgage Loan, the per annum rate
      payable to the PMI Insurer under the PMI Insurer Policy.

     

    “PMI
      Insurer Policy” The lender-paid primary mortgage insurance policy issued by the
      PMI Insurer in accordance with a __________, 200_ letter between the Sponsor
      and
      the PMI Insurer.

     

    “PMI
      Mortgage Loan” Any mortgage loan covered by the PMI Insurer Policy.

     

    “Policy
      Premium” The premium set forth in the Certificate Guaranty Insurance
      Policy.

     

    “Policy
      Premium Rate” The rate per annum set forth in the Letter Agreement.

     

    “Preference
      Amount” With respect to the Class A-1W Certificates, any amount previously
      distributed to a Class A-1W Certificateholder that is recoverable and sought
      to
      be recovered as a voidable preference by a trustee in bankruptcy pursuant to
      the
      United States Bankruptcy Code, as amended from time to time, in accordance
      with
      a final nonappealable order of a court having competent
      jurisdiction.

     

    “Prepayment
      Assumption” As defined in the Prospectus Supplement.

     

    “Prepayment
      Charge” With respect to any Mortgage Loan, the charges or premiums, if any, due
      in connection with a full or partial prepayment of such Mortgage Loan in
      accordance with the terms thereof (other than any Master Servicer Prepayment
      Charge Payment Amount).

     

    “Prepayment
      Interest Shortfall” As to any Distribution Date and any Mortgage Loan (other
      than a Mortgage Loan relating to an REO Property) that was the subject of (a)
      a
      Principal Prepayment in Full during the related Prepayment Period, an amount
      equal to the excess of one month’s interest at the Net Mortgage Rate on the
      Stated Principal Balance of such Mortgage Loan over the amount of interest
      (adjusted to the Net Mortgage Rate) paid by the Mortgagor for such Prepayment
      Period to the date of such Principal Prepayment in Full or (b) a Curtailment
      during the prior calendar month, an amount equal to one month’s interest at the
      Net Mortgage Rate on the amount of such Curtailment.

     

    “Prepayment
      Period” As to any Distribution Date, the calendar month preceding the month in
      which such Distribution Date occurs.

     

    “Primary
      Hazard Insurance Policy” Each primary hazard insurance policy required to be
      maintained pursuant to Section 3.13.

     

    “Primary
      Insurance Policy” Any primary policy of mortgage guaranty insurance including
      the PMI Insurer Policy, or any replacement policy therefor.

     

    “Principal
      Distribution Amount” With respect to any Distribution Date, an amount equal to
      the sum of the Basic Principal Distribution Amount plus the Extra Principal
      Distribution Amount.

     

    “Principal
      Prepayment” Any payment of principal made by the Mortgagor on a Mortgage Loan
      which is received in advance of its scheduled Due Date and which is not
      accompanied by an amount of interest representing scheduled interest due on
      any
      date or dates in any month or months subsequent to the month of
      prepayment.

     

    “Principal
      Prepayment in Full” Any Principal Prepayment made by a Mortgagor of the entire
      unpaid principal balance of the Mortgage Loan.

     

    “Principal
      Remittance Amount” With respect to any Distribution Date, the sum of (i) each
      scheduled payment of principal collected or advanced on the Mortgage Loans
      by
      the Master Servicer that were due during the related Due Period, (ii) the
      principal portion of all partial and full Principal Prepayments of the Mortgage
      Loans applied by the Master Servicer during the related Prepayment Period,
      (iii)
      the principal portion of all Net Liquidation Proceeds, REO Proceeds, Insurance
      Proceeds, and Subsequent Recoveries received during the related Prepayment
      Period, (iv) the principal portion of proceeds of Mortgage Loan purchases made
      pursuant to Section 2.02, 2.04 or 3.14, in each case received or made during
      the
      related Prepayment Period, (v) the principal portion of any related Substitution
      Adjustments deposited in the Custodial Account during the related Prepayment
      Period, (vi) any amounts required to be reimbursed to the Supplemental Interest
      Trust as provided in the Agreement, (vii) any Net Swap Payments or Swap
      Termination Payments not due to a Swap Provider Trigger Event owed to the
      Supplemental Interest Trust for payment to the Swap Provider, to the extent
      not
      paid from the Interest Remittance Amount, (viii) any portion of the Insured
      Amount for such Distribution Date representing the amount of any Realized Losses
      allocated to the Class A-1W Certificates for that Distribution Date and (ix)
      on
      the Distribution Date on which the Trust Fund is to be terminated pursuant
      to
      Section 9.01, the principal portion of the termination price received from
      the
      Master Servicer in connection with a termination of the Trust Fund to occur
      on
      such Distribution Date.

     

    “Prospectus
      Supplement” That certain Prospectus Supplement dated ____________ ___, 200_
      relating to the public offering of the Offered Certificates.

     

    “Purchase
      Price” With respect to any Mortgage Loan (or REO Property) required to be
      purchased pursuant to Section 2.02, 2.04 or 3.14, an amount equal to the sum
      of
      (i) 100% of the Stated Principal Balance thereof, (ii) unpaid accrued interest
      (or REO Imputed Interest) at the applicable Net Mortgage Rate on the Stated
      Principal Balance thereof outstanding during each Due Period that such interest
      was not paid or advanced, from the date through which interest was last paid
      by
      the Mortgagor or advanced and distributed to Certificateholders together with
      unpaid Master Servicing Fees, Sub-Servicing Fees and, if such Mortgage Loan
      is a
      PMI Mortgage Loan, fees due the PMI Insurer at the PMI Insurer Fee Rate, from
      the date through which interest was last paid by the Mortgagor, in each case
      to
      the first day of the month in which such Purchase Price is to be distributed,
      plus (iii) the aggregate of all Advances and Servicing Advances made in respect
      thereof that were not previously reimbursed and plus (iv) any costs and damages
      incurred by the Trust Fund in connection with any violation by such Mortgage
      Loan of any predatory-lending law.

     

    “Qualified
      Insurer” Any insurance company duly qualified as such under the laws of the
      state or states in which the related Mortgaged Property or Mortgaged Properties
      is or are located, duly authorized and licensed in such state or states to
      transact the type of insurance business in which it is engaged and approved
      as
      an insurer by the Master Servicer, so long as the claims paying ability of
      which
      is acceptable to the Rating Agencies for pass-through certificates having the
      same rating as the Certificates rated by the Rating Agencies as of the Closing
      Date.

     

    “Qualified
      Substitute Mortgage Loan” A Mortgage Loan substituted by the Depositor for a
      Deleted Mortgage Loan which must, on the date of such substitution, as confirmed
      in an Officers’ Certificate of the Sponsor delivered to the Trustee, (i) have an
      outstanding principal balance, after deduction of the principal portion of
      the
      monthly payment due in the month of substitution (or in the case of a
      substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an
      aggregate outstanding principal balance, after such deduction), not in excess
      of
      the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any
      shortfall to be paid to the Master Servicer for deposit in the Custodial Account
      in the month of substitution); (ii) have a Mortgage Rate and a Net Mortgage
      Rate
      no lower than and not more than 1% per annum higher than the Mortgage Rate
      and
      Net Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date
      of
      substitution; (iii) have a Loan-to-Value Ratio at the time of substitution
      no
      higher than that of the Deleted Mortgage Loan at the time of substitution;
      (iv)
      have a remaining term to stated maturity not greater than (and not more than
      one
      year less than) that of the Deleted Mortgage Loan; (v) comply with each
      representation and warranty set forth in Section 2.04 hereof; and, (vi) comply
      with each representation and warranty set forth in the Mortgage Loan Purchase
      Agreement (other than representations (xiv), (xvi), (xxix) and (xxxiii) through
      (xli).

     

    “Rating
      Agency” Standard & Poor’s or Moody’s and each of their successors. If such
      agencies and their successors are no longer in existence, “Rating Agency” shall
      be such nationally recognized statistical rating agency, or other comparable
      Person, designated by the Depositor, notice of which designation shall be given
      to the Trustee and Master Servicer. References herein to the two highest long
      term debt rating of a Rating Agency shall mean “AA” or better in the case of
      Standard & Poor’s and “Aa2” or better in the case of Moody’s and references
      herein to the highest short-term debt rating of a Rating Agency shall mean
      “A-1+” in the case of Standard & Poor’s and “P-1” in the case of Moody’s,
      and in the case of any other Rating Agency such references shall mean such
      rating categories without regard to any plus or minus.

     

    “Realized
      Loss” With respect to each Mortgage Loan or REO Property as to which a Cash
      Liquidation or REO Disposition has occurred, an amount (not less than zero)
      equal to (i) the Stated Principal Balance of the Mortgage Loan as of the date
      of
      Cash Liquidation or REO Disposition, plus (ii) interest (and REO Imputed
      Interest, if any) at the Net Mortgage Rate from the Due Date as to which
      interest was last paid or advanced to Certificateholders up to the date of
      the
      Cash Liquidation or REO Disposition on the Stated Principal Balance of such
      Mortgage Loan outstanding during each Due Period that such interest was not
      paid
      or advanced, minus (iii) the proceeds, if any, received during the month in
      which such Cash Liquidation or REO Disposition occurred, to the extent applied
      as recoveries of interest at the Net Mortgage Rate and to principal of the
      Mortgage Loan, net of the portion thereof reimbursable to the Master Servicer
      or
      any Sub-Servicer with respect to related Advances or Servicing Advances not
      previously reimbursed. With respect to each Mortgage Loan which has become
      the
      subject of a Deficient Valuation, the difference between the principal balance
      of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
      and the principal balance of the Mortgage Loan as reduced by the Deficient
      Valuation.

     

    “Record
      Date” With respect to the Class C Certificates and any Offered Certificates
      which are not Book-Entry Certificates and each Distribution Date, the last
      Business Day of the month immediately preceding the month of the related
      Distribution Date. With respect to each Distribution Date and any Offered
      Certificates which are Book-Entry Certificates, the Business Day prior to such
      Distribution Date.

     

    “Regular
      Certificate” Any of the Certificates other than a Residual
      Certificate.

     

    “Regulation
      AB” Subpart 229,1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan.7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    “Relief
      Act” The Servicemembers Relief Act, as amended, and similar legislation or
      regulations.

     

    “Relief
      Act Interest Shortfall” With respect to any Distribution Date, for any Mortgage
      Loan with respect to which there has been a reduction in the amount of interest
      collectible thereon for the most recently ended Due Period as a result of the
      application of the Relief Act, the amount by which (i) interest collectible
      on
      such Mortgage Loan during such Due Period is less than (ii) one month’s interest
      on the Stated Principal Balance of such Mortgage Loan at the Loan Rate for
      such
      Mortgage Loan before giving effect to the application of the Relief
      Act.

     

    “REMIC”
A
      “real estate mortgage investment conduit” within the meaning of Section 860D of
      the Code.

     

    “REMIC
      1”
The segregated pool of assets subject hereto (exclusive of the Net WAC Shortfall
      Reserve Fund and the Swap Account) with respect to which a REMIC election is
      to
      be made, conveyed in trust to the Trustee, for the benefit of the Holders of
      the
      REMIC 1 Regular Interests and the Holders of the Class R Certificates (as
      holders of the Class R-1 Interest), consisting of: (i) each Mortgage Loan
      (exclusive of payments of principal and interest due on or before the Cut-off
      Date, if any, received by the Master Servicer which shall not constitute an
      asset of the Trust Fund) as from time to time are subject to this Agreement
      and
      all payments under and proceeds of such Mortgage Loans (exclusive of any
      prepayment fees and late payment charges received on the Mortgage Loans),
      together with all documents included in the related Mortgage File, subject
      to
      Section 2.01; (ii) such funds or assets as from time to time are deposited
      in
      the Custodial Account or the Certificate Account and belonging to the Trust
      Fund; (iii) any REO Property; (iv) the Primary Hazard Insurance Policies, if
      any, the Primary Insurance Policies, if any, and all other Insurance Policies
      with respect to the Mortgage Loans; (v) [reserved]; and (vi) the Depositor’s
      interest in respect of the representations and warranties made by the Sponsor
      in
      the Mortgage Loan Purchase Agreement as assigned to the Trustee pursuant to
      Section 2.04 hereof.

     

    “REMIC
      1
      Regular Interest”: Any of the 120 separate non-certificated beneficial ownership
      interests in REMIC 1 issued hereunder and designated as a “regular interest” in
      REMIC 1. Each REMIC 1 Regular Interest shall accrue interest at the related
      Uncertificated REMIC 1 Pass-Through Rate in effect from time to time, and shall
      be entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement hereto. 

     

    “REMIC
      2
      Regular Interest AA”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest AA shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement hereto.

     

    “REMIC
      2
      Regular Interest A-1”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest A-1 shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement hereto.

     

    “REMIC
      2
      Regular Interest A-1M”: One of the separate non-certificated beneficial
      ownership interests in REMIC 2 issued hereunder and designated as a Regular
      Interest in REMIC 2. REMIC 2 Regular Interest A-1M shall accrue interest at
      the
      related Uncertificated REMIC 2 Pass-Through Rate in effect from time to time,
      and shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    “REMIC
      2
      Regular Interest A-1W”: One of the separate non-certificated beneficial
      ownership interests in REMIC 2 issued hereunder and designated as a Regular
      Interest in REMIC 2. REMIC 2 Regular Interest A-1W shall accrue interest at
      the
      related Uncertificated REMIC 2 Pass-Through Rate in effect from time to time,
      and shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    “REMIC
      2
      Regular Interest A-2A”: One of the separate non-certificated beneficial
      ownership interests in REMIC 2 issued hereunder and designated as a Regular
      Interest in REMIC 2. REMIC 2 Regular Interest A-2A shall accrue interest at
      the
      related Uncertificated REMIC 2 Pass-Through Rate in effect from time to time,
      and shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    “REMIC
      2
      Regular Interest A-2B”: One of the separate non-certificated beneficial
      ownership interests in REMIC 2 issued hereunder and designated as a Regular
      Interest in REMIC 2. REMIC 2 Regular Interest A-2B shall accrue interest at
      the
      related Uncertificated REMIC 2 Pass-Through Rate in effect from time to time,
      and shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    “REMIC
      2
      Regular Interest A-2C”: One of the separate non-certificated beneficial
      ownership interests in REMIC 2 issued hereunder and designated as a Regular
      Interest in REMIC 2. REMIC 2 Regular Interest A-2C shall accrue interest at
      the
      related Uncertificated REMIC 2 Pass-Through Rate in effect from time to time,
      and shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    “REMIC
      2
      Regular Interest A-2D”: One of the separate non-certificated beneficial
      ownership interests in REMIC 2 issued hereunder and designated as a Regular
      Interest in REMIC 2. REMIC 2 Regular Interest A-2D shall accrue interest at
      the
      related Uncertificated REMIC 2 Pass-Through Rate in effect from time to time,
      and shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Principal Balance as set forth in the Preliminary Statement hereto.

     

    “REMIC
      2
      Regular Interest M-1”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest M-1 shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement hereto.

     

    “REMIC
      2
      Regular Interest M-2”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest M-2 shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement hereto.

     

    “REMIC
      2
      Regular Interest M-3”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest M-3 shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to any Prepayment Charges relating to the Mortgage Loans collected
      by the Master Servicer and to a distribution of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      2
      Regular Interest M-4”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest M-4 shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to any Prepayment Charges relating to the Mortgage Loans collected
      by the Master Servicer and to a distribution of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      2
      Regular Interest M-5”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest M-5 shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to any Prepayment Charges relating to the Mortgage Loans collected
      by the Master Servicer and to a distribution of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      2
      Regular Interest M-6”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest M-6 shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to any Prepayment Charges relating to the Mortgage Loans collected
      by the Master Servicer and to a distribution of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      2
      Regular Interest M-7”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest M-7 shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to any Prepayment Charges relating to the Mortgage Loans collected
      by the Master Servicer and to a distribution of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      2
      Regular Interest M-8”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest M-8 shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to any Prepayment Charges relating to the Mortgage Loans collected
      by the Master Servicer and to a distribution of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      2
      Regular Interest B”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest B shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to any Prepayment Charges relating to the Mortgage Loans collected
      by the Master Servicer and to a distribution of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Principal Balance as set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      2
      Regular Interest IO”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest IO shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time and shall
      not be entitled to any distributions of principal.

     

    “REMIC
      2
      Regular Interest P”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest P shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement hereto.

     

    “REMIC
      2
      Regular Interest ZZ”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. REMIC 2 Regular Interest ZZ shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to distributions of principal, subject to the terms and conditions
      hereof, in an aggregate amount equal to its initial Uncertificated Principal
      Balance as set forth in the Preliminary Statement hereto.

     

    “REMIC
      2
      Regular Interests”: REMIC 2 Regular Interest AA, REMIC 2 Regular Interest A-1,
      REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular
      Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C,
      REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular
      Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC
      2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest
      M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B, REMIC 2 Regular
      Interest ZZ, REMIC 2 Regular Interest IO and REMIC 2 Regular Interest
      P.

     

    “REMIC
      2
      Interest Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to (a) the product of (i) the Aggregate Stated Principal Balance
      of
      the Mortgage Loans and related REO Properties then outstanding and (ii) the
      Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest AA minus
      the Marker Rate, divided by (b) 12.

     

    “REMIC
      2
      Overcollateralized Amount”: With respect to any date of determination, (i) 1% of
      the aggregate Uncertificated Principal Balances of REMIC 2 Regular Interest
      AA,
      REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular
      Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B,
      REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular
      Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC
      2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest
      M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular
      Interest B and REMIC 2 Regular Interest ZZ, minus (ii) the aggregate of the
      Uncertificated Principal Balances of REMIC 2 Regular Interest A-1, REMIC 2
      Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest
      A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2
      Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest
      M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular
      Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC
      2 Regular Interest M-8 and REMIC 2 Regular Interest B, in each case as of such
      date of determination.

     

    “REMIC
      2
      Principal Loss Allocation Amount”: With respect to any Distribution Date and the
      mortgage loans, an amount equal to (a) the product of (i) the Aggregate Stated
      Principal Balance of the Mortgage Loans and related REO Properties then
      outstanding and (ii) 1 minus a fraction, the numerator of which is two times
      the
      aggregate of the Uncertificated Principal Balances of REMIC 2 Regular Interest
      A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2
      Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest
      A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2
      Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest
      M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular
      Interest M-7, REMIC 2 Regular Interest M-8 and REMIC 2 Regular Interest B,
      and
      the denominator of which is the aggregate of the Uncertificated Principal
      Balances of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC
      2
      Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest
      A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2
      Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest
      M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular
      Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC
      2 Regular Interest B and REMIC 2 Regular Interest ZZ.

     

    “REMIC
      2
      Overcollateralization Target Amount”: 1% of the Overcollateralization Target
      Amount.

     

    “REMIC
      3”: The segregated pool of assets consisting of all of the REMIC 2 Regular
      Interests conveyed in trust to the Trustee, for the benefit of the Holders
      of
      the Regular Certificates and the Holders of the Class R Certificates (as holders
      of the Class R-3 Interest), pursuant to Article II hereunder, and all amounts
      deposited therein, with respect to which a separate REMIC election is to be
      made.

     

    “REMIC
      Provisions”: Provisions of the federal income tax law relating to real estate
      mortgage investment conduits, which appear at Sections 860A through 860G of
      Subchapter M of Chapter 1 of the Code, and related provisions, and proposed,
      temporary and final regulations and published rulings, notices and announcements
      promulgated thereunder, as the foregoing may be in effect from time to time.
      

     

    “REMIC
      Regular Interest”: A REMIC 1 Regular Interest, REMIC 2 Regular Interest or
      Regular Certificate.

     

    “Remittance
      Report” A report prepared by the Master Servicer providing the information set
      forth in Exhibit E attached hereto.

     

    “REO
      Acquisition” The acquisition by the Master Servicer on behalf of the Trustee for
      the benefit of the Certificateholders of any REO Property pursuant to Section
      3.15.

     

    “REO
      Disposition” The receipt by the Master Servicer of Insurance Proceeds,
      Liquidation Proceeds and other payments and recoveries (including proceeds
      of a
      final sale) which the Master Servicer expects to be finally recoverable from
      the
      sale or other disposition of the REO Property.

     

    “REO
      Imputed Interest” As to any REO Property, for any period, an amount equivalent
      to interest (at the Mortgage Rate that would have been applicable to the related
      Mortgage Loan had it been outstanding) on the unpaid principal balance of the
      Mortgage Loan as of the date of acquisition thereof (as such balance is reduced
      pursuant to Section 3.15 by any income from the REO Property treated as a
      recovery of principal).

     

    “REO
      Proceeds” Proceeds, net of directly related expenses, received in respect of any
      REO Property (including, without limitation, proceeds from the rental of the
      related Mortgaged Property and of any REO Disposition), which proceeds are
      required to be deposited into the Custodial Account as and when
      received.

     

    “REO
      Property” A Mortgaged Property acquired by the Master Servicer on behalf of the
      Trust Fund through foreclosure or deed-in-lieu of foreclosure in connection
      with
      a defaulted Mortgage Loan.

     

    “Repurchase
      Price” With respect to any Mortgage Loan, either (i) a discovery that, as of the
      Closing Date the related Mortgage was not a valid first lien or second lien
      (as
      applicable) on the related Mortgaged Property, subject to no other liens except
      (A) the lien of real property taxes and assessments not yet due and payable,
      (B)
      covenants, conditions, and restrictions, rights of way, easements and other
      matters of public record as of the date of recording of such Mortgage and such
      other permissible title exceptions as are permitted and (C) other matters to
      which like properties are commonly subject which do not materially adversely
      affect the value, use, enjoyment or marketability of the related Mortgaged
      Property or (ii) with respect to any Mortgage Loan as to which the Seller
      delivers an affidavit certifying that the original Mortgage Note has been lost
      or destroyed, a subsequent default on such Mortgage Loan if the enforcement
      thereof or of the related Mortgage is materially and adversely affected by
      the
      absence of such original Mortgage Note. 

     

    “Request
      for Release” A release signed by a Servicing Officer, in the form of Exhibits
      F-1 or F-2 attached hereto.

     

    “Residual
      Interest” The sole Class of “residual interests” in a REMIC within the meaning
      of Section 860G(a)(2) of the Code.

     

    “Responsible
      Officer” When used with respect to the Trustee, the Chairman or Vice Chairman of
      the Board of Directors or Trustees, the Chairman or Vice Chairman of the
      Executive or Standing Committee of the Board of Directors or Trustees, the
      President, the Chairman of the Committee on Trust Matters, any vice president,
      any assistant vice president, the Secretary, any assistant secretary, the
      Treasurer, any assistant treasurer, any trust officer or assistant trust officer
      or any other officer of the Trustee customarily performing functions similar
      to
      those performed by any of the above designated officers and also, with respect
      to a particular matter, any other officer to whom such matter is referred
      because of such officer’s knowledge of and familiarity with the particular
      subject.

     

    “Servicing
      Account” The account or accounts created and maintained pursuant to Section
      3.09.

     

    “Servicing
      Advances” All customary, reasonable and necessary “out of pocket” costs and
      expenses incurred in connection with a default, delinquency or other
      unanticipated event in the performance by the Master Servicer or any
      Sub-Servicer of its servicing obligations, including, but not limited to, the
      cost of (i) the preservation, restoration and protection of a Mortgaged
      Property, (ii) any enforcement or judicial proceedings, including foreclosures,
      including any expenses incurred in relation to any such proceedings that result
      from the Mortgage Loan being registered on the MERS System, (iii) the management
      and liquidation of any REO Property, including reasonable fees paid to any
      independent contractor in connection therewith, and (iv) compliance with the
      obligations under the second paragraph of Section 3.01, Section 3.09 and Section
      3.13 (other than any deductible described in the last paragraph
      thereof).

     

    “Servicing
      Criteria” The “servicing criteria” set forth in Item 1122(d) of Regulation AB,
      as such may be amended from time to time, or those Servicing Criteria otherwise
      mutually agreed to by Sponsor and the applicable Servicer in response to
      evolving interpretations of Regulation AB and incorporated into a revised
      Exhibit N.

     

    “Servicing
      Guide” The Impac Funding Corporation Servicing Guide attached hereto as Exhibit
      K.

     

    “Servicing
      Officer” Any officer of the Master Servicer involved in, or responsible for, the
      administration and servicing of the Mortgage Loans, whose name and specimen
      signature appear on a list of servicing officers furnished to the Trustee by
      the
      Master Servicer, as such list may from time to time be amended.

     

    “Single
      Certificate” A Regular Certificate of any Class (other than a Class P
      Certificate) evidencing an Initial Certificate Principal Balance of $1,000,
      or,
      in the case of a Class P Certificate, a Certificate of such Class evidencing
      an
      Initial Certificate Principal Balance of $100.

     

    “Special
      Servicer” Any special servicer that may be appointed by the Servicer which
      consent shall not be unreasonably withheld, for the purposes of servicing the
      Specially Serviced Mortgage Loans.

     

    “Specially
      Serviced Mortgage Loan” Subject to Section 3.20 of this Pooling and Servicing
      Agreement, any Mortgage Loan with respect to which:

     

    (a) the
      related Mortgagor is 60 or more days delinquent (without giving effect to any
      grace period permitted by the related Mortgage Note) in the payment of a Monthly
      Payment or other obligation (regardless of whether, in respect thereof, Advances
      have been reimbursed);

     

    (b) such
      Mortgagor has expressed to the Master Servicer an inability to pay or a hardship
      in paying such Mortgage Loan in accordance with its terms;

     

    (c) the
      Master Servicer has received notice that such Mortgagor has become the subject
      of any bankruptcy, insolvency or similar proceeding, admitted in writing the
      inability to pay its debts as they come due or made an assignment for the
      benefit of creditors;

     

    (d) the
      Master Servicer has received notice of a foreclosure or threatened foreclosure
      of any lien on the related Mortgaged Property;

     

    (e) a
      default, of which the Master Servicer has notice (other than a failure by such
      Mortgagor to pay principal or interest) and which in the sole judgment of the
      Master Servicer, materially and adversely affects the interests of the
      Certificateholders, has occurred and remained unremedied for the applicable
      grace period specified in such Mortgage Loan (or, if no grace period is
      specified, 60 days); provided, however, that a default requiring a Servicing
      Advance shall be deemed to materially and adversely affect the interests of
      the
      Certificateholders for purposes of this definition; or

     

    (f) the
      Master Servicer proposes to commence foreclosure or other workout
      arrangements.

     

    A
      Mortgage Loan will cease to be a Specially Serviced Mortgage Loan:

     

    (a) with
      respect to the circumstances described in clause (a) above, when the related
      Mortgagor has brought such Mortgage Loan current and thereafter has made three
      consecutive full and timely Monthly Payments;

     

    (b) with
      respect to the circumstances described in clauses (b) and (d) above, when such
      circumstances cease to exist in the good faith and reasonable judgment of the
      Master Servicer, or any Special Servicer on its behalf, and with respect to
      the
      circumstances described in clauses (c) and (f),when such circumstances cease
      to
      exist; or

     

    (c) with
      respect to the circumstances described in clause (e) above, when such default
      is
      cured;

     

    provided,
      however, that in each case, at the time no circumstance identified in clauses
      (a) through (f) above exists that would cause the Mortgage Loan to continue
      to
      be characterized as a Specially Serviced Mortgage Loan.

     

    “Sponsor”
      Impac Funding Corporation, or its successor in interest.

     

    “Standard
      & Poor’s” Standard & Poor’s Ratings Services, a division of The McGraw
      Hill Companies, Inc., or its successor in interest.

     

    “Startup
      Day” The day designated as such pursuant to Article X hereof.

     

    “Stated
      Principal Balance” With respect to any Mortgage Loan or related REO Property at
      any given time, (i) the principal balance of the Mortgage Loan outstanding
      as of
      the Cut-off Date, after application of principal payments due on or before
      such
      date, whether or not received, minus (ii) the sum of (a) the principal portion
      of the Monthly Payments due with respect to such Mortgage Loan or REO Property
      during each Due Period ending prior to the most recent Distribution Date which
      were received or with respect to which an Advance was made, and (b) all
      Principal Prepayments with respect to such Mortgage Loan or REO Property, and
      all Insurance Proceeds, Liquidation Proceeds and REO Proceeds to the extent
      applied by the Master Servicer as recoveries of principal in accordance with
      Section 3.15 with respect to such Mortgage Loan or REO Property, which were
      distributed pursuant to Section 4.01 on any previous Distribution Date, and
      (c)
      any Realized Loss with respect thereto allocated pursuant to Section 4.07 for
      any previous Distribution Date.

     

    “Step-Up
      Date” The first Distribution Date following the first month in which the
      aggregate Stated Principal Balance of the Mortgage Loans, and properties
      acquired in respect thereof, remaining in the trust has been reduced to less
      than or equal to 10% of the Cut-off Date Balance.

     

    “Stepdown
      Date” The earlier of (i) the first Distribution Date on which the Certificate
      Principal Balances of the Class A Certificates have been reduced to zero and
      (ii) the later to occur of (x) the Distribution Date occurring in _________
      200_
      and (y) the first Distribution Date on which the aggregate Certificate Principal
      Balance of the Class A Certificates (calculated for this purpose only after
      taking into account the receipt of principal on the Mortgage Loans, but prior
      to
      any distribution of principal to the Holders of the Certificates) is less than
      or equal to approximately ____% of the aggregate principal balance of the
      Mortgage Loans, calculated after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period.

     

    “Stepdown
      Target Subordination Percentage” For each Class of Subordinate Certificates, the
      respective percentages indicated in the following table:

     

    
      	 	
              Stepdown
                Target Subordination Percentage

            
	
              Class
                M-1

            	 
	
              Class
                M-2

            	 
	
              Class
                M-3

            	 
	
              Class
                M-4

            	 
	
              Class
                M-5

            	 
	
              Class
                M-6

            	 
	
              Class
                M-7

            	 
	
              Class
                M-8

            	 
	
              Class
                B

            	 


    

    


     

    “Subordinate
      Certificates”
      The
      Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
      Class M-8 and Class B Certificates.

     

    “Subordinate
      Class Principal Distribution Amount” For any Class of Subordinate Certificates
      and any Distribution Date, the excess of (1) the sum of (a) the aggregate
      Certificate Principal Balance of the Class A Certificates (after taking into
      account distribution of the Class A Principal Distribution Amount for such
      Distribution Date), (b) the aggregate Certificate Principal Balance of any
      Class(es) of Subordinate Certificates that are senior to the subject Class
      (in
      each case, after taking into account distribution of the Subordinate Class
      Principal Distribution Amount(s) for such senior Class(es) of Certificates
      for
      such Distribution Date) and (c) the Certificate Principal Balance of the subject
      Class of Subordinate Certificates immediately prior to such Distribution Date
      over (2) the lesser of (a) the product of (x) 100% minus the Stepdown Target
      Subordination Percentage for the subject Class of Certificates and (y) the
      aggregate Stated Principal Balance of the Mortgage Loans for such Distribution
      Date and (b) the aggregate Stated Principal Balance of the Mortgage Loans for
      such Distribution Date minus the OC Floor; provided, however, that if such
      Class
      of Subordinate Certificates is the only Class of Subordinate Certificates
      outstanding on such Distribution Date, that Class will be entitled to receive
      the entire remaining Principal Distribution Amount until the Certificate
      Principal Balance thereof is reduced to zero.

     

    “Subsequent
      Recoveries” Any Liquidation Proceeds (net of amounts owed to the Master Servicer
      or any Sub-servicer with respect to the related Mortgage Loan) received after
      the final liquidation of a Mortgage Loan. If Subsequent Recoveries are received,
      they will be included as part of the Principal Remittance Amount for the
      following Distribution Date and distributed in accordance with the priorities
      described in Section 4.01 of this Agreement. In addition, after giving effect
      to
      all distributions on a Distribution Date, if any Allocated Realized Loss Amounts
      are outstanding, the Allocated Realized Loss Amount for the Class of Offered
      Certificates then outstanding with the highest distribution priority will be
      decreased by the amount of such Subsequent Recoveries until reduced to zero
      (with any remaining Subsequent Recoveries applied to reduce the Allocated
      Realized Loss Amount of the Class with the next highest distribution priority),
      and the Certificate Principal Balance of such Class or Classes of Offered
      Certificates will be increased by the same amount. Thereafter, such Class or
      Classes of Offered Certificates will accrue interest on the increased
      Certificate Principal Balance.

     

    “Sub-Servicer”
      Any Person with which the Master Servicer has entered into a Sub-Servicing
      Agreement and which meets the qualifications of a Sub-Servicer pursuant to
      Section 3.02.

     

    “Sub-Servicer
      Remittance Date” The 18th day of each month, or if such day is not a Business
      Day, the immediately preceding Business Day.

     

    “Sub-Servicing
      Account” An account established by a Sub-Servicer which meets the requirements
      set forth in Section 3.08 and is otherwise acceptable to the Master
      Servicer.

     

    “Sub-Servicing
      Agreement” The written contract between the Master Servicer and a Sub-Servicer
      and any successor Sub-Servicer relating to servicing and administration of
      certain Mortgage Loans as provided in Section 3.02.

     

    “Sub-Servicing
      Fees” As to each Mortgage Loan, an amount, payable out of any payment of
      interest on the Mortgage Loan, equal to interest at the Sub-Servicing Fee Rate
      on the Stated Principal Balance of such Mortgage Loan as of the Due Date in
      the
      calendar month preceding the month in which the payment of the Servicing Fee
      is
      due (alternatively, in the event such payment of interest accompanies a
      Principal Prepayment in Full made by the Mortgagor, interest for the number
      of
      days covered by such payment of interest).

     

    “Sub-Servicing
      Fee Rate” On each adjustable rate Mortgage Loan, a rate equal to _____% per
      annum, with
      such
      rate increasing to ______% per annum for any commercial or mixed-use loan that
      becomes a Specially Serviced Mortgage Loan.
      On each
      fixed rate first lien Mortgage Loan, a rate equal to _____% per annum, with
      such
      rate increasing to ______% per annum for any commercial or mixed-use loan that
      becomes a Specially Serviced Mortgage Loan. On each fixed rate second lien
      Mortgage Loan, a rate equal to _____% per annum, with such rate increasing
      to
      ______% per annum for any commercial or mixed-use loan that becomes a Specially
      Serviced Mortgage Loan.

     

    “Substitution
      Adjustment” As defined in Section 2.04 hereof.

     

    “Supplemental
      Interest Trust” The corpus of a trust created pursuant to Section 3.20 of this
      Agreement and designated as the “Supplemental Interest Trust,” consisting of the
      Swap Agreement and the Swap Account. For the avoidance of doubt, the
      Supplemental Interest Trust, the Swap Agreement, the Swap Account and the Swap
      Administration Agreement do not constitute parts of the Trust Fund or any
      REMIC.

     

    “Supplemental
      Interest Trust Trustee” [NAME OF THE TRUSTEE], a national banking association
      not in its individual capacity but solely in its capacity as supplemental
      interest trust trustee under the Swap Administration Agreement and the Swap
      Agreement, and any successor thereto, and any corporation or national banking
      association resulting from or surviving any consolidation or merger to which
      it
      or its successors may be a party and any successor supplemental interest trust
      trustee as may from time to time be serving as successor supplemental interest
      trust trustee.

     

    “Swap
      Account” The separate trust account created and maintained by the Swap
      Administrator, and held within the Supplemental Interest Trust, pursuant to
      the
      Swap Administration Agreement.

     

    “Swap
      Administrator” [NAME OF THE SWAP ADMINISTRATOR] acting as swap administrator
      under the Swap Administration Agreement.

    


    “Swap
      Administration Agreement” The Swap Administration Agreement, dated __________
      ___, 200_, pursuant to which the Swap Administrator will make payments to the
      Swap Provider and the Trust Fund, and certain other payments, as such agreement
      may be amended or supplemented from time to time.

    


    “Swap
      Agreement” The interest rate swap agreement between the Swap Provider and
      Supplemental Interest Trust Trustee, acting as trustee on behalf of the
      Supplemental Interest Trust, which agreement provides for Net Swap Payments
      and
      Swap Termination Payments to be paid, as provided therein, together with any
      schedules, confirmations or other agreements relating thereto, attached hereto
      as Exhibit M.

     

    “Swap
      LIBOR” LIBOR as determined pursuant to the Swap Agreement.

     

    “Swap
      Provider” The swap provider under the Swap Agreement either (a) entitled to
      receive payments from the Swap Administrator from amounts payable by the Trust
      Fund under this Agreement or (b) required to make payments to the Swap
      Administrator for payment to the Trust Fund, in either case pursuant to the
      terms of the Swap Agreement, and any successor in interest or assign. Initially,
      the Swap Provider shall be Barclays Bank PLC.

     

    “Swap
      Provider Trigger Event” With respect to any Distribution Date, (i) an Event of
      Default under the Swap Agreement with respect to which the Swap Provider is
      a
      Defaulting Party, (ii) a Termination Event under the Swap Agreement with respect
      to which the Swap Provider is the sole Affected Party, or (iii) an Additional
      Termination Event under the Swap Agreement with respect to which the Swap
      Provider is the sole Affected Party.

     

    “Swap
      Termination Payment” Upon the designation of an “Early Termination Date” as
      defined in the Swap Agreement, the payment to be made by the Swap Administrator
      to the Swap Provider from payments from the Trust Fund, or by the Swap Provider
      to the Swap Administrator for payment to the Trust Fund, as applicable, pursuant
      to the terms of the Swap Agreement.

     

    “Tax
      Returns” The federal income tax return on Internal Revenue Service Form 1066,
      U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
      Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
      Taxable Income or Net Loss Allocation, or any successor forms, to be filed
      on
      behalf of REMIC 1, REMIC 2 and REMIC 3 due to their classification as REMICs
      under the REMIC Provisions, together with any and all other information, reports
      or returns that may be required to be furnished to the Certificateholders or
      filed with the Internal Revenue Service or any other governmental taxing
      authority under any applicable provisions of federal, state or local tax
      laws.

     

    “Transfer”
      Any direct or indirect transfer, sale, pledge, hypothecation or other form
      of
      assignment of any Ownership Interest in a Certificate.

     

    “Transferor”
      Any Person who is disposing by Transfer of any Ownership Interest in a
      Certificate.

     

    “Trigger
      Event” A Trigger Event is in effect with respect to any Distribution Date
      if

     

    (1) the
      average three-month rolling percentage obtained by dividing (x) the aggregate
      principal balance of Mortgage Loans that are 60 or more days delinquent
      (including for this purpose any such Mortgage Loans in foreclosure, Mortgage
      Loans with respect to which the related mortgaged property has been acquired
      by
      the trust, and Mortgage Loans discharged due to bankruptcy) as of the last
      day
      of the previous calendar month by (y) the aggregate principal balance of the
      Mortgage Loans, in each case, as of the last day of the previous calendar month,
      exceeds the product of the applicable percentage listed directly below and
      the
      Credit Enhancement Percentage

     

    
      	
              Class

            	
              Percentage

            
	
              Class
                A

            	 
	
              Class
                M-1

            	 
	
              Class
                M-2

            	 
	
              Class
                M-3

            	 
	
              Class
                M-4

            	 
	
              Class
                M-5

            	 
	
              Class
                M-6

            	 
	
              Class
                M-7

            	 
	
              Class
                M-8

            	 
	
              Class
                B

            	 


    

     

    or

     

    (2) the
      cumulative amount of Realized Losses incurred on the Mortgage Loans from the
      Cut-off Date through the end of the calendar month immediately preceding such
      Distribution Date divided by the Cut-off Date Balance exceeds (i) ___% with
      respect to the Distribution Date occurring in __________ 200_, plus an
      additional 1/12th of ___% for each month thereafter up to and including the
      Distribution Date in __________ 200_, (ii) ___% with respect to the Distribution
      Date occurring in __________ 200_, plus an additional 1/12th of ___% for each
      month thereafter up to and including the Distribution Date in _________ 200_,
      (iii) ___% with respect to the Distribution Date occurring in _________ 20__,
      plus an additional 1/12th of ___% for each month thereafter up to and including
      the Distribution Date in _________ 20__, (iv) ___% with respect to the
      Distribution Date occurring in __________ 20__, plus an additional 1/12th of
      ___% for each month thereafter up to and including the Distribution Date in
      December 20__ and (v) ___%with respect to any Distribution Date occurring in
      __________ 20__ and thereafter.

     

    For
      purposes of the foregoing calculation, a Mortgage Loan is considered “60 days”
delinquent if a payment due on the first day of a month has not been received
      by
      the second day of the second following month.

     

    “Trustee”
      [NAME OF THE TRUSTEE], or its successor in interest, or any successor trustee
      appointed as herein provided.

     

    “Trust
      Fund” REMIC 1, REMIC 2, REMIC 3, the Supplemental Interest Trust, Swap
      Administration Agreement, Swap Account, Swap Agreement and the Net WAC Shortfall
      Reserve Fund.

     

    “Uncertificated
      Accrued Interest”: With respect to each Uncertificated REMIC Regular Interest on
      each Distribution Date, an amount equal to one month’s interest at the related
      Uncertificated Pass-Through Rate on the Uncertificated Principal Balance of
      such
      Uncertificated REMIC Regular Interest. In each case, Uncertificated Accrued
      Interest will be reduced by any Net Prepayment Interest Shortfalls and Relief
      Act Interest Shortfalls (allocated to such Uncertificated REMIC Regular
      Interests as set forth in Section 1.03).

     

    “Uncertificated
      Notional Amount”: With respect to REMIC 2 Regular Interest IO and each
      Distribution Date listed below, the aggregate Uncertificated Principal Balance
      of the REMIC I Regular Interests ending with the designation “A” listed
      below:

     

    
      	
              Distribution
                Date

            	
              REMIC
                II Regular Interests

            
	
              1
                and 2

            	
              I-1-A
                through I-59-A 

            
	
              3

            	
              I-2-A
                through I-59-A 

            
	
              4

            	
              I-3-A
                through I-59-A 

            
	
              5

            	
              I-4-A
                through I-59-A 

            
	
              6

            	
              I-5-A
                through I-59-A 

            
	
              7

            	
              I-6-A
                through I-59-A 

            
	
              8

            	
              I-7-A
                through I-59-A 

            
	
              9

            	
              I-8-A
                through I-59-A 

            
	
              10

            	
              I-9-A
                through I-59-A 

            
	
              11

            	
              I-10-A
                through I-59-A 

            
	
              12

            	
              I-11-A
                through I-59-A 

            
	
              13

            	
              I-12-A
                through I-59-A 

            
	
              14

            	
              I-13-A
                through I-59-A 

            
	
              15

            	
              I-14-A
                through I-59-A 

            
	
              16

            	
              I-15-A
                through I-59-A 

            
	
              17

            	
              I-16-A
                through I-59-A 

            
	
              18

            	
              I-17-A
                through I-59-A 

            
	
              19

            	
              I-18-A
                through I-59-A 

            
	
              20

            	
              I-19-A
                through I-59-A 

            
	
              21

            	
              I-20-A
                through I-59-A 

            
	
              22

            	
              I-21-A
                through I-59-A 

            
	
              23

            	
              I-22-A
                through I-59-A 

            
	
              24

            	
              I-23-A
                through I-59-A 

            
	
              25

            	
              I-24-A
                through I-59-A 

            
	
              26

            	
              I-25-A
                through I-59-A 

            
	
              27

            	
              I-26-A
                through I-59-A 

            
	
              28

            	
              I-27-A
                through I-59-A 

            
	
              29

            	
              I-28-A
                through I-59-A 

            
	
              30

            	
              I-29-A
                through I-59-A 

            
	
              31

            	
              I-30-A
                through I-59-A 

            
	
              32

            	
              I-31-A
                through I-59-A 

            
	
              33

            	
              I-32-A
                through I-59-A 

            
	
              34

            	
              I-33-A
                through I-59-A 

            
	
              35

            	
              I-34-A
                through I-59-A 

            
	
              36

            	
              I-35-A
                through I-59-A 

            
	
              37

            	
              I-36-A
                through I-59-A 

            
	
              38

            	
              I-37-A
                through I-59-A 

            
	
              39

            	
              I-38-A
                through I-59-A 

            
	
              40

            	
              I-39-A
                through I-59-A 

            
	
              41

            	
              I-40-A
                through I-59-A 

            
	
              42

            	
              I-41-A
                through I-59-A 

            
	
              43

            	
              I-42-A
                through I-59-A 

            
	
              44

            	
              I-43-A
                through I-59-A 

            
	
              45

            	
              I-44-A
                through I-59-A 

            
	
              46

            	
              I-45-A
                through I-59-A 

            
	
              47

            	
              I-46-A
                through I-59-A 

            
	
              48

            	
              I-47-A
                through I-59-A 

            
	
              49

            	
              I-48-A
                through I-59-A 

            
	
              50

            	
              I-49-A
                through I-59-A 

            
	
              51

            	
              I-50-A
                through I-59-A 

            
	
              52

            	
              I-51-A
                through I-59-A 

            
	
              53

            	
              I-52-A
                through I-59-A 

            
	
              54

            	
              I-53-A
                through I-59-A 

            
	
              55

            	
              I-54-A
                through I-59-A 

            
	
              56

            	
              I-55-A
                through I-59-A 

            
	
              57

            	
              I-56-A
                through I-59-A 

            
	
              58

            	
              I-57-A
                and I-59-A 

            
	
              59

            	
              I-58-A
                and I-59-A 

            
	
              60

            	
              I-59-A
                

            
	
              thereafter

            	
              $0.00

            


    

     

    With
      respect to the Class IO Interest and any Distribution Date, an amount equal
      to
      the Uncertificated Notional Amount of REMIC 2 Regular Interest IO.

     

    “Uncertificated
      Pass-Through Rates: The Uncertificated REMIC 1 Pass-Through Rate and
      Uncertificated REMIC 2 Pass-Through Rate.

     

    “Uncertificated
      Principal Balance”: With respect to each Uncertificated REMIC Regular Interest,
      the principal amount of such Uncertificated REMIC Regular Interest outstanding
      as of any date of determination. As of the Closing Date, the Uncertificated
      Principal Balance of each Uncertificated REMIC Regular Interest shall equal
      the
      amount set forth in the Preliminary Statement hereto as its initial
      Uncertificated Principal Balance. On each Distribution Date, the Uncertificated
      Principal Balance of each such Uncertificated REMIC Regular Interest shall
      be
      reduced by all distributions of principal made on such Uncertificated REMIC
      Regular Interest on such Distribution Date pursuant to Section 4.04 and, if
      and
      to the extent necessary and appropriate, shall be further reduced on such
      Distribution Date by Realized Losses as provided in Section 4.05. The
      Uncertificated Principal Balance of REMIC 2 Regular Interest ZZ shall be
      increased by interest deferrals as provided in Section 4.04. The Uncertificated
      Principal Balance of each Uncertificated REMIC Regular Interest shall never
      be
      less than zero. 

     

    “Uncertificated
      REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interest A-I, a per
      annum rate equal to the weighted average of the Net Mortgage Rates of the
      Mortgage Loans. For the first Distribution Date only with respect to each REMIC
      1 Regular Interest ending with the designation “A”, a per annum rate equal to
      the weighted average of the Net Mortgage Rates of the Mortgage Loans multiplied
      by 2, subject to a maximum rate of 7.449%. For the first Distribution Date
      only
      with respect to each REMIC 1 Regular Interest ending with the designation “B”,
      the greater of (x) a per annum rate equal to the excess, if any, of (i) 2
      multiplied by the weighted average of the Net Mortgage Rates of the Mortgage
      Loans, over (ii) 7.449% and (y) 0.00%. After the first Distribution Date, with
      respect to each REMIC 1 Regular Interest ending with the designation “A” and
“B”, a per annum rate equal to the Uncertificated REMIC 1 Pass-Through Rates as
      provided in the following table:

     

    
      	
              Distribution
                Date

            	
              REMIC
                1 Regular Interest

            	
              Rate

            
	
              2

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              3

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              4

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              5

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              6

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              7

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              8

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              9

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              10

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus _______% and (ii) ______%

            
	
              11

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to _______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus _______% and (ii) _______%

            
	
              12

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              13

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              14

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              15

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              16

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              17

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              18

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              19

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              20

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              21

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              22

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              23

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              24

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              25

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              26

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              27

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              28

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              29

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              30

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              31

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              32

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              33

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              34

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus _______ % and (ii) ______%

            
	
              35

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              36

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              37

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              38

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              39

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              40

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              41

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              42

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              43

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              44

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              45

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              46

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              47

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              48

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              49

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              50

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              51

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              52

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus _______% and (ii) ______%

            
	
              53

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus _______% and (ii) ______%

            
	
              54

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) _____%

            
	
              55

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to _____%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus _____% and (ii) ______%

            
	
              56

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              57

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              58

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              59

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii) ______%

            
	
              60
                and thereafter

            	
              REMIC
                1 Regular Interest ending with the designation “A”

            	
              2
                multiplied by the Net Mortgage Rates of the Mortgage Loans, subject
                to a
                per annum rate equal to ______%

            
	 	
              REMIC
                1 Regular Interest ending with the designation “B”

            	
              The
                greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage
                Loans minus ______% and (ii)
                ______%

            


    

     

    “Uncertificated
      REMIC 2 Pass-Through Rate”: With respect to REMIC 2 Regular Interest AA, REMIC 2
      Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest
      A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2
      Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest
      M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular
      Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC
      2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest
      B, REMIC 2 Regular Interest P and REMIC 2 Regular Interest ZZ, a per annum
      rate
      (but not less than zero) equal to the weighted average of: (x) with respect
      to
      REMIC 1 Regular Interest A-I and each REMIC 1 Regular Interest ending with
      the
      designation “B”, the weighted average of the Uncertificated REMIC 1 Pass-Through
      Rates for such REMIC 1 Regular Interests, weighted on the basis of the
      Uncertificated Principal Balances of such REMIC 1 Regular Interests for each
      such Distribution Date and (y) with respect to REMIC 1 Regular Interests ending
      with the designation “A”, for each Distribution Date listed below, the weighted
      average of the rates listed below for each such REMIC 1 Regular Interest listed
      below, weighted on the basis of the Uncertificated Principal Balances of each
      such REMIC 1 Regular Interest for each such Distribution Date:

     

    
      	
              Distribution
                Date

            	
              REMIC
                1 Regular Interest

            	
              Rate

            
	
              1
                and 2

            	
              I-1-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              3

            	
              I-2-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              4

            	
              I-3-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              5

            	
              I-4-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              6

            	
              I-5-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              7

            	
              I-6-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              8

            	
              I-7-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              9

            	
              I-8-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              10

            	
              I-9-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              11

            	
              I-10-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              12

            	
              I-11-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              13

            	
              I-12-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              14

            	
              I-13-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              15

            	
              I-14-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              16

            	
              I-15-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              17

            	
              I-16-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              18

            	
              I-17-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              19

            	
              I-18-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              20

            	
              I-19-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              21

            	
              I-20-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              22

            	
              I-21-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              23

            	
              I-22-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              24

            	
              I-23-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              25

            	
              I-24-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              26

            	
              I-25-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              27

            	
              I-26-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              28

            	
              I-27-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              29

            	
              I-28-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              30

            	
              I-29-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              31

            	
              I-30-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-29-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              32

            	
              I-31-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-30-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              33

            	
              I-32-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-31-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              34

            	
              I-33-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              35

            	
              I-34-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-33-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              36

            	
              I-35-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-34-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              37

            	
              I-36-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-35-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              38

            	
              I-37-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-36-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              39

            	
              I-38-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-37-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              40

            	
              I-39-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-38-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              41

            	
              I-40-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-39-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              42

            	
              I-41-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-40-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              43

            	
              I-42-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-41-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              44

            	
              I-43-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-42-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              45

            	
              I-44-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-43-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              46

            	
              I-45-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-44-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              47

            	
              I-46-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-45-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              48

            	
              I-47-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-46-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              49

            	
              I-48-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-47-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              50

            	
              I-49-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-48-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              51

            	
              I-50-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-49-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              52

            	
              I-51-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-50-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              53

            	
              I-52-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              54

            	
              I-53-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-52-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              55

            	
              I-54-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-53-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              56

            	
              I-55-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-54-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              57

            	
              I-56-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-55-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              58

            	
              I-57-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-56-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              59

            	
              I-58-A
                through I-59-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                and I-57-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              60

            	
              I-59-A
                

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              I-1-A
                through I-58-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-59-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

     

    “Uncertificated
      REMIC Regular Interests”: The REMIC 1 Regular Interests and the REMIC 2 Regular
      Interests.

     

    “Uninsured
      Cause” Any cause of damage to property subject to a Mortgage such that the
      complete restoration of such property is not fully reimbursable by the hazard
      insurance policies or flood insurance policies required to be maintained
      pursuant to Section 3.13.

     

    “United
      States Person” A citizen or resident of the United States, a corporation or a
      partnership (including an entity treated as a corporation or partnership for
      United States federal income tax purposes) created or organized in, or under
      the
      laws of, the United States or any State thereof or the District of Columbia
      (except, in the case of a partnership, to the extent provided in regulations)
      provided that, for purposes solely of the restrictions on the transfer of Class
      R Certificates, no partnership or other entity treated as a partnership for
      United States federal income tax purposes shall be treated as a United States
      Person unless all persons that own an interest in such partnership either
      directly or through any entity that is not a corporation for United States
      federal income tax purposes are required by the applicable operative agreement
      to be United States Persons or an estate whose income is subject to United
      States federal income tax regardless of its source, or a trust if a court within
      the United States is able to exercise primary supervision over the
      administration of the trust and one or more such United States Persons have
      the
      authority to control all substantial decisions of the trust. To the extent
      prescribed in regulations by the Secretary of the Treasury, which have not
      yet
      been issued, a trust which was in existence on August 20, 1996 (other than
      a
      trust treated as owned by the grantor under subpart E of part I of subchapter
      J
      of chapter 1 of the Code), and which was treated as a United States person
      on
      August 20, 1996 may elect to continue to be treated as a United States person
      notwithstanding the previous sentence.

     

    “Unpaid
      Interest Shortfall Amount” For
      each
      Class of Offered Certificates and the first Distribution Date, zero, and with
      respect to each Class of Offered Certificates and any Distribution
      Date after
      the
      first Distribution Date, the amount, if any, by which (a) the sum of (1) the
      Monthly Interest Distributable Amount for such Class for the immediately
      preceding Distribution Date and (2) the outstanding Unpaid Interest Shortfall
      Amount, if any, for such Class for such preceding Distribution Date exceeds
      (b)
      the aggregate amount distributed on such Class in respect of interest pursuant
      to clause (a) of this definition on such preceding Distribution Date, plus
      interest on the amount of interest due but not paid on such Class on such
      preceding Distribution Date, to the extent permitted by law, at the Pass-Through
      Rate for such Class for the related Accrual Period.

     

    “Voting
      Rights” The portion of the voting rights of all of the Certificates which is
      allocated to any Certificate. At all times during the term of this Agreement,
      (i) 98% of all Voting Rights will be allocated among the Holders of the Class
      A
      Certificates, the Subordinate Certificates and the Class C Certificates in
      proportion to the then outstanding Certificate Principal Balances of their
      respective Certificates, (ii) 1% of all Voting Rights will be allocated to
      the
      Holders of the Class P Certificates and (iii) 1% of all Voting Rights will
      be
      allocated to the Holders of the Class R Certificates. The Voting Rights
      allocated to any Class of Certificates shall be allocated among all Holders
      of
      the Certificates of such Class in proportion to the outstanding Percentage
      Interests in such Class represented thereby.

     

    “Weighted
      Average Net Mortgage Rate” The weighted average of the Net Mortgage Rates of the
      Mortgage Loans, weighted on the basis of the Stated Principal Balances thereof
      as of the close of business on the first day of the calendar month preceding
      the
      month in which such Distribution Date occurs.

     

    “Workout
      Fee” An amount equal to the product of 1.50% and the amount of Net Collections
      received by the Servicer or any Special Servicer with respect to each Corrected
      Mortgage Loan.

     

    Section
      1.02.  Determination
      of LIBOR.

     

    LIBOR
      applicable to the calculation of the Pass-Through Rate on the Offered
      Certificates for any Accrual Period will be determined on each LIBOR Rate
      Adjustment Date.

     

    On
      each
      LIBOR Rate Adjustment Date, LIBOR shall be established by the Trustee and,
      as to
      any Accrual Period, will equal the rate for one month United States dollar
      deposits that appears on the Telerate Screen Page 3750 as of 11:00 a.m., London
      time, on such LIBOR Rate Adjustment Date. “Telerate Screen Page 3750” means the
      display designated as page 3750 on the Telerate Service (or such other page
      as
      may replace page 3750 on that service for the purpose of displaying London
      interbank offered rates of major banks). If such rate does not appear on such
      page (or such other page as may replace that page on that service, or if such
      service is no longer offered, LIBOR shall be so established by use of such
      other
      service for displaying LIBOR or comparable rates as may be selected by the
      Trustee after consultation with the Master Servicer), the rate will be the
      Reference Bank Rate. The “Reference Bank Rate” will be determined on the basis
      of the rates at which deposits in U.S. Dollars are offered by the reference
      banks (which shall be any three major banks that are engaged in transactions
      in
      the London interbank market, selected by the Trustee after consultation with
      the
      Master Servicer) as of 11:00 a.m., London time, on the LIBOR Rate Adjustment
      Date to prime banks in the London interbank market for a period of one month
      in
      amounts approximately equal to the aggregate Certificate Principal Balance
      of
      the Offered Certificates then outstanding. The Trustee will request the
      principal London office of each of the reference banks to provide a quotation
      of
      its rate. If at least two such quotations are provided, the rate will be the
      arithmetic mean of the quotations rounded up to the next multiple of 1/16%.
      If
      on such date fewer than two quotations are provided as requested, the rate
      will
      be the arithmetic mean of the rates quoted by one or more major banks in New
      York City, selected by the Trustee after consultation with the Master Servicer,
      as of 11:00 a.m., New York City time, on such date for loans in U.S. Dollars
      to
      leading European banks for a period of one month in amounts approximately equal
      to the aggregate Certificate Principal Balance of the Offered Certificates
      then
      outstanding. If no such quotations can be obtained, the rate will be LIBOR
      for
      the prior Distribution Date; provided however, if, under the priorities
      described above, LIBOR for a Distribution Date would be based on LIBOR for
      the
      previous Distribution Date for the third consecutive Distribution Date, the
      Trustee shall select an alternative comparable index after consultation with
      the
      Master Servicer (over which the Trustee has no control), used for determining
      one-month Eurodollar lending rates that is calculated and published (or
      otherwise made available) by an independent party.

     

    The
      establishment of LIBOR by the Trustee on any LIBOR Rate Adjustment Date and
      the
      Trustee’s subsequent calculation of the Pass-Through Rate applicable to the
      Offered Certificates for the relevant Accrual Period, in the absence of manifest
      error, will be final and binding.

     

    Promptly
      following each LIBOR Rate Adjustment Date the Trustee shall supply the Master
      Servicer with the results of its determination of LIBOR on such date.
      Furthermore, the Trustee will supply to any Certificateholder so requesting
      by
      telephone the Pass-Through Rate on the Offered Certificates for the current
      and
      the immediately preceding Accrual Period.

     

    Section
      1.03.  Allocation
      of Certain Interest Shortfalls.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC 1 Regular Interests for any Distribution Date, the aggregate amount of
      any
      Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
      incurred in respect of Mortgage Loans shall be allocated first, to REMIC I
      Regular Interest A-I and to the REMIC I Regular Interests ending with the
      designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC 1 Pass-Through Rates on the respective Uncertificated
      Principal Balances of each such REMIC 1 Regular Interest, and then, to REMIC
      1
      Regular Interests ending with the designation “A”, pro rata based on, and to the
      extent of, one month’s interest at the then applicable respective Uncertificated
      REMIC 1 Pass-Through Rates on the respective Uncertificated Principal Balances
      of each such REMIC 1 Regular Interest. 

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC 2 Regular Interests for any Distribution Date, the aggregate amount of
      any
      Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans for any Distribution Date shall be
      allocated (i) with respect to the Mortgage Loans, first, to Uncertificated
      Accrued Interest payable to REMIC 2 Regular Interest AA and REMIC 2 Regular
      Interest ZZ up to an aggregate amount equal to the REMIC 2 Interest Loss
      Allocation Amount, 98% and 2%, respectively, and thereafter among REMIC 2
      Regular Interest AA, REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest
      A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2
      Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest
      A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2
      Regular Interest, M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest
      M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest, M-7, REMIC 2
      Regular Interest M-8, REMIC 2 Regular Interest B and REMIC 2 Regular Interest
      ZZ, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC 2 Pass-Through Rates on the respective Uncertificated
      Principal Balance of each such REMIC 2 Regular Interest.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS

     

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    Section
      2.01.  Conveyance
      of Mortgage Loans.

     

    The
      Depositor, as of the Closing Date, and concurrently with the execution and
      delivery hereof, does hereby assign, transfer, sell, set over and otherwise
      convey to the Trustee without recourse all the right, title and interest of
      the
      Depositor in and to the Mortgage Loans identified on the Mortgage Loan Schedule
      (exclusive of any prepayment fees and late payment charges received thereon)
      and
      all other assets included or to be included in the Trust Fund for the benefit
      of
      the Certificateholders and the Certificate Insurer, including the amount to
      be
      deposited by or on behalf of the Depositor into the Net WAC Shortfall Reserve
      Fund. Such assignment includes all principal and interest received by the Master
      Servicer on or with respect to the Mortgage Loans (other than payment of
      principal and interest due on or before the Cut-off Date). 

     

    In
      connection with such transfer and assignment, the Depositor has caused the
      Sponsor
      to
      deliver to, and deposit with the Custodian, as described in the Mortgage Loan
      Purchase Agreement, with respect to each Mortgage Loan, the following documents
      or instruments:

     

    (i)  the
      original Mortgage Note endorsed without recourse in blank or to, “[NAME OF THE
      TRUSTEE], as trustee under the Pooling and Servicing Agreement relating to
      Impac
      Secured Assets Corp., Asset-Backed Certificates, Series 200_-_” with all
      intervening endorsements showing an unbroken chain of endorsements from the
      originator to the Person endorsing it to the Trustee or, with respect to any
      Mortgage Loan as to which the original Mortgage Note has been permanently lost
      or destroyed and has not been replaced, a Lost Note Affidavit;

     

    (ii)  the
      original recorded Mortgage, noting the presence of the MIN of the Mortgage
      Loan
      and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
      Loan is a MOM Loan, with evidence of recording indicated thereon or, if the
      original Mortgage has not been returned from the public recording office, a
      copy
      of the Mortgage certified by the Sponsor or the public recording office in
      which
      such Mortgage has been recorded to be a true and complete copy of the original
      Mortgage submitted for recording;

     

    (iii)  unless
      the Mortgage Loan is registered on the MERS® System, a duly executed original
      Assignment of the Mortgage, without recourse in blank or to, in recordable
      form
      to [NAME OF THE TRUSTEE], as trustee,” or to “[NAME OF THE TRUSTEE], as trustee
      for holders of Impac Secured Assets Corp., Asset-Backed Certificates, Series
      200_-_”;

     

    (iv)  the
      original recorded Assignment or Assignments of the Mortgage showing an unbroken
      chain of assignment from the originator thereof to the Person assigning it
      in
      blank or to the Trustee (or to MERS, if the Mortgage Loan is registered on
      the
      MERS® System and noting the presence of a MIN) or, if any such Assignment has
      not been returned from the applicable public recording office, a copy of such
      Assignment certified by the Sponsor to be a true and complete copy of the
      original Assignment submitted to the title insurance company for
      recording;

     

    (v)  the
      original title insurance policy, or, if such policy has not been issued, any
      one
      of an original or a copy of the preliminary title report, title binder or title
      commitment on the Mortgaged Property with the original policy of the insurance
      to be delivered promptly following the receipt thereof;

     

    (vi)  a
      copy of
      the related hazard insurance policy; and

     

    (vii)  a
      true
      and correct copy of any assumption, modification, consolidation or substitution
      agreement.

     

    The
      Sponsor is obligated as described in the Mortgage Loan Purchase Agreement,
      with
      respect to the Mortgage Loans, to deliver to the Custodian: (a) either the
      original recorded Mortgage, or in the event such original cannot be delivered
      by
      the Sponsor, a copy of such Mortgage certified as true and complete by the
      appropriate recording office, in those instances where a copy thereof certified
      by the Sponsor was delivered to the Custodian pursuant to clause (ii) above;
      and
      (b) either the original Assignment or Assignments of the Mortgage, with evidence
      of recording thereon, showing an unbroken chain of assignment from the
      originator to the Sponsor, or in the event such original cannot be delivered
      by
      the Sponsor, a copy of such Assignment or Assignments certified as true and
      complete by the appropriate recording office, in those instances where copies
      thereof certified by the Sponsor were delivered to the Custodian pursuant to
      clause (iv) above. However, pursuant to the Mortgage Loan Purchase Agreement
      with respect to the Mortgage Loans, the Sponsor need not cause to be recorded
      any assignment in any jurisdiction under the laws of which, as evidenced by
      an
      Opinion of Counsel delivered by the Sponsor to the Trustee and the Rating
      Agencies, the recordation of such assignment is not necessary to protect the
      Trustee’s interest in the related Mortgage Loan; provided,
      however,
      notwithstanding the delivery of any Opinion of Counsel, each assignment shall
      be
      submitted for recording by the Sponsor in the manner described above, at no
      expense to the Trust or the Trustee, upon the earliest to occur of: (i)
      direction by the Holders of Certificates evidencing at least 25% of the Voting
      Rights, (ii) the occurrence of a Event of Default, (iii) the occurrence of
      a
      bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv) the
      occurrence of a servicing transfer as described in Section 7.02 hereof and
      (v)
      if the Sponsor is not the Master Servicer and with respect to any one
      assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating
      to the Mortgagor under the related Mortgage.

     

    Notwithstanding
      anything to the contrary contained in this Section 2.01, in those instances
      where the public recording office retains the original Mortgage after it has
      been recorded, the Sponsor shall be deemed to have satisfied its obligations
      hereunder upon delivery to the Custodian of a copy of such Mortgage certified
      by
      the public recording office to be a true and complete copy of the recorded
      original thereof.

     

    If
      any
      Assignment is lost or returned unrecorded to the Custodian because of any defect
      therein, the Sponsor is required, as described in the Mortgage Loan Purchase
      Agreement with respect to the Mortgage Loans, to prepare a substitute Assignment
      or cure such defect, as the case may be, and the Sponsor shall cause such
      Assignment to be recorded in accordance with this section.

     

    The
      Sponsor is required as described in the Mortgage Loan Purchase Agreement to
      exercise its best reasonable efforts to deliver or cause to be delivered to
      the
      Custodian within 120 days of the Closing Date, with respect to the Mortgage
      Loans, the original or a photocopy of the title insurance policy with respect
      to
      each such Mortgage Loan assigned to the Trustee pursuant to this Section
      2.01.

     

    In
      connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Sponsor further agrees that it will cause, at the Sponsor’s own
      expense, as of the Closing Date, the MERS® System to indicate that such Mortgage
      Loans have been assigned by the Sponsor to the Trustee in accordance with this
      Agreement for the benefit of the Certificateholders and the Certificate Insurer
      by including (or deleting, in the case of Mortgage Loans which are repurchased
      in accordance with this Agreement) in such computer files (a) the code in the
      field which identifies the specific Trustee and (b) the code in the field “Pool
      Field” which identifies the series of the Certificates issued in connection with
      such Mortgage Loans. The Depositor further agrees that it will not, and will
      not
      permit the Master Servicer to, and the Master Servicer agrees that it will
      not,
      alter the codes referenced in this paragraph with respect to any Mortgage Loan
      during the term of this Agreement unless and until such Mortgage Loan is
      repurchased in accordance with the terms of this Agreement.

     

    All
      original documents relating to the Mortgage Loans which are not delivered to
      the
      Custodian are and shall be held by the Master Servicer in trust for the benefit
      of the Trustee on behalf of the Certificateholders and the Certificate
      Insurer.

     

    Except
      as
      may otherwise expressly be provided herein, none of the Depositor, the Master
      Servicer or the Trustee shall (and the Master Servicer shall ensure that no
      Sub-Servicer shall) assign, sell, dispose of or transfer any interest in the
      Trust Fund or any portion thereof, or cause the Trust Fund or any portion
      thereof to be subject to any lien, claim, mortgage, security interest, pledge
      or
      other encumbrance.

     

    It
      is
      intended that the conveyance of the Mortgage Loans by the Depositor to the
      Trustee as provided in this Section be, and be construed as, a sale of the
      Mortgage Loans as provided for in this Section 2.01 by the Depositor to the
      Trustee for the benefit of the Certificateholders and the Certificate Insurer.
      It is, further, not intended that such conveyance be deemed a pledge of the
      Mortgage Loans by the Depositor to the Trustee to secure a debt or other
      obligation of the Depositor. However, in the event that the Mortgage Loans
      are
      held to be property of the Depositor, or if for any reason this Agreement is
      held or deemed to create a security interest in the Mortgage Loans, then it
      is
      intended that, (a) this Agreement shall also be deemed to be a security
      agreement within the meaning of Articles 8 and 9 of the New York Uniform
      Commercial Code and the Uniform Commercial Code of any other applicable
      jurisdiction; (b) the conveyance provided for in this Section shall be deemed
      to
      be (1) a grant by the Depositor to the Trustee of a security interest in all
      of
      the Depositor’s right (including the power to convey title thereto), title and
      interest, whether now owned or hereafter acquired, in and to (A) the Mortgage
      Loans, including the Mortgage Notes, the Mortgages, any related Insurance
      Policies and all other documents in the related Mortgage Files, (B) all amounts
      payable to the holders of the Mortgage Loans in accordance with the terms
      thereof and (C) all proceeds of the conversion, voluntary or involuntary, of
      the
      foregoing into cash, instruments, securities or other property, including
      without limitation all amounts from time to time held or invested in the
      Certificate Account or the Custodial Account, whether in the form of cash,
      instruments, securities or other property and (2) an assignment by the Depositor
      to the Trustee of any security interest in any and all of the Sponsor’s right
      (including the power to convey title thereto), title and interest, whether
      now
      owned or hereafter acquired, in and to the property described in the foregoing
      clauses (1)(A) through (C); (c) the possession by the Trustee or any other
      Custodian or agent of the Trustee of Mortgage Notes and such other items of
      property as constitute instruments, money, negotiable documents or chattel
      paper
      shall be deemed to be “possession by the secured party” or possession by a
      purchaser or a person designated by such secured party, for purposes of
      perfecting the security interest pursuant to the New York Uniform Commercial
      Code and the Uniform Commercial Code of any other applicable jurisdiction
      (including, without limitation, Sections 9-115, 9-305, 8-102, 8-301, 8-501
      and
      8-503 thereof); and (d) notifications to persons holding such property, and
      acknowledgments, receipts or confirmations from persons holding such property,
      shall be deemed notifications to, or acknowledgments, receipts or confirmations
      from, financial intermediaries, bailees or agents (as applicable) of the Trustee
      for the purpose of perfecting such security interest under applicable law.
      The
      Depositor and the Trustee shall, to the extent consistent with this Agreement,
      take such actions as may be necessary to ensure that, if this Agreement were
      deemed to create a security interest in the Mortgage Loans and the REMIC 1
      Regular Interests, such security interest would be deemed to be a perfected
      security interest of first priority under applicable law and will be maintained
      as such throughout the term of the Agreement.

     

    Concurrently
      with the execution of this Agreement, the Swap Agreement shall be delivered
      to
      the Supplemental Interest Trust Trustee. In connection therewith, the Depositor
      hereby directs the Supplemental Interest Trust Trustee (solely in its capacity
      as such) to execute and deliver the Swap Agreement.

     

    Section
      2.02.  Acceptance
      of the Trust Fund by the Trustee.

     

    The
      Custodian, with respect to the Mortgage Files held by it, acknowledges receipt
      (subject to any exceptions noted in the Initial Certification described below)
      on behalf of the Trustee, of the documents referred to in Section 2.01 above
      and
      all other assets included in the definition of “Trust Fund” and declares that it
      holds and will hold such documents and the other documents delivered to it
      constituting the Mortgage Files, and that it holds or will hold such other
      assets included in the definition of “Trust Fund” (to the extent delivered or
      assigned to the Trustee), in trust for the exclusive use and benefit of all
      present and future Certificateholders.

     

    The
      Custodian agrees, for the benefit of the Certificateholders and the Certificate
      Insurer, to review or cause to be reviewed on its behalf, each Mortgage File
      on
      or before the Closing Date to ascertain that all documents required to be
      delivered to it are in its possession, and the Custodian agrees to execute
      and
      deliver, or cause to be executed and delivered, to the Depositor, the
      Certificate Insurer and the Master Servicer on the Closing Date, with respect
      to
      each Mortgage Loan, an Initial Certification in the form annexed hereto as
      Exhibit C to the effect that, as to each Mortgage Loan listed in the Mortgage
      Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage Loan
      specifically identified in such certification as not covered by such
      certification), (i) all documents required to be delivered to it pursuant to
      this Agreement with respect to such Mortgage Loan are in its possession, (ii)
      such documents have been reviewed by it and appear regular on their face and
      relate to such Mortgage Loan and (iii) based on its examination and only as
      to
      the foregoing documents, the information set forth in items (i), (ii), (iii)(A),
      (iv) and (v) of the definition of the “Mortgage Loan Schedule” accurately
      reflects information set forth in the Mortgage File. None of the Custodian,
      the
      Trustee or the Master Servicer shall be under any duty to determine whether
      any
      Mortgage File should include any of the documents specified in clause (vi)
      or
      (vii) of Section 2.01. None of the Custodian, the Trustee or the Master Servicer
      shall be under any duty or obligation to inspect, review or examine said
      documents, instruments, certificates or other papers to determine that the
      same
      are genuine, enforceable or appropriate for the represented purpose or that
      they
      have actually been recorded, or they are in recordable form or that they are
      other than what they purport to be on their face.

     

    Within
      90
      days of the Closing Date, with respect to the Mortgage Loans, the Trustee,
      or
      the Custodian on its behalf, shall deliver to the Depositor, the Certificate
      Insurer and the Master Servicer a Final Certification in the form annexed hereto
      as Exhibit D evidencing the completeness of the Mortgage Files, with any
      applicable exceptions noted thereon, with respect to all of the Mortgage
      Loans.

     

    If
      in the
      process of reviewing the Mortgage Files and preparing the certifications
      referred to above the Custodian finds any document or documents constituting
      a
      part of a Mortgage File to be missing or defective in any material respect,
      the
      Custodian shall promptly notify the Sponsor, the Master Servicer, the
      Certificate Insurer, the Trustee and the Depositor. The Trustee shall promptly
      notify the Sponsor of such defect and request that the Sponsor cure any such
      defect within 60 days from the date on which the Sponsor was notified of such
      defect, and if the Sponsor does not cure such defect in all material respects
      during such period, request on behalf of the Certificateholders that the Sponsor
      purchase such Mortgage Loan from the Trust Fund at the Purchase Price within
      90
      days after the date on which the Sponsor was notified of such defect; provided
      that if such defect would cause the Mortgage Loan to be other than a “qualified
      mortgage” as defined in Section 860G(a)(3) of the Code, any such cure or
      repurchase must occur within 90 days from the date such breach was discovered.
      It is understood and agreed that the obligation of the Sponsor to cure a
      material defect in, or purchase any Mortgage Loan as to which a material defect
      in a constituent document exists shall constitute the sole remedy respecting
      such defect available to the Certificateholders the Certificate Insurer or
      the
      Trustee on behalf of Certificateholders. The Purchase Price for the purchased
      Mortgage Loan shall be deposited or caused to be deposited upon receipt by
      the
      Master Servicer in the Custodial Account and, upon receipt by the Trustee of
      written notification of such deposit signed by a Servicing Officer, the
      Custodian shall release or cause to be released to the Sponsor the related
      Mortgage File and shall execute and deliver such instruments of transfer or
      assignment, in each case without recourse, as the Sponsor shall require as
      necessary to vest in the Sponsor ownership of any Mortgage Loan released
      pursuant hereto and at such time the Trustee and the Custodian shall have no
      further responsibility with respect to the related Mortgage File. In furtherance
      of the foregoing, if the Sponsor is not a member of MERS and the Mortgage is
      registered on the MERS® System, the Master Servicer, at its own expense and
      without any right of reimbursement, shall cause MERS to execute and deliver
      an
      assignment of the Mortgage in recordable form to transfer the Mortgage from
      MERS
      to the Sponsor and shall cause such Mortgage to be removed from registration
      on
      the MERS® System in accordance with MERS’ rules and regulations.

     

    Section
      2.03.  Representations,
      Warranties and Covenants of the Master Servicer and the Depositor.

     

    (a)  The
      Master Servicer hereby represents and warrants to and covenants with the
      Depositor and the Trustee for the benefit of Certificateholders and the
      Certificate Insurer that:

     

    (i)  The
      Master Servicer is, and throughout the term hereof shall remain, a corporation
      duly organized, validly existing and in good standing under the laws of the
      state of its incorporation (except as otherwise permitted pursuant to Section
      6.02), the Master Servicer is, and shall remain, in compliance with the laws
      of
      each state in which any Mortgaged Property is located to the extent necessary
      to
      perform its obligations under this Agreement, and the Master Servicer is, and
      shall remain, approved to sell mortgage loans to and service mortgage loans
      for
      Fannie Mae and Freddie Mac;

     

    (ii)  The
      execution and delivery of this Agreement by the Master Servicer, and the
      performance and compliance with the terms of this Agreement by the Master
      Servicer, will not violate the Master Servicer’s articles of incorporation or
      bylaws or constitute a default (or an event which, with notice or lapse of
      time,
      or both, would constitute a default) under, or result in the breach of, any
      material agreement or other instrument to which it is a party or which is
      applicable to it or any of its assets;

     

    (iii)  The
      Master Servicer has the full power and authority to enter into and consummate
      all transactions contemplated by this Agreement, has duly authorized the
      execution, delivery and performance of this Agreement, and has duly executed
      and
      delivered this Agreement;

     

    (iv)  This
      Agreement, assuming due authorization, execution and delivery by the Depositor
      and the Trustee, constitutes a valid, legal and binding obligation of the Master
      Servicer, enforceable against the Master Servicer in accordance with the terms
      hereof, subject to (A) applicable bankruptcy, insolvency, reorganization,
      moratorium and other laws affecting the enforcement of creditors’ rights
      generally, and (B) general principles of equity, regardless of whether such
      enforcement is considered in a proceeding in equity or at law;

     

    (v)  The
      Master Servicer is not in violation of, and its execution and delivery of this
      Agreement and its performance and compliance with the terms of this Agreement
      will not constitute a violation of, any law, any order or decree of any court
      or
      arbiter, or any order, regulation or demand of any federal, state or local
      governmental or regulatory authority, which violation is likely to affect
      materially and adversely either the ability of the Master Servicer to perform
      its obligations under this Agreement or the financial condition of the Master
      Servicer;

     

    (vi)  No
      litigation is pending (other than litigation with respect to which pleadings
      or
      documents have been filed with a court, but not served on the Master Servicer)
      or, to the best of the Master Servicer’s knowledge, threatened against the
      Master Servicer which would prohibit its entering into this Agreement or
      performing its obligations under this Agreement or is likely to affect
      materially and adversely either the ability of the Master Servicer to perform
      its obligations under this Agreement or the financial condition of the Master
      Servicer;

     

    (vii)  The
      Master Servicer will comply in all material respects in the performance of
      this
      Agreement with all reasonable rules and requirements of each insurer under
      each
      Insurance Policy;

     

    (viii)  The
      execution of this Agreement and the performance of the Master Servicer’s
      obligations hereunder do not require any license, consent or approval of any
      state or federal court, agency, regulatory authority or other governmental
      body
      having jurisdiction over the Master Servicer, other than such as have been
      obtained;

     

    (ix)  No
      information, certificate of an officer, statement furnished in writing or report
      delivered to the Depositor, any affiliate of the Depositor or the Trustee by
      the
      Master Servicer in its capacity as Master Servicer, and not in its capacity
      as a
      Sponsor hereunder, will, to the knowledge of the Master Servicer, contain any
      untrue statement of a material fact;

     

    (x)  The
      Master Servicer will not waive any Prepayment Charge unless it is waived in
      accordance with the standard set forth in Section 3.01; and

     

    (xi)  The
      Master Servicer is a member of MERS in good standing, and will comply in all
      material respects with the rules and procedures of MERS in connection with
      the
      servicing of the Mortgage Loans that are registered with MERS.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.03(a) shall survive the execution and delivery of this
      Agreement, and shall inure to the benefit of the Depositor, the Trustee, the
      Certificate Insurer and the Certificateholders. Upon discovery by the Depositor,
      the Trustee, the Certificate Insurer or the Master Servicer of a breach of
      any
      of the foregoing representations, warranties and covenants that materially
      and
      adversely affects the interests of the Depositor or the Trustee, the party
      discovering such breach shall give prompt written notice to the other parties.
      Notwithstanding the foregoing, within 90 days of the earlier of discovery by
      the
      Master Servicer or receipt of notice by the Master Servicer of the breach of
      the
      covenant of the Master Servicer set forth in Section 2.03(x) above which
      materially and adversely affects the interests of the Holders of the Class
      P
      Certificates in any Prepayment Charge, the Master Servicer shall remedy such
      breach as follows: the Master Servicer shall pay the amount of such waived
      Prepayment Charge, for the benefit of the Holders of the Class P Certificates,
      by depositing such amount into the Custodial Account (net of any amount actually
      collected by the Master Servicer in respect of such Prepayment Charge and
      remitted by the Master Servicer, for the benefit of the Holders of the Class
      P
      Certificates, in respect of such Prepayment Charge, into the Custodial Account).
      The foregoing shall not, however, limit any remedies available to the
      Certificateholders, the Depositor, the Certificate Insurer or the Trustee on
      behalf of the Certificateholders, pursuant to the Mortgage Loan Purchase
      Agreement respecting a breach of any of the representations, warranties and
      covenants contained in the Mortgage Loan Purchase Agreement.

     

    (b)  The
      Depositor hereby represents and warrants to the Master Servicer and the Trustee
      for the benefit of Certificateholders and the Certificate Insurer that as of
      the
      Closing Date, the representations and warranties of the Sponsor with respect
      to
      the Mortgage Loans and the remedies therefor that are contained in the Mortgage
      Loan Purchase Agreement are as set forth in Exhibit I hereto.

     

    It
      is
      understood and agreed that the representations and warranties set forth in
      this
      Section 2.03(b) shall survive delivery of the respective Mortgage Files to
      the
      Custodian, on behalf of the Trustee.

     

    Upon
      discovery by either the Depositor, the Master Servicer, the Certificate Insurer
      or the Trustee of a breach of any representation or warranty set forth in this
      Section 2.03 which materially and adversely affects the interests of the
      Certificateholders or the Certificate Insurer in any Mortgage Loan, the party
      discovering such breach shall give prompt written notice to the other
      parties.

     

    Section
      2.04.  Representations
      and Warranties of the Sponsor.

     

    The
      Depositor hereby assigns to the Trustee for the benefit of Certificateholders
      and the Certificate Insurer all of its rights (but none of its obligations)
      in,
      to and under the Mortgage Loan Purchase Agreement. Insofar as the Mortgage
      Loan
      Purchase Agreement relates to such representations and warranties and any
      remedies provided thereunder for any breach of such representations and
      warranties, such right, title and interest may be enforced by the Trustee on
      behalf of the Certificateholders. Upon the discovery by the Depositor, the
      Master Servicer, the Certificate Insurer or the Trustee of a breach of any
      of
      the representations and warranties made in the Mortgage Loan Purchase Agreement
      in respect of any Mortgage Loan which materially and adversely affects the
      interests of the Certificateholders or the Certificate Insurer in such Mortgage
      Loan, the party discovering such breach shall give prompt written notice to
      the
      other parties. The Trustee shall promptly notify the Sponsor of such breach
      and
      request that the Sponsor shall, within 90 days from the date that the Sponsor
      was notified or otherwise obtained knowledge of such breach, either (i) cure
      such breach in all material respects or (ii) purchase such Mortgage Loan from
      the Trust Fund at the Purchase Price and in the manner set forth in Section
      2.02; provided that if such breach would cause the Mortgage Loan to be other
      than a “qualified mortgage” as defined in Section 860G(a)(3) of the Code, any
      such cure or repurchase must occur within 90 days from the date such breach
      was
      discovered. However, in the case of a breach under the Mortgage Loan Purchase
      Agreement, subject to the approval of the Depositor the Sponsor shall have
      the
      option to substitute a Qualified Substitute Mortgage Loan or Loans for such
      Mortgage Loan if such substitution occurs within two years following the Closing
      Date, except that if the breach would cause the Mortgage Loan to be other than
      a
“qualified mortgage” as defined in Section 860G(a)(3) of the Code, any such
      substitution must occur within 90 days from the date the breach was discovered
      if such 90 day period expires before two years following the Closing Date.
      In
      the event that the Sponsor elects to substitute a Qualified Substitute Mortgage
      Loan or Loans for a Deleted Mortgage Loan pursuant to this Section 2.04, the
      Trustee shall enforce the obligation of the Sponsor under the Mortgage Loan
      Purchase Agreement to deliver to the Trustee and the Master Servicer, as
      appropriate, with respect to such Qualified Substitute Mortgage Loan or Loans,
      the original Mortgage Note, the Mortgage, an Assignment of the Mortgage in
      recordable form, and such other documents and agreements as are required by
      Section 2.01, with the Mortgage Note endorsed as required by Section 2.01.
      No
      substitution will be made in any calendar month after the Determination Date
      for
      such month. Monthly Payments due with respect to Qualified Substitute Mortgage
      Loans in the month of substitution, to the extent received by the Master
      Servicer or any Sub-Servicer, shall not be part of the Trust Fund and will
      be
      retained by the Master Servicer and remitted by the Master Servicer to the
      Sponsor on the next succeeding Distribution Date. For the month of substitution,
      distributions to Certificateholders will include the Monthly Payment due on
      a
      Deleted Mortgage Loan for such month and thereafter the Sponsor shall be
      entitled to retain all amounts received in respect of such Deleted Mortgage
      Loan. The Depositor shall amend or cause to be amended the Mortgage Loan
      Schedule for the benefit of the Certificateholders and the Certificate Insurer
      to reflect the removal of such Deleted Mortgage Loan and the substitution of
      the
      Qualified Substitute Mortgage Loan or Loans and the Depositor shall deliver
      the
      amended Mortgage Loan Schedule to the Trustee. Upon such substitution, the
      Qualified Substitute Mortgage Loan or Loans shall be subject to the terms of
      this Agreement in all respects, the Sponsor shall be deemed to have made the
      representations and warranties with respect to the Qualified Substitute Mortgage
      Loan contained in the Mortgage Loan Purchase Agreement as of the date of
      substitution, and the Depositor shall be deemed to have made with respect to
      any
      Qualified Substitute Mortgage Loan or Loans, as of the date of substitution,
      the
      representations and warranties set forth in Exhibit I hereof (other than
      representations (xiv), (xvi), (xxix) and (xxxiii) through (xli)).

     

    In
      connection with the substitution of one or more Qualified Substitute Mortgage
      Loans for one or more Deleted Mortgage Loans, the Master Servicer will determine
      the amount (the “Substitution Adjustment”), if any, by which the aggregate
      principal balance of all such Qualified Substitute Mortgage Loans as of the
      date
      of substitution is less than the aggregate Stated Principal Balance of all
      such
      Deleted Mortgage Loans (in each case after application of the principal portion
      of the Monthly Payments due in the month of substitution that are to be
      distributed to Certificateholders in the month of substitution). The Trustee
      shall enforce the obligation of the Sponsor under the Mortgage Loan Purchase
      Agreement to provide the Master Servicer on the day of substitution for
      immediate deposit into the Custodial Account the amount of such shortfall,
      without any reimbursement therefor. In accordance with the Mortgage Loan
      Purchase Agreement, the Sponsor shall give notice in writing to the Trustee
      of
      such event, which notice shall be accompanied by an Officers’ Certificate as to
      the calculation of such shortfall and by an Opinion of Counsel to the effect
      that such substitution will not cause (a) any federal tax to be imposed on
      REMIC
      1, REMIC 2 or REMIC 3, including without limitation, any federal tax imposed
      on
“prohibited transactions” under Section 860F(a)(1) of the Code or on
“contributions after the startup date” under Section 860G(d)(1) of the Code or
      (b) any portion of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC
      at
      any time that any Certificate is outstanding. The costs of any substitution
      as
      described above, including any related assignments, opinions or other
      documentation in connection therewith shall be borne by the
      Sponsor.

     

    Except
      as
      expressly set forth herein neither the Trustee nor the Master Servicer is under
      any obligation to discover any breach of the above-mentioned representations
      and
      warranties. It is understood and agreed that the obligation of the Sponsor
      to
      cure such breach, purchase or to substitute for such Mortgage Loan as to which
      such a breach has occurred and is continuing shall constitute the sole remedy
      respecting such breach available to Certificateholders or the Trustee on behalf
      of Certificateholders.

     

    Section
      2.05.  Issuance
      of Certificates; Conveyance of REMIC 1 Regular Interests
      and
      REMIC 2 Regular Interests and Acceptance of REMIC 2 REMIC 3 by the
      Trustee.

     

    (a)  The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to it or to a Custodian on its behalf of the Mortgage Files, subject to the
      provisions of Sections 2.01 and 2.02, together with the assignment to it of
      all
      other assets included in the Trust Fund, receipt of which is hereby
      acknowledged. Concurrently with such assignment and delivery and in exchange
      therefor, the Trustee, pursuant to the written request of the Depositor executed
      by an officer of the Depositor, has executed, authenticated and delivered to
      or
      upon the order of the Depositor, the Certificates in authorized denominations.
      The interests evidenced by the Certificates, constitute the entire beneficial
      ownership interest in the Trust Fund.

     

    (b)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      1 Regular Interests for the benefit of the Holders of the REMIC 2 Regular
      Interests and Holders of the Class R Certificates (as Holders of the Class
      R-2
      Interest). The Trustee acknowledges receipt of the REMIC 1 Regular Interests
      (which are uncertificated) and declares that it holds and will hold the same
      in
      trust for the exclusive use and benefit of the Holders of the REMIC 2 Regular
      Interests and Holders of the Class R Certificates (as Holders of the Class
      R-2
      Interest). The interests evidenced by the Class R-2 Interest, together with
      the
      REMIC 2 Regular Interests, constitute the entire beneficial ownership interest
      in REMIC 2.

     

    (c)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      2 Regular Interests for the benefit of the Holders of the Regular Certificates
      and Holders of the Class R Certificates (as Holders of the Class R-3 Interest).
      The Trustee acknowledges receipt of the REMIC 2 Regular Interests (which are
      uncertificated) and declares that it holds and will hold the same in trust
      for
      the exclusive use and benefit of the Holders of the Regular Certificates and
      Holders of the Class R Certificates (as Holders of the Class R-3 Interest).
      The
      interests evidenced by the Class R-3 Interest, together with the Regular
      Certificates, constitute the entire beneficial ownership interest in REMIC
      3.

     

    (d)  In
      exchange for the REMIC 2 Regular Interests and, concurrently with the assignment
      to the Trustee thereof, pursuant to the written request of the Depositor
      executed by an officer of the Depositor, the Trustee has executed, authenticated
      and delivered to or upon the order of the Depositor, the Regular Certificates
      in
      authorized denominations evidencing (together with the Class R-3 Interest)
      the
      entire beneficial ownership interest in REMIC 3.

     

    (e)  Concurrently
      with (i) the assignment and delivery to the Trustee of REMIC 1 and REMIC 2
      (including the Residual Interest therein represented by the Class R-1 Interest
      and Class R-2 Interest, respectively) and the acceptance by the Trustee thereof,
      and (ii) the assignment and delivery to the Trustee of REMIC 3 (including the
      Residual Interest therein represented by the Class R-3 Interest), and the
      acceptance by the Trustee thereof, the Trustee, from and pursuant to the written
      request of the Depositor executed by an officer of the Depositor, has executed,
      authenticated and delivered to or upon the order of the Depositor, the Class
      R
      Certificates in authorized denominations evidencing the Class R-1 Interest,
      the
      Class R-2 Interest and Class R-3 Interest.

     

    Section
      2.06.  [reserved].

     

    Section
      2.07.  Purposes
      and Powers of the Trust.

     

    The
      purpose of the common law trust, as created hereunder, is to engage in the
      following activities:

     

    (a)  acquire
      and hold the Mortgage Loans and the other assets of the Trust Fund and the
      proceeds therefrom;

     

    (b)  to
      issue
      the Certificates sold to the Depositor in exchange for the Mortgage
      Loans;

     

    (c)  to
      make
      payments on the Certificates;

     

    (d)  to
      engage
      in those activities that are necessary, suitable or convenient to accomplish
      the
      foregoing or are incidental thereto or connected therewith; and

     

    (e)  subject
      to compliance with this Agreement, to engage in such other activities as may
      be
      required in connection with conservation of the Trust Fund and the making of
      distributions to the Certificateholders.

     

    The
      trust
      is hereby authorized to engage in the foregoing activities. The Trustee shall
      not cause the trust to engage in any activity other than in connection with
      the
      foregoing or other than as required or authorized by the terms of this Agreement
      while any Certificate is outstanding, and this Section 2.07 may not be amended,
      without the consent of the Certificateholders evidencing 51% or more of the
      aggregate voting rights of the Certificates.

     

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      TRUST FUND

     

    Section
      3.01.  Master
      Servicer to Act as Master Servicer.

     

    The
      Master Servicer shall supervise, or take such actions as are necessary to
      ensure, the servicing and administration of the Mortgage Loans and any REO
      Property in accordance with this Agreement and its normal servicing practices,
      which generally shall conform to the standards (i) of the Servicing Guide,
      if
      Impac Funding Corporation is Master Servicer, or (ii) if Impac Funding
      Corporation is not the Master Servicer, of an institution prudently servicing
      mortgage loans for its own account and shall have full authority to do anything
      it reasonably deems appropriate or desirable in connection with such servicing
      and administration. To the extent consistent with the foregoing, the Master
      Servicer shall waive (or permit a Sub-Servicer to waive) a Prepayment Charge
      only if such waiver would maximize recovery of total proceeds taking into
      account the value of such Prepayment Charge and related Mortgage Loan and doing
      so is standard and customary in servicing mortgage loans similar to the Mortgage
      Loans (including any waiver of a Prepayment Charge in connection with a
      refinancing of a Mortgage Loan that is related to a default or a reasonably
      foreseeable default), and in no event will it waive a Prepayment Charge in
      connection with a refinancing of a Mortgage Loan that is not related to a
      default or a reasonably foreseeable default.

     

    The
      Master Servicer may perform its responsibilities relating to servicing through
      other agents or independent contractors, but shall not thereby be released
      from
      any of its responsibilities as hereinafter set forth. The authority of the
      Master Servicer, in its capacity as master servicer, and any Sub-Servicer acting
      on its behalf, shall include, without limitation, the power to (i) consult
      with
      and advise any Sub-Servicer regarding administration of a related Mortgage
      Loan,
      (ii) approve any recommendation by a Sub-Servicer to foreclose on a related
      Mortgage Loan, (iii) supervise the filing and collection of insurance claims
      and
      take or cause to be taken such actions on behalf of the insured Person
      thereunder as shall be reasonably necessary to prevent the denial of coverage
      thereunder, and (iv) effectuate foreclosure or other conversion of the ownership
      of the Mortgaged Property securing a related Mortgage Loan, including the
      employment of attorneys, the institution of legal proceedings, the collection
      of
      deficiency judgments, the acceptance of compromise proposals, the filing of
      claims under any Insurance Policy and any other matter pertaining to a
      delinquent Mortgage Loan. The authority of the Master Servicer shall include, in
      addition, the power on behalf of the Certificateholders, the Trustee or any
      of
      them to (i) execute and deliver customary consents or waivers and other
      instruments and documents, (ii) consent to transfer of any related Mortgaged
      Property and assumptions of the related Mortgage Notes and Security Instruments
      (in the manner provided in this Agreement) and (iii) collect any Insurance
      Proceeds and Liquidation Proceeds. If permitted under applicable law without
      predjudicing any rights of the Trust Fund with respect to any Mortgage Loan,
      the
      Master Servicer, with such documentation as local law requires, acting in its
      own name, may pursue claims on behalf of the Trust Fund. Without limiting the
      generality of the foregoing, the Master Servicer and any Sub-Servicer acting
      on
      its behalf may, and is hereby authorized, and empowered by the Trustee to,
      execute and deliver, on behalf of itself, the Certificateholders or the Trustee
      or any of them, any instruments of satisfaction, cancellation, partial or full
      release, discharge and all other comparable instruments, with respect to the
      related Mortgage Loans, the Insurance Policies and the accounts related thereto,
      and the Mortgaged Properties. The Master Servicer may exercise this power in
      its
      own name or in the name of a Sub-Servicer.

     

    Subject
      to Section 3.16, the Trustee shall execute, at the written request of the Master
      Servicer, and furnish to the Master Servicer and any Sub-Servicer such documents
      as are necessary or appropriate to enable the Master Servicer or any
      Sub-Servicer to carry out their servicing and administrative duties hereunder,
      and the Trustee hereby grants to the Master Servicer a power of attorney to
      carry out such duties. The Trustee shall not be liable for the actions of the
      Master Servicer or any Sub-Servicers under such powers of attorney.

     

    In
      accordance with the standards of the preceding paragraph, the Master Servicer
      shall advance or cause to be advanced funds as necessary for the purpose of
      effecting the payment of taxes and assessments on the Mortgaged Properties,
      which advances shall be reimbursable in the first instance from related
      collections from the Mortgagors pursuant to Section 3.09, and further as
      provided in Section 3.11; provided that the Master Servicer shall not be
      obligated to make such advance if, in its good faith judgment, the Master
      Servicer determines that such advance to be a Nonrecoverable
      Advance.

     

    The
      Master Servicer is authorized and empowered by the Trustee, on behalf of the
      Certificateholders and the Trustee, in its own name or in the name of any
      Subservicer, when the Master Servicer or such Subservicer, as the case may
      be,
      believes it is appropriate in its best judgment to register any Mortgage Loan
      on
      the MERS® System, or cause the removal from the registration of any Mortgage
      Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and
      the Certificateholders or any of them, any and all instruments of assignment
      and
      other comparable instruments with respect to such assignment or re-recording
      of
      a Mortgage in the name of MERS, solely as nominee for the Trustee and its
      successors and assigns. Any expenses incurred in connection with the actions
      described in the preceding sentence shall be borne by the Master Servicer in
      accordance with Section 3.17, with no right of reimbursement; provided, that
      if,
      as a result of MERS discontinuing or becoming unable to continue operations
      in
      connection with the MERS System, it becomes necessary to remove any Mortgage
      Loan from registration on the MERS System and to arrange for the assignment
      of
      the related Mortgages to the Trustee, then any related expenses shall be
      reimbursable to the Master Servicer from the Trust Fund.

     

    Notwithstanding
      anything in this Agreement to the contrary, the Master Servicer shall not
      (unless the Mortgagor is in default with respect to the Mortgage Loan or such
      default is, in the judgment of the Master Servicer, reasonably foreseeable)
      make
      or permit any modification, waiver or amendment of any term of any Mortgage
      Loan
      that would both (i) effect an exchange or reissuance of such Mortgage Loan
      under
      Section 1001 of the Code (or Treasury regulations promulgated thereunder) and
      (ii) cause any of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC
      under the Code or the imposition of any tax on “prohibited transactions” or
“contributions” after the startup date under the REMIC Provisions.

     

    The
      relationship of the Master Servicer (and of any successor to the Master Servicer
      under this Agreement) to the Trustee under this Agreement is intended by the
      parties to be that of an independent contractor and not that of a joint
      venturer, partner or agent.

     

    Section
      3.02.  Sub-Servicing
      Agreements Between Master Servicer and Sub-Servicers.

     

    (a)  The
      Master Servicer may enter into Sub-Servicing Agreements with Sub-Servicers
      for
      the servicing and administration of the Mortgage Loans and for the performance
      of any and all other activities of the Master Servicer hereunder; provided,
      however, that such agreements would not result in a withdrawal or a downgrading
      by Standard & Poor’s of its rating on any Class of Certificates. Each
      Sub-Servicer shall be either (i) an institution the accounts of which are
      insured by the FDIC or (ii) another entity that engages in the business of
      originating or servicing mortgage loans comparable to the Mortgage Loans, and
      in
      either case shall be authorized to transact business in the state or states
      in
      which the related Mortgaged Properties it is to service are situated, if and
      to
      the extent required by applicable law to enable the Sub-Servicer to perform
      its
      obligations hereunder and under the Sub-Servicing Agreement, and in either
      case
      shall be a Freddie Mac or Fannie Mae approved mortgage servicer. Any
      Sub-Servicing Agreement entered into by the Master Servicer shall include the
      provision that such Agreement may be immediately terminated (x) with cause
      and
      without any termination fee by any Master Servicer hereunder or (y) without
      cause in which case the Master Servicer shall be responsible for any termination
      fee or penalty resulting therefrom. In addition, each Sub-Servicing Agreement
      shall provide for servicing of the Mortgage Loans consistent with the terms
      of
      this Agreement. With the consent of the Trustee, the Master Servicer and the
      Sub-Servicers may enter into Sub-Servicing Agreements and make amendments to
      the
      Sub-Servicing Agreements or enter into different forms of Sub-Servicing
      Agreements providing for, among other things, the delegation by the Master
      Servicer to a Sub-Servicer of additional duties regarding the administration
      of
      the Mortgage Loans; provided, however, that any such amendments or different
      forms shall be consistent with and not violate the provisions of this Agreement,
      and that no such amendment or different form shall be made or entered into
      which
      could be reasonably expected to be materially adverse to the interests of the
      Certificateholders, without the consent of the Holders of Certificates entitled
      to at least 51% of the Voting Rights. The parties hereto acknowledge that the
      initial Sub-Servicer shall be ___________.

     

    The
      Master Servicer has entered into a Sub-Servicing Agreement with ___________
      for
      the servicing and administration of the Mortgage Loans and may enter into
      additional Sub-Servicing Agreements with Sub-Servicers acceptable to the Trustee
      for the servicing and administration of certain of the Mortgage
      Loans.

     

    (b)  As
      part
      of its servicing activities hereunder, the Master Servicer, for the benefit
      of
      the Trustee, the Certificate Insurer and the Certificateholders, shall enforce
      the obligations of each Sub-Servicer under the related Sub-Servicing Agreement.
      Such enforcement, including, without limitation, the legal prosecution of
      claims, termination of Sub-Servicing Agreements and the pursuit of other
      appropriate remedies, shall be in such form and carried out to such an extent
      and at such time as the Master Servicer, in its good faith business judgment,
      would require were it the owner of the related Mortgage Loans. The Master
      Servicer shall pay the costs of such enforcement at its own expense, but shall
      be reimbursed therefor only (i) from a general recovery resulting from such
      enforcement only to the extent, if any, that such recovery exceeds all amounts
      due in respect of the related Mortgage Loan or (ii) from a specific recovery
      of
      costs, expenses or attorneys’ fees against the party against whom such
      enforcement is directed.

     

    (c)  The
      Master Servicer represents that it has entered into a contract regarding the
      sale of sub-servicing rights with respect to substantially all of the Mortgage
      Loans with ___________ and shall transfer the subservicing of substantially
      all
      of the Mortgage Loans from ___________ to ___________ on or about _________
      ___,
      200_. The Trustee hereby consents to such transfer.

     

    (d)  The
      Master Servicer represents that it will cause any Sub-Servicer to accurately
      and
      fully report its borrower credit files to all three credit repositories in
      a
      timely manner.

     

    Section
      3.03.  Successor
      Sub-Servicers.

     

    The
      Master Servicer shall be entitled to terminate any Sub-Servicing Agreement
      and
      the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
      Agreement in accordance with the terms and conditions of such Sub-Servicing
      Agreement. In the event of termination of any Sub-Servicer, all servicing
      obligations of such Sub-Servicer shall be assumed simultaneously by the Master
      Servicer without any act or deed on the part of such Sub-Servicer or the Master
      Servicer, and the Master Servicer either shall service directly the related
      Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor
      Sub-Servicer which qualifies under Section 3.02.

     

    Section
      3.04.  Liability
      of the Master Servicer.

     

    Notwithstanding
      any Sub-Servicing Agreement, any of the provisions of this Agreement relating
      to
      agreements or arrangements between the Master Servicer and a Sub-Servicer or
      reference to actions taken through a Sub-Servicer or otherwise, the Master
      Servicer shall under all circumstances remain obligated and primarily liable
      to
      the Trustee and Certificateholders for the servicing and administering of the
      Mortgage Loans and any REO Property in accordance with the provisions of Article
      III without diminution of such obligation or liability by virtue of such
      Sub-Servicing Agreements or arrangements or by virtue of indemnification from
      the Sub-Servicer and to the same extent and under the same terms and conditions
      as if the Master Servicer alone were servicing and administering the Mortgage
      Loans. For purposes of this Agreement, the Master Servicer shall be deemed
      to
      have received payments on Mortgage Loans when the Sub-Servicer has received
      such
      payments. The Master Servicer shall be entitled to enter into any agreement
      with
      a Sub-Servicer for indemnification of the Master Servicer by such Sub-Servicer
      and nothing contained in this Agreement shall be deemed to limit or modify
      such
      indemnification.

     

    Section
      3.05.  No
      Contractual Relationship Between Sub-Servicers and Trustee or
      Certificateholders.

     

    Any
      Sub-Servicing Agreement that may be entered into and any transactions or
      services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
      as such and not as an originator shall be deemed to be between the Sub-Servicer
      and the Master Servicer alone, and the Trustee and Certificateholders shall
      not
      be deemed parties thereto and shall have no claims, rights, obligations, duties
      or liabilities with respect to the Sub-Servicer except as set forth in Section
      3.06. The Master Servicer (or Sub-Servicer) shall be liable for the payment
      of
      any franchise taxes which may be assessed by the California Franchise Tax Board
      in connection with the activities of the Trust under this
      Agreement.

     

    Section
      3.06.  Assumption
      or Termination of Sub-Servicing Agreements by Trustee.

     

    (a)  If
      the
      Trustee or its designee shall assume the master servicing obligations of the
      Master Servicer in accordance with Section 7.02 below, the Trustee, to the
      extent necessary to permit the Trustee to carry out the provisions of Section
      7.02 with respect to the Mortgage Loans, shall succeed to all of the rights
      and
      obligations of the Master Servicer under each of the Sub-Servicing Agreements.
      In such event, the Trustee or its designee as the successor master servicer
      shall be deemed to have assumed all of the Master Servicer’s rights and
      obligations therein and to have replaced the Master Servicer as a party to
      such
      Sub-Servicing Agreements to the same extent as if such Sub-Servicing Agreements
      had been assigned to the Trustee or its designee as a successor master servicer,
      except that the Trustee or its designee as a successor master servicer shall
      not
      be deemed to have assumed any obligations or liabilities of the Master Servicer
      arising prior to such assumption (other than the obligation to make any Advances
      hereunder) and the Master Servicer shall not thereby be relieved of any
      liability or obligations under such Sub-Servicing Agreements arising prior
      to
      such assumption. Nothing in the foregoing shall be deemed to entitle the Trustee
      or its designee as a successor master servicer at any time to receive any
      portion of the servicing compensation provided under Section 3.17 except for
      such portion as the Master Servicer would be entitled to receive.

     

    (b)  In
      the
      event that the Trustee or its designee as successor master servicer for the
      Trustee assumes the servicing obligations of the Master Servicer under Section
      7.02, upon the reasonable request of the Trustee or such designee as successor
      master servicer the Master Servicer shall at its own expense deliver to the
      Trustee, or at its written request to such designee, photocopies of all
      documents, files and records, electronic or otherwise, relating to the
      Sub-Servicing Agreements and the related Mortgage Loans or REO Property then
      being serviced and an accounting of amounts collected and held by it, if any,
      and will otherwise cooperate and use its reasonable efforts to effect the
      orderly and efficient transfer of the Sub-Servicing Agreements, or
      responsibilities hereunder to the Trustee, or at its written request to such
      designee as successor master servicer.

     

    Section
      3.07.  Collection
      of Certain Mortgage Loan Payments.

     

    (a)  The
      Master Servicer will coordinate and monitor remittances by Sub-Servicers to
      the
      Master Servicer with respect to the Mortgage Loans in accordance with this
      Agreement.

     

    (b)  The
      Master Servicer shall make its reasonable efforts to collect or cause to be
      collected all payments required under the terms and provisions of the Mortgage
      Loans and shall follow, and use its reasonable efforts to cause Sub-Servicers
      to
      follow, collection procedures comparable to the collection procedures of prudent
      mortgage lenders servicing mortgage loans for their own account to the extent
      such procedures shall be consistent with this Agreement. Consistent with the
      foregoing, the Master Servicer may in its discretion (i) waive or permit to
      be
      waived any late payment charge, prepayment charge, assumption fee, or any
      penalty interest in connection with the prepayment of a Mortgage Loan and (ii)
      suspend or reduce or permit to be suspended or reduced regular monthly payments
      for a period of up to six months, or arrange or permit an arrangement with
      a
      Mortgagor for a scheduled liquidation of delinquencies. In the event the Master
      Servicer shall consent to the deferment of the due dates for payments due on
      a
      Mortgage Note, the Master Servicer shall nonetheless make an Advance or shall
      cause the related Sub-Servicer to make an advance to the same extent as if
      such
      installment were due, owing and delinquent and had not been deferred through
      liquidation of the Mortgaged Property; provided,
      however,
      that
      the obligation of the Master Servicer or related Sub-Servicer to make an Advance
      shall apply only to the extent that the Master Servicer believes, in good faith,
      that such advances are not Nonrecoverable Advances.

     

    (c)  On
      each
      Determination Date, with respect to each Mortgage Loan for which during the
      related Prepayment Period the Master Servicer has determined that all amounts
      which it expects to recover from or on account of each such Mortgage Loan have
      been recovered and that no further Liquidation Proceeds will be received in
      connection therewith, the Master Servicer shall provide to the Trustee a
      certificate of a Servicing Officer that such Mortgage Loan became a Liquidated
      Mortgage Loan in a Cash Liquidation or REO Disposition.

     

    The
      Master Servicer shall make reasonable efforts to collect all payments called
      for
      under the terms and provisions of the Mortgage Loans, and shall, to the extent
      such procedures shall be consistent with this Agreement and the terms and
      provisions of any related Insurance Policy, follow such collection procedures
      as
      it would follow with respect to mortgage loans comparable to the Mortgage Loans
      and held for its own account. The Master Servicer shall not be required to
      institute or join in litigation with respect to collection of any payment
      (whether under a Mortgage, Mortgage Note, Primary Hazard Insurance Policy or
      otherwise or against any public or governmental authority with respect to a
      taking or condemnation) if it reasonably believes that it is prohibited by
      applicable law from enforcing the provision of the Mortgage or other instrument
      pursuant to which such payment is required. The Master Servicer shall be
      responsible for preparing and distributing all information statements relating
      to payments on the Mortgage Loans, in accordance with all applicable federal
      and
      state tax laws and regulations.

     

    Section
      3.08.  Sub-Servicing
      Accounts.

     

    In
      those
      cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
      Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
      maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
      Sub-Servicing Account shall be an Eligible Account and shall otherwise be
      acceptable to the Master Servicer. All amounts held in a Sub-Servicing Account
      shall be held in trust for the Trustee for the benefit of the Certificateholders
      and the Certificate Insurer. Any investment of funds held in such an account
      shall be in Permitted Investments maturing not later than the Business Day
      immediately preceding the next Sub-Servicer Remittance Date. The Sub-Servicer
      will be required to deposit into the Sub-Servicing Account no later than two
      Business Days after receipt all proceeds of Mortgage Loans received by the
      Sub-Servicer, less its servicing compensation and any unreimbursed expenses
      and
      advances, to the extent permitted by the Sub-Servicing Agreement. On each
      Sub-Servicer Remittance Date the Sub-Servicer will be required to remit to
      the
      Master Servicer for deposit in the Custodial Account all funds held in the
      Sub-Servicing Account with respect to any Mortgage Loan as of the Sub-Servicer
      Remittance Date, after deducting from such remittance an amount equal to the
      servicing compensation (including interest on Permitted Investments) and
      unreimbursed expenses and advances to which it is then entitled pursuant to
      the
      related Sub-Servicing Agreement, to the extent not previously paid to or
      retained by it. In addition, on each Sub-Servicer Remittance Date the
      Sub-Servicer will be required to remit to the Master Servicer any amounts
      required to be advanced pursuant to the related Sub-Servicing Agreement. The
      Sub-Servicer will also be required to remit to the Master Servicer, within
      five
      Business Days of receipt, the proceeds of any Principal Prepayment made by
      the
      Mortgagor, and, on each Sub-Servicer Remittance Date, the amount of any
      Insurance Proceeds or Liquidation Proceeds received during the related
      Prepayment Period.

     

    Section
      3.09.  Collection
      of Taxes, Assessments and Similar Items; Servicing Accounts.

     

    The
      Master Servicer and the Sub-Servicers shall establish and maintain one or more
      accounts (the “Servicing Accounts”), and shall deposit and retain therein all
      collections from the Mortgagors (or related advances from Sub-Servicers) for
      the
      payment of taxes, assessments, Primary Hazard Insurance Policy premiums, and
      comparable items for the account of the Mortgagors, to the extent that the
      Master Servicer customarily escrows for such amounts. Withdrawals of amounts
      so
      collected from a Servicing Account may be made only to (i) effect payment of
      taxes, assessments, Primary Hazard Insurance Policy premiums and comparable
      items; (ii) reimburse the Master Servicer (or a Sub-Servicer to the extent
      provided in the related Sub-Servicing Agreement) out of related collections
      for
      any payments made pursuant to Sections 3.01 (with respect to taxes and
      assessments), and 3.13 (with respect to Primary Hazard Insurance Policies);
      (iii) refund to Mortgagors any sums as may be determined to be overages; or
      (iv)
      clear and terminate the Servicing Account at the termination of this Agreement
      pursuant to Section 9.01. As part of its servicing duties, the Master Servicer
      or Sub-Servicers shall, if and to the extent required by law, pay to the
      Mortgagors interest on funds in Servicing Accounts from its or their own funds,
      without any reimbursement therefor.

     

    Section
      3.10.  Custodial
      Account.

     

    (a)  The
      Master Servicer shall establish and maintain one or more accounts (collectively,
      the “Custodial Account”) in which the Master Servicer shall deposit or cause to
      be deposited on a daily basis, or as and when received and identified from
      the
      Sub-Servicers, the following payments and collections received or made by or
      on
      behalf of it subsequent to the Cut-off Date with respect to the Mortgage Loans,
      or payments received by it prior to the Cut-off Date but allocable to a period
      subsequent thereto (other than in respect of principal and interest on the
      Mortgage Loans due on or before the Cut-off Date):

     

    (i)  all
      payments (including advances by a Sub-Servicer) on account of principal,
      including Principal Prepayments, on the Mortgage Loans;

     

    (ii)  all
      payments (including advances by a Sub-Servicer) on account of interest on the
      Mortgage Loans, net of any portion thereof retained by the Master Servicer
      or
      any Sub-Servicer as Servicing Fees;

     

    (iii)  all
      Insurance Proceeds, other than proceeds that represent reimbursement of costs
      and expenses incurred by the Master Servicer or any Sub-Servicer in connection
      with presenting claims under the related Insurance Policies, Liquidation
      Proceeds and REO Proceeds;

     

    (iv)  all
      proceeds of any Mortgage Loan or REO Property repurchased or purchased in
      accordance with Sections 2.02, 2.04, 3.14 or 9.01; and all amounts required
      to
      be deposited in connection with the substitution of a Qualified Substitute
      Mortgage Loan pursuant to Section 2.04; and

     

    (v)  any
      amounts required to be deposited pursuant to Section 3.12, 3.13, 3.15 or
      3.22.

     

    The
      foregoing requirements for deposit in the Custodial Account shall be exclusive.
      In the event the Master Servicer shall deposit in the Custodial Account any
      amount not required to be deposited therein, it may withdraw such amount from
      the Custodial Account, any provision herein to the contrary notwithstanding.
      The
      Custodial Account shall be maintained as a segregated account, separate and
      apart from trust funds created for mortgage pass-through certificates of other
      series, and the other accounts of the Master Servicer.

     

    (b)  Funds
      in
      the Custodial Account may be invested in Permitted Investments in accordance
      with the provisions set forth in Section 3.12. The Master Servicer shall give
      notice to the Trustee and the Depositor of the location of the Custodial Account
      after any change thereof.

     

    Section
      3.11.  Permitted
      Withdrawals From the Custodial Account.

     

    The
      Master Servicer may, from time to time as provided herein, make withdrawals
      from
      the Custodial Account of amounts on deposit therein pursuant to Section 3.10
      that are attributable to the Mortgage Loans for the following
      purposes:

     

    (i)  to
      make
      deposits into the Certificate Account in the amounts and in the manner provided
      for in Section 4.01;

     

    (ii)  to
      pay to
      itself, the Depositor, the Sponsor or any other appropriate person, as the
      case
      may be, with respect to each Mortgage Loan that has previously been purchased
      or
      repurchased pursuant to Sections 2.02, 2.04, 3.14 or 9.01 all amounts received
      thereon and not yet distributed as of the date of purchase or
      repurchase;

     

    (iii)  to
      reimburse itself or any Sub-Servicer for Advances not previously reimbursed,
      the
      Master Servicer’s or any Sub-Servicer’s right to reimbursement pursuant to this
      clause (iii) being limited to amounts received which represent Late Collections
      (net of the related Servicing Fees) of Monthly Payments on Mortgage Loans with
      respect to which such Advances were made and as further provided in Section
      3.15;

     

    (iv)  to
      reimburse or pay itself, the Trustee or the Depositor for expenses incurred
      by
      or reimbursable to the Master Servicer, the Trustee or the Depositor pursuant
      to
      Sections 3.22, 6.03, 8.05 or 10.01(g), except as otherwise provided in such
      Sections hereof;

     

    (v)  to
      reimburse itself or any Sub-Servicer for costs and expenses incurred by or
      reimbursable to it relating to the prosecution of any claims pursuant to Section
      3.13 that are in excess of the amounts so recovered;

     

    (vi)  to
      reimburse itself or any Sub-Servicer for unpaid Master Servicing Fees,
      Sub-Servicing Fees and unreimbursed Servicing Advances, the Master Servicer’s or
      any Sub-Servicer’s right to reimbursement pursuant to this clause (vi) with
      respect to any Mortgage Loan being limited to late recoveries of the payments
      for which such advances were made pursuant to Section 3.01 or Section 3.09
      and
      any other related Late Collections;

     

    (vii)  to
      pay
      itself as servicing compensation (in addition to the Master Servicing Fee and
      Sub-Servicing Fee), on or after each Distribution Date, any interest or
      investment income earned on funds deposited in the Custodial Account for the
      period ending on such Distribution Date;

     

    (viii)  to
      reimburse itself or any Sub-Servicer for any Advance or Servicing Advance
      previously made, after a Realized Loss has been allocated with respect to the
      related Mortgage Loan if the Advance or Servicing Advance was not reimbursed
      pursuant to clauses (iii) and (vi);

     

    (ix)  to
      pay
      the PMI Insurer the premium under the PMI Insurer Policy; and

     

    (x)  to
      clear
      and terminate the Custodial Account at the termination of this Agreement
      pursuant to Section 9.01.

     

    The
      Master Servicer shall keep and maintain separate accounting records on a
      Mortgage Loan by Mortgage Loan basis, for the purpose of justifying any
      withdrawal from the Custodial Account pursuant to such subclauses (ii) through
      (x). Reconciliations will be prepared for the Custodial Account within 45
      Calendar days after the bank statement cut-off date. All items requiring
      reconciliation will be resolved within 90 calendar days of their original
      identification.

     

    Section
      3.12.  Permitted
      Investments.

     

    Any
      institution maintaining the Custodial Account shall at the direction of the
      Master Servicer invest the funds in such account in Permitted Investments,
      each
      of which shall mature not later than (i) the Business Day immediately preceding
      the date on which such funds are required to be withdrawn from such account
      pursuant to this Agreement, if a Person other than the Trustee is the obligor
      thereon, and (ii) no later than the date on which such funds are required to
      be
      withdrawn from such account pursuant to this Agreement, if the Trustee is the
      obligor thereon and shall not be sold or disposed of prior to its maturity.
      All
      income and gain realized from any such investment as well as any interest earned
      on deposits in the Custodial Account shall be for the benefit of the Master
      Servicer. The Master Servicer shall deposit in the Custodial Account an amount
      equal to the amount of any loss incurred in respect of any such investment
      immediately upon realization of such loss without right of
      reimbursement.

     

    The
      Trustee or its Affiliates are permitted to receive additional compensation
      that
      could be deemed to be in the Trustee’s economic self-interest for (i) serving as
      investment adviser, administrator, shareholder servicing agent, custodian or
      sub-custodian with respect to certain of the Permitted Investments, (ii) using
      Affiliates to effect transactions in certain Permitted Investments and (iii)
      effecting transactions in certain Permitted Investments.

     

    Funds
      on
      deposit in the Net WAC Shortfall Reserve Fund Deposit may be invested in
      Permitted Investments in accordance with this Section 3.12 subject to any
      limitations set forth in Section 4.08 (with respect to the Net WAC Shortfall
      Reserve Fund) and any investment earnings or interest paid shall accrue to
      the
      benefit of the party designated in such section and the party so designated
      shall deposit in the related account from its own funds the amount of any loss
      incurred on Permitted Investments in such account.

     

    Section
      3.13.  Maintenance
      of Primary Hazard Insurance.

     

    (a)  The
      Master Servicer shall cause to be maintained for each Mortgage Loan primary
      hazard insurance by a Qualified Insurer or other insurer satisfactory to the
      Rating Agencies with extended coverage on the related Mortgaged Property in
      an
      amount equal to the lesser of (i) 100% of the replacement value of the
      improvements, as determined by the insurance company, on such Mortgaged Property
      or (ii) the unpaid principal balance of the Mortgage Loan. The Master Servicer
      shall also cause to be maintained on property acquired upon foreclosure, or
      deed
      in lieu of foreclosure, of any Mortgage Loan, fire insurance with extended
      coverage in an amount equal to the replacement value of the improvements
      thereon. Any costs incurred in maintaining any insurance described in this
      Section 3.13 (other than any deductible described in the last paragraph hereof)
      shall be recoverable as a Servicing Advance. The Master Servicer shall not
      be
      obligated to advance any amounts pursuant to this Section 3.13 if, in its good
      faith judgment, the Master Servicer determines that such advance would be a
      Nonrecoverable Advance. Pursuant to Section 3.10, any amounts collected by
      the
      Master Servicer under any such policies (other than amounts to be applied to
      the
      restoration or repair of the related Mortgaged Property or property thus
      acquired or amounts released to the Mortgagor in accordance with the Master
      Servicer’s normal servicing procedures) shall be deposited in the Custodial
      Account, subject to withdrawal pursuant to Section 3.11. Any cost incurred
      by
      the Master Servicer in maintaining any such insurance shall not, for the purpose
      of calculating monthly distributions to Certificateholders, be added to the
      amount owing under the Mortgage Loan, notwithstanding that the terms of the
      Mortgage Loan so permit. It is understood and agreed that no earthquake or
      other
      additional insurance is to be required of any Mortgagor or maintained on
      property acquired in respect of a Mortgage Loan other than pursuant to such
      applicable laws and regulations as shall at any time be in force and as shall
      require such additional insurance.

     

    The
      Master Servicer shall, or shall cause the related Sub-Servicer to, exercise
      its
      best reasonable efforts to maintain and keep in full force and effect each
      Primary Insurance Policy by a Qualified Insurer, or other insurer satisfactory
      to the Rating Agencies, with respect to each first lien Mortgage Loan as to
      which as of the Cut-Off Date such a Primary Insurance Policy was in effect
      (or,
      in the case of a Qualified Substitute Mortgage Loan, the date of substitution)
      and the original principal amount of the related Mortgage Note exceeded 80%
      of
      the Collateral Value in an amount at least equal to the excess of such original
      principal amount over 75% of such Collateral Value until the principal amount
      of
      any such first lien Mortgage Loan is reduced below 80% of the Collateral Value
      or, based upon a new appraisal, the principal amount of such first lien Mortgage
      Loan represents less than 80% of the new appraised value. The Master Servicer
      shall, or shall cause the related Sub-Servicer to, effect the timely payment
      of
      the premium on each Primary Insurance Policy. The Master Servicer and the
      related Sub-Servicer shall have the power to substitute for any Primary
      Insurance Policy another substantially equivalent policy issued by another
      Qualified Insurer, provided,
      that,
      such
      substitution shall be subject to the condition that it will not cause the
      ratings on the Certificates to be downgraded or withdrawn, as evidenced in
      writing from each Rating Agency.

     

    The
      Master Servicer shall cooperate with the PMI Insurer and shall use its best
      efforts to furnish all reasonable aid, evidence and information in the
      possession of the Master Servicer or to which the Master Servicer has access
      with respect to any PMI Mortgage Loan.

     

    In
      the
      event of a default by PMI Insurer under the PMI Insurer Policy (a “Replacement
      Event”), the Master Servicer shall use its best efforts to obtain a substitute
      lender-paid primary mortgage insurance policy (a “Substitute PMI Policy”), with
      the approval of the Certificate Insurer; provided,
      however,
      that
      the Master Servicer shall not be obligated, and shall have no liability for
      failing, to obtain a Substitute PMI Policy unless such Substitute PMI Policy
      can
      be obtained on the following terms and conditions: (i) the Certificates shall
      be
      rated no lower than the rating assigned by each Rating Agency to the
      Certificates immediately prior to such Replacement Event, as evidenced by a
      letter from each Rating Agency addressed to the Depositor, the Master Servicer
      and the Trustee, (ii) the timing and mechanism for drawing on such new
      Substitute PMI Policy shall be reasonably acceptable to the Master Servicer
      and
      the Trustee and (iii) the premiums under the proposed Substitute PMI Policy
      shall not exceed such premiums under the existing PMI Insurer
      Policy.

     

    With
      respect to the PMI Mortgage Loans covered by a PMI Insurer Policy, the Master
      Servicer will confirm with PMI Insurer, and PMI Insurer will certify to the
      Trustee, on or before __________ ___, 200_, that the Mortgage Loans indicated
      on
      the Mortgage Loan Schedule as being covered by PMI Insurer Policy are so
      covered.

     

    No
      earthquake or other additional insurance is to be required of any Mortgagor
      or
      maintained on property acquired with respect to a security instrument other
      than
      pursuant to such applicable laws and regulations as shall at any time be in
      force and shall require such additional insurance. When, at the time of
      origination of the Mortgage Loan or at any subsequent time, the Mortgaged
      Property is located in a federally designated special flood hazard area, the
      Master Servicer shall cause with respect to the Mortgage Loans and each REO
      Property flood insurance (to the extent available and in accordance with
      mortgage servicing industry practice) to be maintained. Such flood insurance
      shall cover the Mortgaged Property, including all items taken into account
      in
      arriving at the Collateral Value on which the Mortgage Loan was based, and
      shall
      be in an amount equal to the lesser of (i) the Stated Principal Balance of
      the
      related Mortgage Loan and (ii) the minimum amount required under the terms
      of
      coverage to compensate for any damage or loss on a replacement cost basis,
      but
      not more than the maximum amount of such insurance available for the related
      Mortgaged Property under either the regular or emergency programs of the
      National Flood Insurance Program (assuming that the area in which such Mortgaged
      Property is located is participating in such program). Unless applicable state
      law requires a higher deductible, the deductible on such flood insurance may
      not
      exceed $1,000 or 1% of the applicable amount of coverage, whichever is
      less.

     

    In
      the
      event that the Master Servicer shall obtain and maintain a blanket fire
      insurance policy with extended coverage insuring against hazard losses on all
      of
      the Mortgage Loans, it shall conclusively be deemed to have satisfied its
      obligations as set forth in the first two sentences of this Section 3.13, it
      being understood and agreed that such policy may contain a deductible clause,
      in
      which case the Master Servicer shall, in the event that there shall not have
      been maintained on the related Mortgaged Property a policy complying with the
      first two sentences of this Section 3.13 and there shall have been a loss which
      would have been covered by such policy, deposit in the Certificate Account
      from
      its own funds the amount not otherwise payable under the blanket policy because
      of such deductible clause. Any such deposit by the Master Servicer shall be
      made
      on the Certificate Account Deposit Date next preceding the Distribution Date
      which occurs in the month following the month in which payments under any such
      policy would have been deposited in the Custodial Account. Any such deposit
      shall not be deemed Servicing Advances and the Master Servicer shall not be
      entitled to reimbursement therefor. In connection with its activities as
      administrator and servicer of the Mortgage Loans, the Master Servicer agrees
      to
      present, on behalf of itself, the Trustee and Certificateholders, claims under
      any such blanket policy.

     

    Section
      3.14.  Enforcement
      of Due-on-Sale Clauses; Assumption Agreements.

     

    The
      Master Servicer will, to the extent it has knowledge of any conveyance or
      prospective conveyance by any Mortgagor of the Mortgaged Property (whether
      by
      absolute conveyance or by contract of sale, and whether or not the Mortgagor
      remains or is to remain liable under the Mortgage Note or the Mortgage),
      exercise or cause to be exercised its rights to accelerate the maturity of
      such
      Mortgage Loan under any “due-on-sale” clause applicable thereto; provided,
      however,
      that
      the Master Servicer shall not exercise any such rights if it reasonably believes
      that it is prohibited by law from doing so. The Master Servicer or the related
      Sub-Servicer may repurchase a Mortgage Loan at the Purchase Price when the
      Master Servicer requires acceleration of the Mortgage Loan, but only if the
      Master Servicer is satisfied, as evidenced by an Officer’s Certificate delivered
      to the Trustee, that either (i) such Mortgage Loan is in default or default
      is
      reasonably foreseeable or (ii) if such Mortgage Loan is not in default or
      default is not reasonably foreseeable, such repurchase will have no adverse
      tax
      consequences for the Trust Fund or any Certificateholder. If the Master Servicer
      is unable to enforce such “due-on-sale” clause (as provided in the second
      preceding sentence) or if no “due-on-sale” clause is applicable, the Master
      Servicer or the Sub-Servicer is authorized to enter into an assumption and
      modification agreement with the Person to whom such property has been conveyed
      or is proposed to be conveyed, pursuant to which such Person becomes liable
      under the Mortgage Note and, to the extent permitted by applicable state law,
      the Mortgagor remains liable thereon; provided,
      however,
      that
      the Master Servicer shall not enter into any assumption and modification
      agreement if the coverage provided under the Primary Insurance Policy, if any,
      would be impaired by doing so. The Master Servicer shall notify the Trustee,
      whenever possible, before the completion of such assumption agreement, and
      shall
      forward to the Custodian the original copy of such assumption agreement, which
      copy shall be added by the Custodian to the related Mortgage File and which
      shall, for all purposes, be considered a part of such Mortgage File to the
      same
      extent as all other documents and instruments constituting a part thereof.
      In
      connection with any such assumption agreement, the interest rate on the related
      Mortgage Loan shall not be changed and no other material alterations in the
      Mortgage Loan shall be made unless such material alteration would not cause
      any
      of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC for federal income
      tax purposes, as evidenced by an Opinion of Counsel. The Master Servicer is
      also
      authorized to enter into a substitution of liability agreement with such Person,
      pursuant to which the original Mortgagor is released from liability and such
      Person is substituted as the Mortgagor and becomes liable under the Mortgage
      Note. Any fee collected by or on behalf of the Master Servicer for entering
      into
      an assumption or substitution of liability agreement will be retained by or
      on
      behalf of the Master Servicer as additional servicing compensation. In
      connection with any such assumption, no material term of the Mortgage Note
      (including but not limited to the Mortgage Rate, the amount of the Monthly
      Payment and any other term affecting the amount or timing of payment on the
      Mortgage Loan) may be changed. The Master Servicer shall not enter into any
      substitution or assumption if such substitution or assumption shall (i) both
      constitute a “significant modification” effecting an exchange or reissuance of
      such Mortgage Loan under the Code (or Treasury regulations promulgated
      thereunder) and cause any of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify
      as a
      REMIC under the REMIC Provisions or (ii) cause the imposition of any tax on
      “prohibited transactions” or “contributions” after the Startup Day under the
      REMIC Provisions. The Master Servicer shall notify the Trustee that any such
      substitution or assumption agreement has been completed by forwarding to the
      Custodian the original copy of such substitution or assumption agreement, which
      copy shall be added to the related Mortgage File and shall, for all purposes,
      be
      considered a part of such Mortgage File to the same extent as all other
      documents and instruments constituting a part thereof. A portion equal to up
      to
      2% of the Collateral Value of the related Mortgage Loan, of any fee or
      additional interest collected by the related Sub-Servicer for consenting in
      any
      such conveyance or entering into any such assumption agreement may be retained
      by the related Sub-Servicer as additional servicing compensation.

     

    Notwithstanding
      the foregoing paragraph or any other provision of this Agreement, the Master
      Servicer shall not be deemed to be in default, breach or any other violation
      of
      its obligations hereunder by reason of any assumption of a Mortgage Loan by
      operation of law or any assumption that the Master Servicer may be restricted
      by
      law from preventing, for any reason whatsoever. For purposes of this Section
      3.14, the term “assumption” is deemed to also include a sale of a Mortgaged
      Property that is not accompanied by an assumption or substitution of liability
      agreement.

     

    Section
      3.15.  Realization
      Upon Defaulted Mortgage Loans.

     

    The
      Master Servicer shall exercise reasonable efforts, consistent with the
      procedures that the Master Servicer would use in servicing loans for its own
      account, to foreclose upon or otherwise comparably convert (which may include
      an
      REO Acquisition) the ownership of properties securing such of the Mortgage
      Loans
      as come into and continue in default and as to which no satisfactory
      arrangements can be made for collection of delinquent payments pursuant to
      Section 3.07, and which are not released from the Trust Fund pursuant to any
      other provision hereof. The Master Servicer shall use reasonable efforts to
      realize proceeds from such defaulted Mortgage Loans in such manner (including
      short sales and passing through to the Trust Fund less than the full amount
      it
      expects to receive from the related Mortgage Loan) as will maximize the receipt
      of principal and interest by Certificateholders, taking into account, among
      other things, the timing of foreclosure proceedings. The foregoing is subject
      to
      the provisions that, in any case in which Mortgaged Property shall have suffered
      damage from an Uninsured Cause, the Master Servicer shall not be required to
      expend its own funds toward the restoration of such property unless it shall
      determine in its sole discretion (i) that such restoration will increase the
      net
      proceeds of liquidation of the related Mortgage Loan to Certificateholders
      and
      the Certificate Insurer after reimbursement to itself for such expenses, and
      (ii) that such expenses will be recoverable by the Master Servicer through
      Insurance Proceeds or Liquidation Proceeds from the related Mortgaged Property,
      as contemplated in Section 3.11. The Master Servicer shall be responsible for
      all other costs and expenses incurred by it in any such proceedings;
provided,
      however,
      that it
      shall be entitled to reimbursement thereof from the related property, as
      contemplated in Section 3.11.

     

    The
      proceeds of any Cash Liquidation or REO Disposition, as well as any recovery
      resulting from a partial collection of Insurance Proceeds or Liquidation
      Proceeds or any income from an REO Property, will be deposited into the
      Custodial Account and applied in the following order of priority: first, to
      reimburse the Master Servicer or any Sub-Servicer for any related unreimbursed
      Servicing Advances, pursuant to Section 3.11(vi) or 3.22; second, to accrued
      and
      unpaid interest on the Mortgage Loan or REO Imputed Interest, at the Mortgage
      Rate, to the date of the Cash Liquidation or REO Disposition, or to the Due
      Date
      prior to the Distribution Date on which such amounts are to be distributed
      if
      not in connection with a Cash Liquidation or REO Disposition; and third, as
      a
      recovery of principal of the Mortgage Loan. If the amount of the recovery so
      allocated to interest is less than a full recovery thereof, that amount will
      be
      allocated as follows: first, to unpaid Master Servicing Fees or Sub-Servicing
      Fees; and second, to interest at the Net Mortgage Rate. The portion of the
      recovery so allocated to unpaid Master Servicing Fees or Sub-Servicing Fees
      shall be reimbursed to the Master Servicer or any Sub-Servicer pursuant to
      Section 3.11(vi). The portions of the recovery so allocated to interest at
      the
      Net Mortgage Rate and to principal of the Mortgage Loan shall be applied as
      follows: first, to reimburse the Master Servicer or any Sub-Servicer for any
      related unreimbursed Advances in accordance with Section 3.11(iii) or 3.22,
      second, payment to PMI Insurer in accordance with Sections 3.11(ix) and third,
      for payment to the Trustee and distribution to the Certificateholders in
      accordance with the provisions of Section 4.01, subject to Section 3.22 with
      respect to certain recoveries from an REO Disposition constituting Excess
      Proceeds. To the extent the Master Servicer receives additional recoveries
      following a Cash Liquidation, the amount of the Realized Loss will be restated,
      and the additional recoveries will be passed through the Trust Fund as
      Liquidation Proceeds.

     

    Section
      3.16.  Trustee
      to Cooperate; Release of Mortgage Files.

     

    Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Master Servicer
      of a
      notification that payment in full shall be escrowed in a manner customary for
      such purposes, the Master Servicer will immediately notify the Trustee by a
      certification (which certification shall include a statement to the effect
      that
      all amounts received or to be received in connection with such payment which
      are
      required to be deposited in the Custodial Account pursuant to Section 3.10
      have
      been or will be so deposited) of a Servicing Officer and shall request delivery
      to it of the Mortgage File in the form of the Request for Release attached
      hereto as Exhibit F-2. Upon receipt by the Custodian of such certification
      and
      request, such Custodian shall promptly release the related Mortgage File to
      the
      Master Servicer. Subject to the receipt by the Master Servicer of the proceeds
      of such payment in full and the payment of all related fees and expenses, the
      Master Servicer shall arrange for the release to the Mortgagor of the original
      canceled Mortgage Note. In connection with the satisfaction of any MOM Loan,
      the
      Master Servicer is authorized to cause the removal from the registration on
      the
      MERS® System of such Mortgage. All other documents in the Mortgage File shall be
      retained by the Master Servicer to the extent required by applicable law. The
      Master Servicer shall provide for preparation of the appropriate instrument
      of
      satisfaction covering any Mortgage Loan which pays in full and the Trustee
      shall
      cooperate in the execution and return of such instrument to provide for its
      delivery or recording as may be required. No expenses incurred in connection
      with any instrument of satisfaction or deed of reconveyance shall be chargeable
      to the Custodial Account or the Certificate Account.

     

    From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, including, for this purpose, collection under any insurance policy
      relating to the Mortgage Loan, the Custodian shall, upon request of the Master
      Servicer and delivery to the Custodian of a Request for Release in the form
      attached hereto as Exhibit F-1, release the related Mortgage File to the Master
      Servicer and the Trustee shall execute such documents as the Master Servicer
      shall prepare and request as being necessary to the prosecution of any such
      proceedings. Such Request for Release shall obligate the Master Servicer to
      return each document previously requested from the Mortgage File to the
      Custodian when the need therefor by the Master Servicer no longer exists; and
      in
      any event within 21 days of the Master Servicer’s receipt thereof, unless the
      Mortgage Loan has been liquidated and the Liquidation Proceeds relating to
      the
      Mortgage Loan have been deposited in the Custodial Account or the Mortgage
      File
      or such document has been delivered to an attorney, or to a public trustee
      or
      other public official as required by law, for purposes of initiating or pursuing
      legal action or other proceedings for the foreclosure of the Mortgaged Property
      either judicially or non-judicially, and the Master Servicer has delivered
      to
      the Trustee a certificate of a Servicing Officer certifying as to the name
      and
      address of the Person to which such Mortgage File or such document was delivered
      and the purpose or purposes of such delivery. Upon receipt of a Request for
      Release stating that such Mortgage Loan was liquidated and that all amounts
      received or to be received in connection with such liquidation which are
      required to be deposited into the Custodial Account have been or will be so
      deposited, or that such Mortgage Loan has become an REO Property, a copy of
      the
      Request for Release shall be released by the Trustee to the Master
      Servicer.

     

    Upon
      written request of a Servicing Officer, the Trustee shall execute and deliver
      to
      the Master Servicer any court pleadings, requests for trustee’s sale or other
      documents prepared by the Master Servicer that are necessary to the foreclosure
      or trustee’s sale in respect of a Mortgaged Property or to any legal action
      brought to obtain judgment against any Mortgagor on the Mortgage Note or
      Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
      or
      rights provided by the Mortgage Note or Mortgage or otherwise available at
      law
      or in equity. Each such request that such pleadings or documents be executed
      by
      the Trustee shall include a certification signed by a Servicing Officer as
      to
      the reason such documents or pleadings are required and that the execution
      and
      delivery thereof by the Trustee will not invalidate or otherwise affect the
      lien
      of the Mortgage, except for the termination of such a lien upon completion
      of
      the foreclosure or trustee’s sale.

     

    Section
      3.17.  Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, the Master Servicer shall be entitled
      to withhold and retain, from deposits to the Custodial Account of amounts
      representing payments or recoveries of interest, the Master Servicing Fees
      and
      Sub-Servicing Fees with respect to each Mortgage Loan (less any portion of
      such
      amounts retained by any Sub-Servicer). In addition, the Master Servicer shall
      be
      entitled to recover unpaid Master Servicing Fees and Sub-Servicing Fees out
      of
      related Late Collections to the extent permitted in Section 3.11.

     

    Each
      Sub-Servicing Agreement shall permit the related Sub-Servicer to retain the
      Sub-Servicer Fees from collections on the related Mortgage Loans, or shall
      provide that the Sub-Servicer be paid directly by the Master Servicer from
      collections on the related Mortgage Loans. To the extent the Master Servicer
      directly services a Mortgage Loan, the Master Servicer shall be entitled to
      retain the Sub-Servicing Fees for that Mortgage Loan.

     

    The
      Master Servicer also shall be entitled pursuant to Section 3.11 to receive
      from
      the Custodial Account as additional servicing compensation interest or other
      income earned on deposits therein, subject to Section 3.23, as well as any
      assumption fees, late payment charges and reconveyance fees. The Master Servicer
      shall not be entitled to retain any Prepayment Charges. The Master Servicer
      shall be required to pay all expenses incurred by it in connection with its
      servicing activities hereunder (including payment of the premiums for any
      blanket policy insuring against hazard losses pursuant to Section 3.13 and
      servicing compensation of the Sub-Servicer to the extent not retained by it),
      and shall not be entitled to reimbursement therefor except as specifically
      provided in Section 3.11. The Master Servicing Fee may not be transformed in
      whole or in part except in connection with the transfer of all of the Master
      Servicer’s responsibilities and obligations under this Agreement.

     

    The
      Master Servicer also shall be entitled pursuant to Section 3.11 to receive
      from
      the Custodial Account as additional servicing compensation interest or other
      income earned on deposits therein, subject to Section 3.23, as well as any
      assumption fees, late payment charges and reconveyance fees. The Master Servicer
      shall not be entitled to retain any Prepayment Charges. Any Prepayment Charges
      shall be paid to the Holders of the Class P Certificates. The Master Servicer
      shall be required to pay all expenses incurred by it in connection with its
      servicing activities hereunder (including payment of the premiums for any
      blanket policy insuring against hazard losses pursuant to Section 3.13 and
      servicing compensation of the Sub-Servicer to the extent not retained by it),
      and shall not be entitled to reimbursement therefor except as specifically
      provided in Section 3.11. The Master Servicing Fee may not be transferred in
      whole or in part except in connection with the transfer of all of the Master
      Servicer’s responsibilities and obligations under this Agreement.

     

    The
      Master Servicer, or any Special Servicer acting on its behalf, shall be entitled
      to receive, as additional servicing compensation, to the extent permitted by
      applicable law and the related Mortgage Notes and Mortgages, any late payment
      charges or late fees, demand fees, assumption fees, loan modification fees,
      extension fees, consent fees, beneficiary statement charges, or similar items,
      in each case to the extent received with respect to any Specially Serviced
      Mortgage Loan.

     

    Furthermore,
      the Master Servicer, or any Special Servicer acting on its behalf, shall be
      entitled to receive, as additional servicing compensation, a Workout Fee;
      provided, however, that the Master Servicer, or any Special Servicer acting
      on
      its behalf, shall not enter into any workout arrangement with respect to any
      commercial or mixed-use loan which will result in a Workout Fee. If any
      Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan, any
      right to the Workout Fee with respect to such Mortgage Loan earned in connection
      with the initial modification, restructuring or workout thereof shall terminate,
      and the Master Servicer, or any Special Servicer acting on its behalf, shall
      be
      entitled to a new Workout Fee for such Mortgage Loan upon resolution or workout
      of the subsequent event of default under such Mortgage Loan. If the Master
      Servicer, or any Special Servicer acting on its behalf, is terminated for any
      reason hereunder it shall retain the right to receive any Workout Fees payable
      in respect of any Mortgage Loans which became Corrected Mortgage Loans during
      the period that it acted as Master Servicer or Special Servicer, as applicable
      (and the successor Master Servicer or Special Servicer, as applicable, shall
      not
      be entitled to any portion of such Workout Fees), in each case until the Workout
      Fees for any such Mortgage Loan ceases to be payable in accordance with this
      paragraph.

     

    In
      addition to other servicing compensation provided for in this Agreement, and
      not
      in lieu thereof, the Master Servicer, or any Special Servicer acting on its
      behalf, shall be entitled to (i) the disposition fee payable out of certain
      Liquidation Proceeds prior to the deposit of the Liquidation Proceeds in the
      Custodial Account and (ii) a fee of [___]% of the unpaid balance of any Mortgage
      Loan or Mortgage Loan relating to any REO Property repurchased from the Trust
      Fund pursuant to Section 2.02.

     

    Section
      3.18.  Maintenance
      of Certain Servicing Policies.

     

    The
      Master Servicer shall obtain and maintain at its own expense and shall cause
      each Sub-Servicer to obtain and maintain for the duration of this Agreement
      a
      blanket fidelity bond and an errors and omissions insurance policy covering
      the
      Master Servicer’s and such Sub-Servicer’s officers, employees and other persons
      acting on its behalf in connection with its activities under this Agreement.
      The
      amount of coverage shall be at least equal to the coverage maintained by the
      Master Servicer or Sub-Servicer in order to be acceptable to Fannie Mae or
      Freddie Mac to service loans for it or otherwise in an amount as is commercially
      available at a cost that is generally not regarded as excessive by industry
      standards. The Master Servicer shall promptly notify the Trustee in writing
      of
      any material change in the terms of such bond or policy. The Master Servicer
      shall provide annually to the Trustee a certificate of insurance that such
      bond
      and policy are in effect. If any such bond or policy ceases to be in effect,
      the
      Master Servicer shall, to the extent possible, give the Trustee ten days’ notice
      prior to any such cessation and shall use its reasonable best efforts to obtain
      a comparable replacement bond or policy, as the case may be.

     

    Section
      3.19.  Annual
      Statement as to Compliance.

     

    Not
      later
      than February 28 of each calendar year beginning in 2007, the Master Servicer
      at
      its own expense shall deliver to the Trustee a certificate (an “Annual Statement
      of Compliance”) signed by a Servicing Officer stating, as to the signers
      thereof, that (i) a review of the activities of the Master Servicer during
      the
      preceding calendar year and of performance under this Agreement or other
      applicable servicing agreement has been made under such officers’ supervision,
      (ii) to the best of such officers’ knowledge, based on such review, the Master
      Servicer has fulfilled all its obligations under this Agreement or other
      applicable servicing agreement for such year, or, if there has been a failure
      to
      fulfill any such obligation in any material respect, specifying each such
      failure known to such officer and the nature and status of cure provisions
      thereof including the steps being taken by the Master Servicer to remedy such
      failure. Such Annual Statement of Compliance shall contain no restrictions
      or
      limitations on its use. In the event that the Master Servicer has delegated
      any
      servicing responsibilities with respect to the Mortgage Loans to a subservicer,
      the Master Servicer shall deliver a similar Annual Statement of Compliance
      by
      that subservicer to the Trustee as described above as and when required with
      respect to the Master Servicer. 

     

    If
      the
      Master Servicer cannot deliver the related Annual Statement of Compliance by
      February 28th of such year, the Trustee, at its sole option, may permit a cure
      period for the Master Servicer to deliver such Annual Statement of Compliance,
      but in no event later than March 10th of such year.

    


    Failure
      of the Master Servicer to timely comply with this Section 3.19 shall be deemed
      an Event of Default, and the Trustee may, in addition to whatever rights the
      Trustee may have under this Agreement and at law or equity or to damages,
      including injunctive relief and specific performance, upon notice immediately
      terminate all the rights and obligations of the Master Servicer under this
      Agreement and in and to the Mortgage Loans and the proceeds thereof without
      compensating the Master Servicer for the same. This paragraph shall supersede
      any other provision in this Agreement or any other agreement to the
      contrary.

     

    Section
      3.20.  Assessments
      of Compliance and Attestation Reports.

     

    On
      and
      after January 1, 2006, the Master Servicer shall service and administer the
      Mortgage Loans in accordance with all applicable requirements of the Servicing
      Criteria. Pursuant to Rules 13a-18 and 15d-18 of the Exchange Act and Item
      1123
      of Regulation AB, the Master Servicer shall deliver to theTrustee on or before
      February 28 of each calendar year beginning in 2007, a report regarding the
      Master Servicer’s assessment of compliance (an “Assessment of Compliance”) with
      the Servicing Criteria during the preceding calendar year. The Assessment of
      Compliance must be reasonably satisfactory to the Trustee, and as set forth
      in
      Regulation AB, the Assessment of Compliance must contain the
      following:

     

    (a) A
      statement by such officer of its responsibility for assessing compliance with
      the Servicing Criteria applicable to the Master Servicer;

     

    (b) A
      statement by such officer that such officer used the Servicing Criteria attached
      as Exhibit N hereto, and which will also be attached to the Assement of
      Compliance, to assess compliance with the Servicing Criteria applicable to
      the
      Master Servicer;

     

    (c) An
      assessment by such officer of the Master Servicer’s compliance with the
      applicable Servicing Criteria for the period consisting of the preceding
      calendar year, including disclosure of any material instance of noncompliance
      with respect thereto during such period, which assessment shall be based on
      the
      activities it performs with respect to asset-backed securities transactions
      taken as a whole involving the Master Servicer, that are backed by the same
      asset type as the Mortgage Loans;

     

    (d) A
      statement that a registered public accounting firm has issued an attestation
      report on the Master Servicer’s Assessment of Compliance for the period
      consisting of the preceding calendar year; and

     

    (e) A
      statement as to which of the Servicing Criteria, if any, are not applicable
      to
      the Master Servicer, which statement shall be based on the activities it
      performs with respect to asset-backed securities transactions taken as a whole
      involving the Master Servicer, that are backed by the same asset type as the
      Mortgage Loans.

     

    Such
      report at a minimum shall address each of the Servicing Criteria specified
      on
      Exhibit N hereto which are indicated as applicable to the Master
      Servicer.

     

    On
      or
      before February 28 of each calendar year beginning in 2007, the Master Servicer
      shall furnish to the Trustee a report (an “Attestation Report”) by a registered
      public accounting firm that attests to, and reports on, the Assessment of
      Compliance made by the Depositor, as required by Rules 13a-18 and 15d-18 of
      the
      Exchange Act and Item 1122(b) of Regulation AB, which Attestation Report must be
      made in accordance with standards for attestation reports issued or adopted
      by
      the Public Company Accounting Oversight Board. 

     

    The
      Master Servicer shall cause any subservicer, and each subcontractor determined
      by the Master Servicer to be “participating in the servicing function” within
      the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the
      Depositor an Assessment of Compliance and Attestation Report as and when
      provided above.

     

    Such
      Assessment of Compliance, as to any subservicer, shall at a minimum address
      each
      of the Servicing Criteria specified on Exhibit N hereto which are indicated
      as
      applicable to any “primary servicer.” Notwithstanding the foregoing, as to any
      subcontractor, an Assessment of Compliance is not required to be delivered
      unless it is required as part of a Form 10-K with respect to the Trust
      Fund.

     

    If
      the
      Master Servicer cannot deliver any Assessment of Compliance or Attestation
      Report by February 28th of such year, the Trustee, at its sole option, may
      permit a cure period for the Master Servicer to deliver such Assessment of
      Compliance or Attestation Report, but in no event later than March 10th of
      such
      year.

     

    Failure
      of the Master Servicer to timely comply with this Section 3.20 shall be deemed
      an Event of Default, and the Trustee may, in addition to whatever rights the
      Trustee may have under this Agreement and at law or equity or to damages,
      including injunctive relief and specific performance, upon notice immediately
      terminate all the rights and obligations of the Master Servicer under this
      Agreement and in and to the Mortgage Loans and the proceeds thereof without
      compensating the Master Servicer for the same. This paragraph shall supercede
      any other provision in this Agreement or any other agreement to the
      contrary.

     

    The
      Trustee shall also provide an Assessment of Compliance and Attestation Report,
      as and when provided above, which shall at a minimum address each of the
      Servicing Criteria specified on Exhibit N hereto which are indicated as
      applicable to the “trustee.” In addition, the Trustee shall cause the Custodian
      to deliver to the Trustee and the Depositor an Assessment of Compliance and
      Attestation Report, as and when provided above, which shall at a minimum address
      each of the Servicing Criteria specified on Exhibit N hereto which are indicated
      as applicable to a “custodian.” Notwithstanding the foregoing, as to any
      Custodian, an Assessment of Compliance is not required to be delivered unless
      it
      is required as part of a Form 10-K with respect to the Trust Fund.

     

    Section
      3.21.  Access
      to Certain Documentation.

     

    The
      Master Servicer shall provide, and shall cause any Sub-Servicer to provide,
      to
      the Trustee and the Certificate Insurer, access to the documentation in their
      possession regarding the related Mortgage Loans and REO Properties and to the
      Certificateholders, the FDIC, and the supervisory agents and examiners of the
      FDIC (to which the Trustee shall also provide) access to the documentation
      regarding the related Mortgage Loans required by applicable regulations, such
      access being afforded without charge but only upon reasonable request and during
      normal business hours at the offices of the Master Servicer or the Sub-Servicers
      that are designated by these entities; provided,
      however,
      that,
      unless otherwise required by law, the Trustee, the Master Servicer or the
      Sub-Servicer shall not be required to provide access to such documentation
      if
      the provision thereof would violate the legal right to privacy of any Mortgagor;
      provided,
      further,
      however,
      that
      the Trustee shall coordinate its requests for such access so as not to impose
      an
      unreasonable burden on, or cause an unreasonable interruption of, the business
      of the Master Servicer or any Sub-Servicer. The Master Servicer, the
      Sub-Servicers and the Trustee shall allow representatives of the above entities
      to photocopy any of the documentation and shall provide equipment for that
      purpose at a charge that covers their own actual out-of-pocket
      costs.

     

    Section
      3.22.  Title,
      Conservation and Disposition of REO Property.

     

    This
      Section shall apply only to REO Properties acquired for the account of REMIC
      1
      and shall not apply to any REO Property relating to a Mortgage Loan which was
      purchased or repurchased from REMIC 1 pursuant to Sections 2.02, 2.04 or 3.14.
      In the event that title to any such REO Property is acquired, the deed or
      certificate of sale shall be issued to the Trustee, or to its nominee, on behalf
      of the Certificateholders. The Master Servicer, on behalf of REMIC 1, shall
      either sell any REO Property before the close of the third taxable year
      following the taxable year in which REMIC 1 acquires ownership of such REO
      Property for purposes of Section 860G(a)(8) of the Code or, at the expense
      of
      REMIC 1, request, more than 60 days before the day on which the three-year
      grace
      period would otherwise expire an extension of the three-year grace period,
      unless the Master Servicer has delivered to the Trustee and the Certificate
      Insurer an Opinion of Counsel (which shall not be at the expense of the Trustee
      or the Certificate Insurer), addressed to the Trustee, the Certificate Insurer
      and the Master Servicer, to the effect that the holding by REMIC 1 of such
      REO
      Property subsequent to the close of the third taxable year following the taxable
      year in which REMIC 1 acquires ownership of such REO Property will not result
      in
      the imposition on REMIC 1 of taxes on “prohibited transactions” thereof, as
      defined in Section 860F of the Code, or cause any of REMIC 1, REMIC 2 or REMIC
      3
      to fail to qualify as a REMIC under the REMIC Provisions or comparable
      provisions of the laws of the State of California at any time that any
      Certificates are outstanding. The Master Servicer shall manage, conserve,
      protect and operate each REO Property for the Certificateholders solely for
      the
      purpose of its prompt disposition and sale in a manner which does not cause
      such
      REO Property to fail to qualify as “foreclosure property” within the meaning of
      Section 860G(a)(8) or result in the receipt by any of REMIC 1, REMIC 2 or REMIC
      3 of any “income from non-permitted assets” within the meaning of Section
      860F(a)(2)(B) of the Code or any “net income from foreclosure property” which is
      subject to taxation under the REMIC Provisions. Pursuant to its efforts to
      sell
      such REO Property, the Master Servicer shall either itself or through an agent
      selected by the Master Servicer protect and conserve such REO Property in the
      same manner and to such extent as is customary in the locality where such REO
      Property is located and may, incident to its conservation and protection of
      the
      interests of the Certificateholders, rent the same, or any part thereof, as
      the
      Master Servicer deems to be in the best interest of the Certificateholders
      for
      the period prior to the sale of such REO Property.

     

    Any
      REO
      Disposition shall be for cash only (unless changes in the REMIC Provisions
      made
      subsequent to the Startup Day allow a sale for other
      consideration).

     

    The
      Master Servicer shall segregate and hold all funds collected and received in
      connection with the operation of any REO Property separate and apart from its
      own funds and general assets. The Master Servicer shall deposit, or cause to
      be
      deposited, on a daily basis in the Custodial Account all revenues received
      with
      respect to the REO Properties, net of any directly related expenses incurred
      or
      withdraw therefrom funds necessary for the proper operation, management and
      maintenance of the REO Property.

     

    If
      as of
      the date of acquisition of title to any REO Property there remain outstanding
      unreimbursed Servicing Advances with respect to such REO Property or any
      outstanding Advances allocated thereto the Master Servicer, upon an REO
      Disposition, shall be entitled to reimbursement for any related unreimbursed
      Servicing Advances and any unreimbursed related Advances as well as any unpaid
      Master Servicing Fees or Sub-Servicing Fees from proceeds received in connection
      with the REO Disposition, as further provided in Section 3.15. The Master
      Servicer shall not be obligated to advance any amounts with respect to an REO
      Property if, in its good faith judgment, the Master Servicer determines that
      such advance would constitute a Nonrecoverable Advance.

     

    The
      REO
      Disposition shall be carried out by the Master Servicer at such price and upon
      such terms and conditions as the Master Servicer shall determine.

     

    The
      Master Servicer shall deposit the proceeds from the REO Disposition, net of
      any
      payment to the Master Servicer as provided above, in the Custodial Account
      upon
      receipt thereof for distribution in accordance with Section 4.01; provided,
      that
      any such net proceeds received by the Master Servicer which are in excess of
      the
      applicable Stated Principal Balance plus all unpaid REO Imputed Interest thereon
      through the last day of the month in which the REO Disposition occurred (“Excess
      Proceeds”) shall be retained by the Master Servicer as additional servicing
      compensation.

     

    With
      respect to any Mortgage Loan as to which the Master Servicer has received notice
      of, or has actual knowledge of, the presence of any toxic or hazardous substance
      on the Mortgaged Property, the Master Servicer shall not, on behalf of the
      Trustee, either (i) obtain title to the related Mortgaged Property as a result
      of or in lieu of foreclosure or otherwise, or (ii) otherwise acquire possession
      of, the related Mortgaged Property, unless the Master Servicer has, at least
      30
      days prior to taking such action, obtained and delivered to the Trustee an
      environmental audit report prepared by a Person who regularly conducts
      environmental audits using customary industry standards. The Master Servicer
      shall take such action as it deems to be in the best economic interest of the
      Trust Fund (other than proceeding against the Mortgaged Property) and is hereby
      authorized at such time as it deems appropriate to release such Mortgaged
      Property from the lien of the related Mortgage.

     

    The
      cost
      of the environmental audit report contemplated by this Section 3.22 shall be
      advanced by the Master Servicer as an expense of the Trust Fund, and the Master
      Servicer shall be reimbursed therefor from the Custodial Account as provided
      in
      Section 3.11, any such right of reimbursement being prior to the rights of
      the
      Certificateholders to receive any amount in the Custodial Account.

     

    If
      the
      Master Servicer determines, as described above, that it is in the best economic
      interest of the Trust Fund to take such actions as are necessary to bring any
      such Mortgaged Property in compliance with applicable environmental laws, or
      to
      take such action with respect to the containment, clean-up or remediation of
      hazardous substances, hazardous materials, hazardous wastes, or petroleum-based
      materials affecting any such Mortgaged Property, then the Master Servicer shall
      take such action as it deems to be in the best economic interest of the Trust
      Fund. The cost of any such compliance, containment, clean-up or remediation
      shall be advanced by the Master Servicer as an expense of the Trust Fund, and
      the Master Servicer shall be entitled to be reimbursed therefor from the
      Custodial Account as provided in Section 3.11, any such right of reimbursement
      being prior to the rights of the Certificateholders to receive any amount in
      the
      Custodial Account.

     

    Section
      3.23.  Additional
      Obligations of the Master Servicer.

     

    On
      each
      Certificate Account Deposit Date, the Master Servicer shall deliver to the
      Trustee for deposit in the Certificate Account from its own funds and without
      any right of reimbursement therefor, a total amount equal to the amount of
      Compensating Interest for the related Distribution Date.

     

    Section
      3.24.  Additional
      Obligations of the Depositor.

     

    The
      Depositor agrees that on or prior to the tenth day after the Closing Date,
      the
      Depositor shall provide the Trustee with a written notification, substantially
      in the form of Exhibit J attached hereto, relating to each Class of
      Certificates, setting forth (i) in the case of each Class of such Certificates,
      (a) if less than 10% of the aggregate Certificate Principal Balance of such
      Class of Certificates has been sold as of such date, the value calculated
      pursuant to clause (b)(iii) of Exhibit J hereto, or, (b) if 10% or more of
      such
      Class of Certificates has been sold as of such date but no single price is
      paid
      for at least 10% of the aggregate Certificate Principal Balance of such Class
      of
      Certificates, then the weighted average price at which the Certificates of
      such
      Class were sold and the aggregate percentage of Certificates of such Class
      sold,
      (c) the first single price at which at least 10% of the aggregate Certificate
      Principal Balance of such Class of Certificates was sold, or (d) if any
      Certificates of each Class of Certificates are retained by the Depositor or
      an
      affiliate corporation, or are delivered to the Sponsor, the fair market value
      of
      such Certificates as of the Closing Date, (ii) the Prepayment Assumption used
      in
      pricing the Certificates, and (iii) such other information as to matters of
      fact
      as the Trustee may reasonably request to enable it to comply with its reporting
      requirements with respect to each Class of such Certificates to the extent
      such
      information can in the good faith judgment of the Depositor be determined by
      it.

     

    Section
      3.25.  Exchange
      Act Reporting.

     

    (a)    
        (i)      
       Within 15 days after each Distribution Date, the Trustee shall, in
      accordance with industry standards, file with the Commission via the Electronic
      Data Gathering and Retrieval System (“EDGAR”), a Distribution Report on Form
      10-D, signed by the Master Servicer, with a copy of the monthly statement to
      be
      furnished by the Trustee to the Certificateholders for such Distribution Date
      and detailing all data elements specified in Item 1121(a) of Regulation AB
      as
      part of the monthly statement; provided that the Trustee shall have received
      no
      later than 2 days prior to the date such Distribution Report on Form 10-D is
      required to be filed, all information required to be provided to the Trustee
      as
      described in clause (a)(iv) below.

     

    (ii)  The
      Trustee will prepare and file Current Reports on Form 8-K in respect of the
      Trust, signed by the Master Servicer, as and when required; provided, that,
      the
      Trustee shall have received no later than one Business Day prior to the filing
      deadline for such Current Report, all information, data, and exhibits required
      to be provided or filed with such Current Report and required to be provided
      to
      the Trustee as described in clause (a)(iv) below.

     

    (iii)  Prior
      to
      January 30 in each year commencing in 2007, the Trustee shall, in accordance
      with industry standards, file a Form 15 Suspension Notice with respect to the
      Trust Fund, if applicable. Prior to (x) March 15, 2007 and (y) unless and until
      a Form 15 Suspension Notice shall have been filed, prior to March 15 of each
      year thereafter, the Master Servicer shall provide the Trustee with an Annual
      Compliance Statement, together with a copy of the Assessment of Compliance
      and
      Attestation Report to be delivered by the Master Servicer pursuant to Sections
      3.19 and 3.20 (including with respect to any subservicer or subcontractor,
      if
      required to be filed). Prior to (x) March 31, 2007 and (y) unless and until
      a
      Form 15 Suspension Notice shall have been filed, March 31 of each year
      thereafter, the Trustee shall, subject to subsection (d) below, file a Form
      10-K, in substance conforming to industry standards, with respect to the Trust
      Fund. Such Form 10-K shall include the Assessment of Compliance, Attestation
      Report, Annual Compliance Statements and other documentation provided by the
      Master Servicer pursuant to Sections 3.19 and 3.20 (including with respect
      to
      any subservicer or subcontractor, if required to be filed) and with respect
      to
      the Trustee and the Custodian, and the Form 10-K certification signed by the
      Depositor; provided that the Trustee shall have received no later than March
      15
      of each calendar year prior to the filing deadline for the Form 10-K all
      information, data and exhibits required to be provided or filed with such Form
      10-K and required to be provided to the Trustee as described in clause (a)(iv)
      below.

     

    (iv)  As
      to
      each item of information required to be included in any Form 10-D, Form 8-K
      or
      Form 10-K, the Trustee's obligation to include the information in the applicable
      report is subject to receipt from the entity that is indicated in Exhibit O
      as
      the responsible party for providing that information, if other than the Trustee,
      as and when required as described above. Each of the Master Servicer, Sponsor
      and Depositor hereby agree to notify and provide to the Trustee all information
      that is required to be included in any Form 10-D, Form 8-K or Form 10-K, with
      respect to which that entity is indicated in Exhibit O as the responsible party
      for providing that information. The Swap Provider will be obligated pursuant
      to
      the Swap Agreement to provide to the Trustee any information that may be
      required to be included in any Form 10-D, Form 8-K or Form 10-K. The Trustee
      shall be responsible for determining the significance percentage (as defined
      in
      Item 1115 of Regulation AB) of the Swap Provider at any time. The Master
      Servicer shall be responsible for determining the pool concentration applicable
      to any subservicer or originator at any time, for purposes of disclosure as
      required by Items 1117 and 1119 of Regulation AB.

     

    The
      Trustee and the Master Servicer shall reasonably cooperate with the Depositor
      in
      connection with the Trust’s satisfying the reporting requirements under the
      Exchange Act. The Trustee shall prepare on behalf of the Trust any Forms 10-D,
      8-K and 10-K customary for similar securities as required by the Exchange Act
      and the Rules and Regulations of the Commission thereunder, and the Master
      Servicer shall sign (or shall cause another entity acceptable to the Commission
      to sign) and the Trustee shall file (via the Commission’s Electronic Data
      Gathering and Retrieval System) such forms on behalf of the Depositor (or such
      other entity). The Depositor hereby grants to the Trustee a limited power of
      attorney to sign each Form 10-D, Form 8-K and Form 10-K on behalf of the
      Depositor. Such power of attorney shall continue until the earlier of (i)
      receipt by the Master Servicer from the Depositor of written termination of
      such
      power of attorney and (ii) the termination of the Trust. Notwithstanding
      anything herein to the contrary, the Master Servicer, and not the Trustee,
      shall
      be responsible for executing each Form 10-K filed on behalf of the
      Trust.

     

    (b)  In
      connection with the filing of any 10-K hereunder, the Trustee shall sign a
      certification (a “Form of Back-Up Certification for Form 10-K Certificate,”
substantially in the form attached hereto as Exhibit L-4) for the benefit of
      the
      Master Servicer and its officers, directors and Affiliates regarding certain
      aspects of the Form 10-K certification signed by the Master Servicer, provided,
      however, that the Trustee shall not undertake an analysis of any accountant’s
      report attached as an exhibit to the Form 10-K).

     

    (c)  Each
      Form
      8-K shall be filed by the Trustee within 15 days after each Distribution Date,
      with a copy of the statement to the Certificateholders for such Distribution
      Date as an exhibit thereto. Prior to March 30th of each year (or such earlier
      date as may be required or permitted by the Exchange Act and the Rules and
      Regulations of the Commission), the Trustee shall file a Form 10-K, in substance
      as required by applicable law or applicable Commission staffs interpretations.
      The Trustee shall prepare the Form 10-K and provide the Master Servicer with
      the
      Form 10-K no later than March 20th of each year. The Master Servicer shall
      execute such Form 10-K upon its receipt and shall provide the original of such
      executed Form 10-K to the Trustee no later than March 25th of each year. Such
      Form 10-K shall include as exhibits the Master Servicer’s annual statement of
      compliance described under Section 3.19 and the accountant’s report described
      under Section 3.20(a), in each case to the extent they have been timely
      delivered to the Trustee. If they are not so timely delivered, the Trustee
      shall
      file an amended Form 10-K including such documents as exhibits reasonably
      promptly after they are delivered to the Trustee. The Trustee shall have no
      liability with respect to any failure to properly prepare or file such periodic
      reports resulting from or relating to the Trustee’s inability or failure to
      obtain any information not resulting from its own negligence or willful
      misconduct. The Form 10-K shall also include a certification in the form
      attached hereto as Exhibit L-1 (the “Certification”), in compliance with Rules
      13a-14 and 15d-14 under the Exchange Act and any additional directives of the
      Commission, which shall be signed by the senior officer of the Master Servicer
      in charge of securitization.

     

    (d)  In
      addition, the Trustee shall sign a certification (in the form attached hereto
      as
      Exhibit L-2) for the benefit of the Master Servicer and its officers, directors
      and Affiliates regarding certain aspects of items 1 through 3 of the
      Certification (provided, however, that the Trustee shall not undertake an
      analysis of any accountant’s report attached as an exhibit to the Form
      10-K).

     

    (e)  In
      addition, (i) the Trustee shall indemnify and hold harmless the Master Servicer
      and the Company and their officers, directors and Affiliates from and against
      any losses, damages, penalties, fines, forfeitures, reasonable and necessary
      legal fees and related costs, judgments and other costs and expenses arising
      out
      of or based upon a breach of the Trustee’s obligations under this Section 3.25
      caused by the Trustee’s negligence, bad faith or willful misconduct in
      connection therewith, and (ii) the Master Servicer shall indemnify and hold
      harmless the Trustee, the Master Servicer, the Company and their respective
      officers, directors and Affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs, judgments and other costs and expenses arising out of or based upon
      a
      breach of the Master Servicer’s obligations under this Section 3.25 or the
      Master Servicer’s negligence, bad faith or willful misconduct in connection
      therewith. If (i) the indemnification provided for herein is unavailable or
      insufficient to hold harmless the Master Servicer, then the Trustee agrees
      that
      it shall contribute to the amount paid or payable by the Master Servicer as
      a
      result of the losses, claims, damages or liabilities of the Master Servicer
      in
      such proportion as is appropriate to reflect the relative fault of the Master
      Servicer on the one hand and the Trustee on the other in connection with a
      breach of the Trustee’s obligations under this Section 3.25 caused by the
      Trustee’s negligence, bad faith or willful misconduct in connection therewith
      and (ii) the indemnification provided for herein is unavailable or insufficient
      to hold harmless the Trustee, then the Master Servicer agrees that it shall
      contribute to the amount paid or payable by the Trustee as a result of the
      losses, claims, damages or liabilities of the Trustee in such proportion as
      is
      appropriate to reflect the relative fault of the Trustee on the one hand and
      the
      Master Servicer on the other in connection with a breach of the Master
      Servicer’s obligations under this Section 3.25 or the Master Servicer’s
      negligence, bad faith or willful misconduct in connection
      therewith.

     

    (f)  In
      the
      event the Commission permits separate or split certifications to be made with
      respect to the items currently contained in the Certification, the Trustee
      shall
      provide a certification with respect to items 1 and 2 and the Master Servicer
      shall provide a certification with respect to items 3, 4 and 5 contained within
      the Certification, in each case substantially in the form of the Certification
      attached as Exhibit L-1, or other form as indicated by the Commission for this
      purpose. In addition, the Trustee shall sign a certification (in the form
      attached hereto as Exhibit L-3) for the benefit of the Master Servicer and
      its
      officers, directors and Affiliates regarding certain aspects of item 3 of the
      Certification (provided, however, that the Trustee shall not undertake an
      analysis of any accountant’s report attached as an exhibit to the Form
      10-K).

     

    (g)  Notwithstanding
      any other provision of the Agreement, the provisions of this Section 3.25 may
      be
      amended by the Master Servicer, the Company and the Trustee without the consent
      of the Certificateholders.

     

    (h)  Prior
      to
      January 30th of the first year in which the Trustee is able to do so under
      applicable law, the Trustee shall file with the Commission a Form 15D Suspension
      Notification with respect to the Trust.

     

    Section
      3.26.  Intention
      of the Parties and Interpretation

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.19, 3.20
      and
      3.25 of this Agreement is to facilitate compliance by the Sponsor and the
      Depositor with the provisions of Regulation AB. Therefore, each of the parties
      agrees that (a) the obligations of the parties hereunder shall be interpreted
      in
      such a manner as to accomplish that purpose, (b) the parties’ obligations
      hereunder will be supplemented and modified as necessary to be consistent with
      any such amendments, interpretive advice or guidance, convention or consensus
      among active participants in the asset-backed securities markets, advice of
      counsel, or otherwise in respect of the requirements of Regulation AB, (c)
      the
      parties shall comply with requests made by the Sponsor
      or
      the
      Depositor for delivery of additional or different information as the Sponsor
      or
      the Depositor may determine in good faith is necessary to comply with the
      provisions of Regulation AB, and (d) no amendment of this Agreement shall be
      required to effect any such changes in the parties’ obligations as are necessary
      to accommodate evolving interpretations of the provisions of Regulation
      AB.

     

    Section
      3.27.  Realization
      Upon Commercial
      or Mixed-Use Loans. 

     

    (a)
      With
      respect to any Specially Serviced Mortgage Loan, the Master Servicer, or any
      Special Servicer on its behalf, shall determine, in accordance with the
      servicing standards herein, whether to grant a modification, waiver or amendment
      of the terms of such Specially Serviced Mortgage Loan (subject to the
      limitations contained in Section 3.14), commence foreclosure proceedings or
      attempt to sell such Specially Serviced Mortgage Loan with reference to which
      course of action is reasonably likely to produce a greater recovery on a net
      present value basis with respect to such Specially Serviced Mortgage
      Loan.

     

    (b)  In
      connection with any foreclosure or other acquisition, the Master Servicer shall
      pay the costs and expenses in any such proceedings as a Servicing Advance.
      If
      the Master Servicer, or any Special Servicer on its behalf, elects to proceed
      with a non-judicial foreclosure in accordance with the laws of the state where
      the related Mortgaged Property is located, the Master Servicer, or any Special
      Servicer on its behalf, shall not be required to pursue a deficiency judgment
      against the related Mortgagor or any other liable party if the laws of such
      state do not permit such a deficiency judgment after a non-judicial foreclosure
      or if the Master Servicer, or any Special Servicer on its behalf, determines,
      in
      its reasonable judgment, that, if a deficiency judgment is obtained, the likely
      recovery will not be sufficient to warrant the cost, time, expense and/or
      exposure of pursuing such a deficiency judgment.

     

    In
      the
      event that title to any Mortgaged Property is acquired in foreclosure or by
      deed
      in lieu of foreclosure, the deed or certificate of sale shall be issued to
      the
      Trustee, or to its nominee (which shall not include the Master Servicer or
      any
      Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee,
      as Trustee for the Certificateholders. Notwithstanding any such acquisition
      of
      title and cancellation of the related commercial or mixed-use loan, such
      commercial or mixed-use loan shall (except for purposes of Section 9.01 of
      this
      Pooling and Servicing Agreement) be considered to be a Mortgage Loan held in
      the
      Trust Fund until such time as the related REO Property shall be sold by the
      Trust Fund and the Stated Principal Balance of each commercial or mixed-use
      loan
      relating to an REO Property shall be reduced by any REO Proceeds allocated
      to
      principal. Consistent with the foregoing, for purposes of all calculations
      hereunder, so long as such commercial or mixed-use loan shall be considered
      to
      be an Outstanding Mortgage Loan:

     

    (i)  it
      shall
      be assumed that, notwithstanding that the indebtedness evidenced by the related
      Mortgage Note shall have been discharged, such Mortgage Note and, for purposes
      of determining the Stated Principal Balance thereof, the related amortization
      schedule in effect at the time of any such acquisition of title, remain in
      effect; and

     

    (ii)  REO
      Proceeds received in any month shall be deemed to be treated first, as a
      recovery of any related and unreimbursed Servicing Advances and, if applicable,
      unpaid Liquidation Expenses; second, as a recovery of accrued and unpaid
      interest on the related commercial or mixed-use loan related to the REO Property
      to, but not including, the Due Date in the Due Period of receipt; third, as
      a
      recovery of principal of the related commercial or mixed-use loan related to
      the
      REO Property to the extent of its entire unpaid principal balance; and fourth,
      as a recovery of any other amounts deemed to be due and owing in respect of
      the
      related commercial or mixed-use loan related to the REO Property.

     

    (c)  Notwithstanding
      any provision to the contrary contained in this Agreement, the Master Servicer,
      or any Special Servicer acting on its behalf, shall not, on behalf of the Trust
      Fund, obtain title to a Mortgaged Property as a result of or in lieu of
      foreclosure or otherwise obtain title to any direct or indirect partnership
      interest or other equity interest in any Mortgagor pledged pursuant to a pledge
      agreement and thereby be the beneficial owner of a Mortgaged Property, and
      shall
      not otherwise acquire possession of, or take any other action with respect
      to,
      any Mortgaged Property if, as a result of any such action, the Trustee, for
      the
      Trust Fund or the Certificateholders, would be considered to hold title to,
      to
      be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such
      Mortgaged Property within the meaning of the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980, as amended from time to time,
      or any comparable law, unless the Master Servicer, or any Special Servicer
      acting on its behalf, has previously determined in accordance with the servicing
      standards herein, based on an updated Phase I Environmental Assessment report
      prepared (not more than 12 months prior to the taking of such action) by a
      Qualified Environmental Consultant, that:

     

    (A)  the
      Mortgaged Property is in compliance with applicable environmental laws and
      regulations or, if not, that taking such actions as are necessary to bring
      the
      Mortgaged Property into compliance therewith is reasonably likely to produce
      a
      greater recovery on a present value basis than not taking such actions,
      and

     

    (B)  there
      are
      no circumstances present at such Mortgaged Property relating to the use,
      management or disposal of any Hazardous Materials for which investigation,
      testing, monitoring, containment, clean-up or remediation could be required
      under any applicable federal, state or local law or regulation, or that, if
      any
      such Hazardous Materials are present for which such action could be required,
      after consultation with a Qualified Environmental Consultant, taking such
      actions with respect to the Mortgaged Property is reasonably likely to produce
      a
      greater recovery on a present value basis than not taking such
      actions.

     

    In
      the
      event that the Phase I Environmental Assessment first obtained or updated by
      the
      Master Servicer, or any Special Servicer acting on its behalf, with respect
      to a
      Mortgaged Property indicates that such Mortgaged Property may not be in
      compliance with applicable environmental laws or that Hazardous Materials may
      be
      present but does not definitively establish such fact, the Master Servicer,
      or
      any Special Servicer acting on its behalf, shall cause such further
      environmental tests as the Master Servicer, or any Special Servicer acting
      on
      its behalf, shall deem prudent to protect the interests of Certificateholders
      to
      be conducted by a Qualified Environmental Consultant. Any such tests shall
      be
      deemed part of the Phase I Environmental Assessment obtained by the Master
      Servicer, or any Special Servicer acting on its behalf, for purposes of this
      Section 3.27. The Master Servicer shall pay for the cost of preparation of
      such
      Phase I Environmental Assessments as well as the cost of any remedial,
      corrective or other further action contemplated by clauses (A) and/or (B) of
      this Section 3.27(c) as a Servicing Advance, unless such Advance would be a
      Nonrecoverable Advance.

     

    (d)  The
      Master Servicer, or any Special Servicer on its behalf, shall report to the
      IRS
      and to the related Mortgagor, in the manner required by applicable law, the
      information required to be reported regarding any Mortgaged Property which
      is
      abandoned or foreclosed. The Master Servicer, or any Special Servicer acting
      on
      its behalf, shall deliver a copy of any such report to the Trustee.

     

    Section
      3.28.  Title
      and Management of REO Properties Related to Commercial
      or Mixed-Use Loans. 

     

    (a)  In
      the
      event that title to any Mortgaged Property related to a commercial or mixed-use
      loan is acquired for the benefit of Certificateholders in foreclosure or by
      deed
      in lieu of foreclosure, the deed or certificate of sale shall be taken in the
      name of the Trustee, or its nominee (which shall not include the Master Servicer
      or any Special Servicer), or a separate trustee or co-trustee, on behalf of
      the
      Trust Fund and the Certificateholders. The Master Servicer, or any Special
      Servicer on its behalf, shall maintain accurate records with respect to each
      related REO Property reflecting the status of taxes, assessments and other
      similar items that are or may become a lien on such REO Property and the status
      of insurance premiums payable with respect thereto.

     

    (b)  The
      Master Servicer, or any Special Servicer on its behalf, shall have full power
      and authority, subject only to the specific requirements and prohibitions of
      this Agreement, to do any and all things in connection with any REO Property
      as
      are consistent with the servicing standards herein, all on such terms and for
      such period as the Master Servicer, or any Special Servicer on its behalf,
      deems
      to be in the best interests of Certificateholders, and, in connection therewith,
      the Master Servicer, or any Special Servicer on its behalf, shall agree to
      the
      payment of management fees that are consistent with general market standards.
      The Master Servicer, or any Special Servicer on its behalf, shall segregate
      and
      hold all revenues received by it with respect to any REO Property separate
      and
      apart from its own funds and general assets and shall establish and maintain
      with respect to any REO Property a segregated custodial account (each, an “REO
      Account”), each of which shall be an Eligible Account and shall be entitled
“___________________, as trustee, in trust for the registered holders of Impac
      Secured Assets Corp., the Mortgage-Backed Certificates, Series 200_-_, REO
      Account.” The Master Servicer, or any Special Servicer on its behalf, shall be
      entitled to any interest or investment income earned on funds deposited in
      an
      REO Account to the extent provided in Section 3.10(a). The Master Servicer,
      or
      any Special Servicer on its behalf, shall deposit or cause to be deposited
      in
      the related REO Account within two Business Days after receipt all REO Proceeds
      received by it with respect to any REO Property, and shall withdraw therefrom
      funds necessary for the proper operation, management and maintenance of such
      REO
      Property, including:

     

    (i)  all
      insurance premiums and ground rents, if any, due and payable in respect of
      such
      REO Property;

     

    (ii)  all
      real
      estate taxes and assessments in respect of such REO Property and such other
      Mortgaged Properties that may result in the imposition of a lien thereon;
      and

     

    (iii)  all
      costs
      and expenses necessary to protect, maintain, manage, operate, repair and restore
      such REO Property.

     

    To
      the
      extent that such REO Proceeds are insufficient for the purposes set forth in
      clauses (i) through (iii) above, the Master Servicer shall make a Servicing
      Advance equal to the amount of such shortfall unless the Master Servicer
      determines, in its good faith judgment, that such Servicing Advance would be
      a
      Nonrecoverable Advance. The Master Servicer shall be entitled to reimbursement
      of such Servicing Advances (with interest) made pursuant to the preceding
      sentence, to the extent permitted pursuant to Section 3.11. The Master Servicer,
      or any Special Servicer on its behalf shall remit to the Master Servicer, from
      each REO Account for deposit in the Custodial Account on a monthly basis prior
      to the third Business Day prior to the related Payment Date the REO Proceeds
      received or collected from the related REO Property, except that in determining
      the amount of such REO Proceeds, the Master Servicer, or any Special Servicer
      on
      its behalf, may retain in such REO Account reasonable reserves for repairs,
      replacements and necessary capital improvements and other related
      expenses.

     

    Section
      3.29.  Sale
      of Specially Serviced Mortgage Loans and Related REO Properties.

     

    (a)  
      The
      Master Servicer shall appoint itself as Special Servicer or shall enter into
      (or
      have in place) a Subservicing Agreement with a Special Servicer (other than
      the
      Master Servicer) to service each Specially Serviced Mortgage Loan. With respect
      to any Specially Serviced Mortgage Loan or related REO Property which the Master
      Servicer, or any Special Servicer on its behalf, has determined to sell in
      accordance with Section 3.27 or otherwise, the Master Servicer, or any Special
      Servicer on its behalf, shall deliver to the Trustee an Officers’ Certificate to
      the effect that the Master Servicer, or any Special Servicer on its behalf,
      has
      determined to sell such Specially Serviced Mortgage Loan or REO Property in
      accordance with this Section 3.29. The Master Servicer, or any Special Servicer
      on its behalf, will give the Trustee not less than 10 Business Days’ prior
      written notice of its intention to sell any Specially Serviced Mortgage Loan
      or
      REO Property. The Repurchase Price for any Specially Serviced Mortgage Loan
      or
      REO Property purchased under this Section 3.29(a) shall be deposited into the
      Custodial Account, and the Trustee, upon receipt of an Officers’ Certificate
      from the Master Servicer to the effect that such deposit has been made, shall
      release or cause to be released the related Mortgage File, and shall execute
      and
      deliver such instruments of transfer or assignment, in each case without
      recourse, representation or warranty as shall be provided to it and are
      reasonably necessary to vest in the ownership of such commercial or mixed-use
      loan or REO Property. In connection with any such purchase, the Master Servicer,
      or any Special Servicer acting on its behalf, shall deliver the related
      servicing file to the Person effecting such purchase.

     

    (b)  If
      any
      Specially Serviced Mortgage Loan or REO Property is not purchased as described
      in the first sentence of Section 3.28(a) within 10 Business Days of the Trustee
      having received notice in respect thereof pursuant to Section 3.29(a) above,
      then either the Special Servicer or the Master Servicer, in that order, may,
      at
      its option, within 10 Business Days after the expiration of such 10 Business
      Day
      period, purchase (or designate an Affiliate thereof to purchase) such Mortgage
      Loan or REO Property out of the Trust Fund at a cash price equal to the
      Repurchase Price. The Repurchase Price for any such Mortgage Loan or REO
      Property purchased under this Section 3.29(b) shall be deposited into the
      Custodial Account, and the Trustee, upon receipt of an Officers’ Certificate
      from the Master Servicer to the effect that such deposit has been made, shall
      release or cause to be released to the Master Servicer or the Special Servicer
      (or the designated Affiliate thereof), as applicable, the related Mortgage
      File,
      and shall execute and deliver such instruments of transfer or assignments,
      in
      each case without recourse, representation or warranty as shall be provided
      to
      it and are reasonably necessary to vest in the Master Servicer or the Special
      Servicer (or the designated Affiliate thereof),as applicable, the ownership
      of
      such Mortgage Loan or REO Property. In connection with any such purchase by
      the
      Master Servicer, the Special Servicer, if any, shall deliver the related
      servicing file to the Master Servicer.

     

    (c)  The
      Master Servicer, or any Special Servicer acting on its behalf, may offer to
      sell
      to any Person (including the Depositor, the Master Servicer and any Special
      Servicer) any Specially Serviced Mortgage Loan or REO Property not otherwise
      purchased pursuant to Section 3.29(a) or 3.29(b) if and when the Master
      Servicer, or any Special Servicer acting on its behalf, determines, consistent
      with the servicing standards herein, that such a sale would be in the best
      economic interests of the Certificateholders (as a collective whole). The Master
      Servicer, or any Special Servicer acting on its behalf, shall give the Trustee
      not less than 10 Business Days prior written notice of its intention to sell
      such Specially Serviced Mortgage Loan or REO Property, in which case the Master
      Servicer, or any Special Servicer acting on its behalf, shall accept any offer
      received from any Person that is determined by the Master Servicer, or any
      Special Servicer acting on its behalf, to be a fair cash price, as determined
      in
      accordance with Section 3.29(b), for such Specially Serviced Mortgage Loan
      or
      REO Property if the offeror is a Person other than the Master Servicer, or
      any
      Special Servicer acting on its behalf, or an Affiliate thereof, or is determined
      to be such a price by an independent appraiser if the offeror is the Master
      Servicer, or any Special Servicer acting on its behalf, or an Affiliate thereof;
      provided, however, that any offer by an Interested Person in the amount of
      the
      Repurchase Price shall be deemed to be a fair cash price. Notwithstanding
      anything to the contrary herein, neither the Trustee in its individual capacity
      nor any of its Affiliates, may make an offer to purchase or purchase any
      Specially Serviced Mortgage Loan or any REO Property pursuant hereto. In
      addition, in the event that the Master Servicer, or any Special Servicer acting
      on its behalf, receives more than one fair offer with respect to any Specially
      Serviced Mortgage Loan or REO Property, the Master Servicer, or any Special
      Servicer acting on its behalf, may accept an offer that is not the highest
      fair
      cash offer if it determines, in accordance with the servicing standards herein,
      that acceptance of such offer would be in the best interests of the
      Certificateholders (for example, if the prospective buyer making the lower
      cash
      offer is more likely to perform its obligations, or the terms offered by the
      prospective buyer making the lower cash offer are more favorable). The Master
      Servicer, or any Special Servicer acting on its behalf, shall use its best
      efforts in accordance with the servicing standards herein, to sell any REO
      Property no later than the day prior to the Determination Date immediately
      prior
      to the Final Scheduled Payment Date.

     

    (d)  In
      determining whether any offer received represents a fair price for any Specially
      Serviced Mortgage Loan or any REO Property, the Master Servicer, or any Special
      Servicer acting on its behalf, shall be entitled to engage and may conclusively
      rely on the opinion of an Independent appraiser or other expert in real estate
      matters retained by the Master Servicer, or any Special Servicer acting on
      its
      behalf, the cost of which shall be advanced as a Servicing Advance, unless
      such
      Servicing Advance would be a Nonrecoverable Advance. In determining whether
      any
      offer constitutes a fair price for any Specially Serviced Mortgage Loan or
      any
      REO Property, the Master Servicer, or any Special Servicer acting on its behalf
      (or, if applicable, such appraiser) shall take into account, and any appraiser
      or other expert in real estate matters shall be instructed to take into account,
      any appraisal obtained and, as applicable, among other factors, the period
      and
      amount of any delinquency on such Specially Serviced Mortgage Loan, the physical
      (including environmental) condition of the related Mortgaged Property or such
      REO Property, the state of the local economy and the Trust Fund’s obligation to
      dispose of any REO Property within the time period specified in Section
      3.28(a).

     

    (e)  Subject
      to the provisions of Section 3.28, the Master Servicer, or any Special Servicer
      acting on its behalf, shall act on behalf of the Trust Fund in negotiating
      and
      taking any other action necessary or appropriate in connection with the sale
      of
      any Specially Serviced Mortgage Loan or REO Property, including the collection
      of all amounts payable in connection therewith. Any sale of a Specially Serviced
      Mortgage Loan or any REO Property shall be without recourse to, or
      representation or warranty by, the Trustee, the Depositor, the Master Servicer,
      any Special Servicer or the Trust Fund (except that any contract of sale and
      assignment and conveyance documents may contain customary warranties of title
      and condition, so long as the only recourse for breach thereof is to the Trust
      Fund), and, if such sale is consummated in accordance with the duties of the
      Master Servicer, any Special Servicer, the Depositor and the Trustee pursuant
      to
      the terms of the servicing agreement, no such Person who so performed shall
      have
      any liability to the Trust Fund or any Certificateholder with respect to the
      purchase price therefor accepted by the Master Servicer, or any Special Servicer
      acting on its behalf.

     

    (f)  Liquidation
      Proceeds related to any such sale shall be promptly, and in any event within
      one
      Business Day following receipt thereof, deposited in the Custodial Account
      in
      accordance with Section 3.10(a).

     

    Section
      3.30.  Transfer
      of Servicing Between Master Servicer and Special Servicer; Record
      Keeping. 

     

    (a)  Upon
      determining that any commercial or mixed-use loan has become a Specially
      Serviced Mortgage Loan, the Master Servicer shall immediately give notice
      thereof, together with a copy of the related Mortgage File, to a Special
      Servicer and shall use its best efforts to provide such Special Servicer with
      all information, documents but excluding the original documents constituting
      such Mortgage File) and records (including records stored electronically on
      computer tapes, magnetic discs and the like) relating to such commercial or
      mixed-use loan and reasonably requested by the Special Servicer to enable it
      to
      assume its duties hereunder with respect thereto without acting through a
      Subservicer. The Master Servicer shall use its best efforts to comply with
      the
      preceding sentence within five Business Days of the date such commercial or
      mixed-use loan became a Specially Serviced Mortgage Loan and in any event shall
      continue to act as Master Servicer and administrator of such commercial or
      mixed-use loan (i) if the Master Servicer does not exercise such discretion
      or
      (ii) until the Special Servicer has commenced the servicing of such commercial
      or mixed-use loan, which shall occur upon the receipt by the Special Servicer
      of
      the information, documents and records referred to in the preceding sentence.
      No
      later than 10 Business Days before the Master Servicer is required to deliver
      a
      copy of the Mortgage File to the Special Servicer, it shall review the Mortgage
      File and request from the Trustee any material documents that it is aware are
      missing from the Mortgage File to the extent that the Trustee has such
      documents. With respect to each commercial or mixed-use loan that becomes a
      Specially Serviced Mortgage Loan, the Master Servicer shall instruct the related
      Mortgagor to continue to remit all payments in respect of such Mortgage Loan
      to
      the Master Servicer. Upon determining that a commercial or mixed-use loan is
      no
      longer a Specially Serviced Mortgage Loan, the Special Servicer shall
      immediately give notice thereof to the Master Servicer and upon giving such
      notice, the Special Servicer’s obligation to service such commercial or
      mixed-use loan shall terminate and the obligations of the Master Servicer to
      service and administer such commercial or mixed-use loan as a Mortgage Loan
      that
      is not a Specially Serviced Mortgage Loan shall resume.

     

    (b)  In
      servicing any Specially Serviced Mortgage Loan, the Special Servicer shall
      provide to the Trustee originals of documents included within the definition
      of
“Mortgage File” for inclusion in the related Mortgage File (to the extent such
      documents are in the possession of the Special Servicer) and copies of any
      additional related Mortgage Loan information, including correspondence with
      the
      related Mortgagor, and the Special Servicer shall provide copies of the
      foregoing to the Master Servicer, including, without limitation, electronic
      data
      and/or files in CMSA IRP format.

     

    (c)  The
      Master Servicer shall maintain ongoing payment records with respect to each
      of
      the Specially Serviced Mortgage Loans and shall provide any Special Servicer
      with any information reasonably required by the Special Servicer to perform
      its
      duties under this Agreement. Any Special Servicer shall provide the Master
      Servicer with any information the Master Servicer reasonably requires to perform
      its duties under this Agreement.

     

    (d)  In
      the
      event that the Special Servicer is required under the terms of this Agreement
      to
      service, or perform any of its duties hereunder with respect to, a Mortgage
      Loan
      that is not a Specially Serviced Mortgage Loan, the Master Servicer shall
      provide the Special Servicer with a copy of any document contained in the
      Mortgage File that is necessary for the Special Servicer to perform any of
      its
      duties hereunder. Upon request, the Master Servicer shall provide the Special
      Servicer, at the Special Servicer’s expense, with a copy of any document
      contained in the Mortgage File that is not currently necessary for the Special
      Servicer to perform its duties hereunder.

     

    Section
      3.31.  Inspections. 

     

    (a)  Commencing
      in 2005, the Master Servicer (or, with respect to Specially Serviced Mortgage
      Loans and the related REO Properties, any Special Servicer) shall, with respect
      to each commercial or mixed-use loan, inspect or cause to be inspected the
      related Mortgaged Property (i) when the Master Servicer determines that it
      is
      prudent to conduct such an inspection, (ii) with respect to any commercial
      or
      mixed-use loan with a Stated Principal Balance of greater than $1,000,000,
      at
      least once every year and (ii) with respect to any commercial or mixed-use
      loan
      with a Stated Principal Balance of less than or equal to $1,000,000, at least
      once every two years. Promptly after a commercial or mixed-use loan becomes
      a
      Specially Serviced Mortgage Loan (and in any event within 60 days thereafter),
      the Master Servicer, or any Special Servicer on its behalf, shall inspect the
      Mortgaged Property. The annual inspections will be done at the expense of the
      servicer performing the inspection. The inspection done at the time a Mortgage
      Loan becomes a Specially Serviced Mortgage Loan will be an expense of the Trust
      Fund. The Master Servicer and any Special Servicer shall each prepare or cause
      to be prepared as soon as reasonably possible a written report of each such
      inspection and shall deliver a copy of such report (which may be in electronic
      format) to each Rating Agency within 15 days after the preparation
      thereof.

     

    Section
      3.32.  Available
      Information and Notices. 

     

    (a)  Upon
      request, the Master Servicer, or any Special Servicer on its behalf, shall
      promptly furnish to each Rating Agency and the Trustee (in written or electronic
      format) annual reports of each Mortgagor with respect to the net operating
      income and occupancy rates required to be delivered by the related Mortgagor
      and
      actually received by the Master Servicer, or any Special Servicer on its behalf,
      with respect to Specially Serviced Mortgage Loans, to the extent that delivery
      of such items is consistent with applicable law and the related Mortgage Loan
      documents. Upon request, the Master Servicer, or any Special Servicer on its
      behalf, shall promptly furnish to each Rating Agency and the Trustee (in written
      or electronic format) all rent rolls and sales reports with respect to Specially
      Serviced Mortgage Loans, to the extent they are delivered by the related
      Mortgagor to the Master Servicer, or any Special Servicer on its behalf, and
      to
      the extent that delivery of such items is consistent with applicable law and
      the
      related Mortgage Loan documents. The Master Servicer, or any Special Servicer
      on
      its behalf, shall promptly notify each Rating Agency and the Trustee if it
      obtains knowledge of any material uninsured damage to a Mortgaged Property
      that
      relates to a Specially Serviced Mortgage Loan. In addition to the other reports
      and information made available and distributed pursuant to other provisions
      of
      this Agreement, the Master Servicer and any Special Servicer shall, in
      accordance with such reasonable rules and procedures as it may adopt, also
      make
      available any information relating to the commercial or mixed-use loans and
      the
      related Mortgaged Properties or the related Mortgagors for review by the
      Depositor, the Rating Agencies and the Trustee. The Master Servicer and any
      Special Servicer acting on its behalf, as the case may be, will also make such
      information available to any Person that is a Certificateholder or potential
      Certificateholder.

     

     

    ARTICLE
      IV

     

    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    Section
      4.01.  Distributions.

     

    (a)  The
      Trustee shall establish and maintain a Certificate Account, in which the Master
      Servicer shall cause to be deposited on behalf of the Trustee on or before
      5:00
      P.M. New York time on each Certificate Account Deposit Date by wire transfer
      of
      immediately available funds an amount equal to the sum of (i) any Advance for
      the immediately succeeding Distribution Date, (ii) any amount required to be
      deposited in the Certificate Account pursuant to Sections 3.11, 3.13 or 3.23,
      (iii) all other amounts constituting the Available Distribution Amount for
      the
      immediately succeeding Distribution Date, (iv) an amount equal to the
      Certificate Insurer Premium payable on such Distribution Date and (iv) any
      amounts on deposit in the Custodial Account representing Prepayment Charges
      collected by the Master Servicer (and any Master Servicer Prepayment Charge
      Payment Amounts paid by, or collected on behalf of the Trust Fund by, the Master
      Servicer or any Sub-Servicer), other than any such Prepayment Charges or Master
      Servicer Prepayment Charge Payment Amounts relating to Principal Prepayments
      that occurred after the end of the related Prepayment Period.

     

    On
      each
      Distribution Date, prior to making any other distributions referred to in
      Section 4.01, the Trustee shall withdraw from the Certificate Account and pay
      itself any interest earned on the Certificate Account for such Distribution
      Date.

     

    On
      each
      Distribution Date, prior to making any other distributions referred to in
      Section 4.01 herein, the Trustee shall withdraw from the Certificate Account
      and
      pay to the Certificate Insurer, by wire transfer of immediately available funds
      to the Insurer Account, the Policy Premium for such Distribution Date. The
      Trustee shall deposit any amounts received from the Certificate Insurer pursuant
      to the Certificate Guaranty Insurance Policy into the Insurance Account. The
      amount necessary to pay any Insured Amount shall be distributed on the
      immediately following Distribution Date as part of the Available Distribution
      Amount. On each Distribution Date the Trustee shall distribute to each
      Certificateholder of record as of the next preceding Record Date (other than
      as
      provided in Section 9.01 respecting the final distribution) either in
      immediately available funds (by wire transfer or otherwise) to the account
      of
      such Certificateholder at a bank or other entity having appropriate facilities
      therefor, if such Certificateholder has so notified the Trustee at least 5
      Business Days prior to the related Record Date, or otherwise by check mailed
      to
      such Certificateholder at the address of such Holder appearing in the
      Certificate Register, such Certificateholder’s share (based on the aggregate of
      the Percentage Interests represented by Certificates of the applicable Class
      held by such Holder) of the amounts required to be distributed to such Holder
      pursuant to this Section 4.01.

     

    On
      each
      Distribution Date, the Trustee shall withdraw from the Certificate Account
      that
      portion of Available Distribution Amount for such Distribution Date consisting
      of the Interest Remittance Amount and the Insured Amount, if any, for such
      Distribution Date, and make the following disbursements and transfers in the
      order of priority described below, in each case to the extent of the Interest
      Remittance Amount remaining for such Class for such Distribution
      Date:

     

    (i)  to
      the
      Holders of the Class A Certificates, pro rata, the related Monthly Interest
      Distributable Amount and any Unpaid
      Interest Shortfall Amount for
      each
      such Class for such Distribution Date (with the interest portion of any Insured
      Amount used to pay the related Monthly Interest Distributable Amount solely
      on
      the Class A-1W Certificates); and

     

    (ii)  sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class B Certificates, in that order, the
      related Monthly Interest Distributable Amount for each such Class for such
      Distribution Date.

     

    (b)  Except
      as
      provided in clause (d) below, on each Distribution Date (i) prior to the
      Stepdown Date or (ii) on or after the Stepdown Date if a Trigger Event is in
      effect, the Trustee shall withdraw from the Certificate Account an amount equal
      to the Principal Distribution Amount and distribute to the Holders of the
      Offered Certificates, distributions in respect of principal to the extent of
      the
      Principal Distribution Amount remaining for such Distribution Date:

     

    (i)  pro
      rata
      (based on (x) the aggregate Certificate Principal Balance of the Class A-1,
      Class A-1M and Class A-1W Certificates in the case of clause (A) below and
      (y)
      the aggregate Certificate Principal Balance of the Class A-2A, Class A-2B,
      Class
      A-2C and Class A-2D Certificates in the case of clause (B) below):

     

    (A)  to
      the
      Holders of the Class A-1, Class A-1M and Class A-1W Certificates, pro rata,
      based on the Certificate Principal Balances thereof, until
      the
      Certificate Principal Balance of each such Class is reduced to zero (with
      any
      Insured Amount used to pay principal solely on the Class A-1W
      Certificates);
      and

     

    (B)  sequentially,
      to the Holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D
      Certificates, in that order, until the Certificate Principal Balance of each
      such Class is reduced to zero; and

     

    (ii)  from
      the
      remaining Principal Distribution Amount, sequentially to the Holders of the
      Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7,
      Class M-8 and Class B Certificates, until the Certificate Principal Balance
      of
      each such Class is reduced to zero.

     

    (c)  Except
      as
      provided in clause (d) below, on each Distribution Date (i) on and after the
      Stepdown Date and (ii) on which Trigger Event is not in effect, the Trustee
      shall withdraw from the Certificate Account an amount equal to the Principal
      Distribution Amount and distribute to the Holders of the Offered Certificates,
      distributions in respect of principal to the extent of the Principal
      Distribution Amount remaining for such Distribution Date:

     

    (i)  an
      amount
      equal to the Class A Principal Distribution Amount, pro rata (based on (x)
      the
      aggregate Certificate Principal Balance of the Class A-1, Class A-1M and Class
      A-1W Certificates in the case of clause (A) below and (y) the aggregate
      Certificate Principal Balance of the Class A-2A, Class A-2B, Class A-2C and
      Class A-2D Certificates in the case of clause (B) below):

     

    (A)  to
      the
      Holders of the Class A-1, Class A-1M and Class A-1W Certificates, pro rata,
      based on the Certificate Principal Balances thereof, until the Certificate
      Principal Balance of each such Class is reduced to zero (with any Insured Amount
      used to pay principal solely on the Class A-1W Certificates); and

     

    (B)  sequentially,
      to the Holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D
      Certificates, in that order, until the Certificate Principal Balance of each
      such Class is reduced to zero; and

     

    (ii)  sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class B Certificates, in that order, the
      Subordinated Class Principal Distribution Amount for each such Class, until
      the
      Certificate Principal Balance of each such Class is reduced to zero.

     

    (d)  Notwithstanding
      the foregoing, on any Distribution Date on which the aggregate Certificate
      Principal Balance of the Subordinate Certificates and the Overcollateralized
      Amount have been reduced to zero, the Principal Distribution Amount will be
      paid
      to the Class A Certificates on a pro rata basis, based on the Certificate
      Principal Balance thereof, until reduced to zero.

     

    (e)  On
      each
      Distribution Date the Net Monthly Excess Cashflow shall be distributed in the
      following order of priority, in each case to the extent of the Net Monthly
      Excess Cashflow remaining for such Distribution Date:

     

    (i)  to
      the
      Certificate Insurer, the aggregate of all payments, if any, made by the
      Certificate Insurer under the Certificate Guaranty Insurance Policy with respect
      to the Class A-1W Certificates, including interest thereon, to the extent not
      previously paid or reimbursed;

     

    (ii)  to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any Extra Principal
      Distribution Amount, payable to such Holders as part of the Principal
      Distribution Amount as described under Sections 4.01(b), (c) and (d) above,
      as
      applicable;

     

    (iii)  to
      the
      Holders of the Class A Certificates, pro rata, in an amount equal to any related
      Allocated Realized Loss Amount for each such Class;

     

    (iv)  sequentially,
      to the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7, Class M-8 and Class B Certificates, in that order, in each case in an
      amount equal to the sum of the Unpaid Interest Shortfall Amount and the
      Allocated Realized Loss Amount (such amount to be applied first to cover Unpaid
      Interest Shortfall Amount for such Class and second to cover Allocated Realized
      Loss Amount for such Class) for each such Class;

     

    (v)  from
      amounts otherwise payable to the Holders of the Class C Certificates, to the
      Net
      WAC Shortfall Reserve Fund, (I) in an amount equal to the related Net WAC
      Shortfall Amount for each Class of offered certificates which amount shall
      be
      distributed pursuant to Section 4.08(c) to the Holders of the Offered
      Certificates, on a pro rata basis, based on the Certificate Principal Balances
      thereof, to the extent needed to pay any remaining Net WAC Shortfall Amount
      for
      each such Class; provided that any Net Monthly Excess Cashflow remaining after
      such allocation to pay Net WAC Shortfall Amount based on the Certificate
      Principal Balances of these certificates will be distributed to each such Class
      of certificates with respect to which there remains any unpaid Net WAC Shortfall
      Amount (after the distribution based on Certificate Principal Balances), pro
      rata, based on the amount of such unpaid Net WAC Shortfall Amount, and then
      (II)
      in an amount sufficient to maintain a balance in the Net WAC Shortfall Reserve
      Fund equal to the Net WAC Shortfall Reserve Fund Deposit;

     

    (vi)  to
      the
      Swap Administrator
      for payment to the Swap Provider any Swap Termination Payments owed to the
      Swap
      Provider due to a Swap Provider Trigger Event not previously paid (to the extent
      not paid by the Swap Administrator from any upfront payment received pursuant
      to
      any replacement interest rate swap agreement that may be entered into by the
      Supplemental Interest Trust Trustee);

     

    (vii)  to
      the
      Holders of the Class C Certificates, the Monthly Interest Distributable Amount
      for such Class and the amount of any remaining Overcollateralization Release
      Amount for such Distribution Date;

     

    (viii)  if
      such
      Distribution Date follows the Prepayment Period during which occurs the last
      date on which a Prepayment Charge may be required to be paid in respect of
      any
      Mortgage Loans, to the Holders of the Class P Certificates, in reduction of
      the
      Certificate Principal Balance thereof, until the Certificate Principal Balance
      thereof is reduced to zero; and

     

    (ix)  any
      remaining amounts to the Holders of the Class R Certificates (in respect of
      the
      appropriate Residual Interest).

     

    (f)  On
      each
      Distribution Date, all amounts representing Prepayment Charges in respect of
      the
      Mortgage Loans received during the related Prepayment Period and any Master
      Servicer Prepayment Charge Amounts paid by the Master Servicer during the
      related Prepayment Period will be withdrawn from the Certificate Account and
      distributed by the Trustee to the Holders of the Class P Certificates and shall
      not be available for distribution to the Holders of any other Class of
      Certificates. The payment of the foregoing amounts to the Holders of the Class
      P
      Certificates shall not reduce the Certificate Principal Balances
      thereof.

     

    (g)  On
      or
      before each Distribution Date, Net Swap Payments payable by the Swap Provider
      pursuant to the Swap Agreement to the Swap Administrator, on behalf of the
      Supplemental Interest Trust Trustee, will be deposited by the Swap
      Administrator, acting on behalf of the Supplemental Interest Trust Trustee,
      into
      the Swap Account pursuant to the Swap Administration Agreement. The Swap
      Administrator shall, to the extent provided in the Swap Administration
      Agreement, remit amounts on deposit in the Swap Account to the Trustee for
      deposit into the Net WAC Shortfall Reserve Fund. On each Distribution Date,
      to
      the extent required, the Trustee shall withdraw such amounts from the Net WAC
      Shortfall Reserve Fund to distribute to the Certificates in the following order
      of priority:

     

    (i)  concurrently
      to the Holders of the Class A Certificates, pro rata, based on entitlement,
      an
      amount equal to any Unpaid
      Interest Shortfall Amount
      for such
      Class or Classes to the extent not covered by the Interest Remittance Amount
      on
      that Distribution Date and solely to the extent the Unpaid Interest Shortfall
      Amount is as a result of the interest portion of Realized Losses;

     

    (ii)  sequentially,
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class B Certificates, in that order, in
      an
      amount equal to any Unpaid Interest Shortfall Amount for such Class or Classes
      to the extent not covered by the Interest Remittance Amount on that Distribution
      Date and solely to the extent the Interest Carry Forward Amount is as a result
      of the interest portion of Realized Losses;

     

    (iii)  to
      the
      Holders of the Offered Certificates, an amount equal to any Extra Principal
      Distribution Amount, to the extent not covered by the Net Monthly Excess
      Cashflow on that Distribution Date and solely to the extent the payment of
      the
      Extra Principal Distribution Amount is as a result of current or prior period
      Realized Losses, to be included in the Principal Distribution Amount for that
      Distribution Date and payable to such Holders as part of the Principal
      Distribution Amount as described under Sections 4.01(b), (c) and (d) above,
      as
      applicable;

     

    (iv)  to
      the
      Net WAC Reserve Fund, to pay Net WAC Shortfall Amounts to the Holders of the
      Offered Certificates, on a pro rata basis, based on the aggregate amount of
      Net
      WAC Shortfall Amounts for such Class(es) of Offered Certificates remaining
      unpaid, to the extent not covered by the Net Monthly Excess Cashflow on that
      Distribution Date;

     

    (v)  to
      the
      Holders of the Class A Certificates, pro rata, in an amount equal to any
      Allocated Realized Loss Amount for such Class or Classes, to the extent not
      covered by the Net Monthly Excess Cashflow on that Distribution Date;
      and

     

    (vi)  sequentially
      to the Holders of the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class B Certificates, in that order, in
      an
      amount equal to any Allocated Realized Loss Amount for such Class or Classes,
      to
      the extent not covered by the Net Monthly Excess Cashflow on that Distribution
      Date.

     

    (h)  Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, as Holder thereof, and the Depository shall be responsible for
      crediting the amount of such distribution to the accounts of its Depository
      Participants in accordance with its normal procedures. Each Depository
      Participant shall be responsible for disbursing such distribution to the
      Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent. Each brokerage firm shall be responsible for disbursing funds
      to the Certificate Owners that it represents. None of the Trustee, the Depositor
      or the Master Servicer shall have any responsibility therefor except as
      otherwise provided by this Agreement or applicable law.

     

    (i)  The
      Trustee shall invest or cause the institution maintaining the Certificate
      Account to invest the funds in the Certificate Account in Permitted Investments
      designated in the name of the Trustee for the benefit of the Certificateholders
      and the Certificate Insurer, which shall mature no later than the Distribution
      Date next following the date of such investment and shall not be sold or
      disposed of prior to maturity. All income and gain realized from any such
      investment shall be for the benefit of the Trustee and shall be subject to
      its
      withdrawal or order from time to time. The amount of any losses incurred in
      respect of any such investments shall be deposited in the Certificate Account
      by
      the Trustee out of its own funds immediately as realized without any right
      of
      reimbursement.

     

    (j)  Except
      as
      otherwise provided in Section 9.01, if the Master Servicer anticipates that
      a
      final distribution with respect to any Class of Certificates will be made on
      the
      next Distribution Date, the Master Servicer shall, no later than the
      Determination Date in the month of such final distribution, notify the Trustee
      and the Trustee shall, no later than two (2) Business Days after such
      Determination Date, mail on such date to each Holder of such Class of
      Certificates a notice to the effect that: (i) the Trustee anticipates that
      the
      final distribution with respect to such Class of Certificates will be made
      on
      such Distribution Date but only upon presentation and surrender of such
      Certificates at the office of the Trustee or as otherwise specified therein,
      and
      (ii) no interest shall accrue on such Certificates from and after the end of
      the
      prior calendar month.

     

    Any
      funds
      not distributed to any Holder or Holders of Certificates of such Class on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust and
      credited to the account of the appropriate non-tendering Holder or Holders.
      If
      any Certificates as to which notice has been given pursuant to this Section
      4.01(i) shall not have been surrendered for cancellation within six months
      after
      the time specified in such notice, the Trustee shall mail a second notice to
      the
      remaining non-tendering Certificateholders to surrender their Certificates
      for
      cancellation in order to receive the final distribution with respect thereto.
      If
      within six months after the second notice all such Certificates shall not have
      been surrendered for cancellation, the Trustee shall take reasonable steps
      as
      directed by the Depositor, or appoint an agent to take reasonable steps, to
      contact the remaining non-tendering Certificateholders concerning surrender
      of
      their Certificates. The costs and expenses of maintaining the funds in trust
      and
      of contacting such Certificateholders shall be paid out of the assets remaining
      in the Trust Fund. If within nine months after the second notice any such
      Certificates shall not have been surrendered for cancellation, the Class R
      Certificateholders shall be entitled to all unclaimed funds and other assets
      which remain subject hereto. No interest shall accrue or be payable to any
      Certificateholder on any amount held in trust as a result of such
      Certificateholder’s failure to surrender its Certificate(s) for final payment
      thereof in accordance with this Section 4.01(i).

     

    Section
      4.02.  Statements
      to Certificateholders.

     

    (a)  On
      each
      Distribution Date, based, as applicable, on information provided to it by the
      Master Servicer, the Trustee shall prepare and make available on the Trustee’s
      website, which shall initially be located at “www.ctslink.com” (assistance in
      using the website can be obtained by calling the Trustee’s customer service desk
      at (301) 815-6600), to each Holder of the Regular Certificates, the Certificate
      Insurer, the Swap Provider, the Master Servicer and the Rating Agencies, a
      statement as to the distributions made on such Distribution Date setting
      forth:

     

    (i)  the
      applicable record dates, accrual periods, determination dates for calculating
      distributions and general distributions dates;

     

    (ii)  the
      total
      cash flows received and the general sources thereof;

     

    (iii)  the
      amount of any Net Swap Payment payable to the Derivative Administrator, any
      Net
      Swap Payment payable to he Swap Provider, any Swap Termination Payment payable
      to the Derivative Administrator and any Swap Termination Payment payable to
      the
      Swap Provider

     

    (iv)  
      (A) the
      amount of the distribution made on such Distribution Date to the Holders of
      each
      Class of Regular Certificates, separately identified, allocable to principal
      and
      (B) the amount of the distribution made on such Distribution Date to the Holders
      of the Class P Certificates allocable to Prepayment Charges and Master Servicer
      Prepayment Charge Payment Amounts;

     

    (v)  the
      amount of the distribution made on such Distribution Date to the Holders of
      each
      Class of Regular Certificates (other than the Class P Certificates) allocable
      to
      interest, separately identified;

     

    (vi)  the
      Pass-Through Rate on each Class of Regular Certificates (other than the Class
      P
      Certificates) for such Distribution Date;

     

    (vii)  the
      aggregate amount of Advances for such Distribution Date (including the general
      purpose of such Advances), the aggregate amount of unreimbursed Advances at
      the
      close of business on the Distribution Date, and the general source of funds
      for
      reimbursements;

     

    (viii)  the
      number and Aggregate Stated Principal Balance of the Mortgage Loans as of the
      end of the related Due Period;

     

    (ix)  the
      Overcollateralization Release Amount and the Overcollateralization Deficiency
      Amount for such Distribution Date;

     

    (x)  the
      aggregate Certificate Principal Balance of each Class of Regular Certificates
      after giving effect to the amounts distributed on such Distribution Date (in
      the
      case of each Class of the Offered Certificates, separately identifying any
      reduction thereof due to the allocation of Realized Losses
      thereto);

     

    (xi)  the
      number and Stated Principal Balance of Mortgage Loans in respect of which (a)
      one Scheduled Payment is delinquent, (b) two Scheduled Payments are delinquent,
      (c) three or more Scheduled Payments are and (d) foreclosure proceedings have
      been commenced, in each case as of the end of the calendar month prior to such
      Distribution Date;

     

    (xii)  the
      number, aggregate principal balance and book value of any REO Properties as
      of
      the close of business on the last day of the calendar month preceding the month
      in which such Distribution Date occurs;

     

    (xiii)  the
      weighted average remaining term to maturity, weighted average Mortgage Rate
      and
      weighted average Net Mortgage Rate of the Mortgage Loans as of the close of
      business on the first day of the calendar month in which such Distribution
      Date
      occurs;

     

    (xiv)  the
      aggregate amount of Principal Prepayments made during the related Prepayment
      Period;

     

    (xv)  the
      aggregate amount of Realized Losses incurred during the related Prepayment
      Period and the cumulative amount of Realized Losses;

     

    (xvi)  if
      applicable, material modifications, extensions or waivers to Mortgage Loan
      terms, fees, penalties or payments during the preceding calendar month or that
      have become material over time;

     

    (xvii)  the
      aggregate amount of extraordinary Trust Fund expenses withdrawn from the
      Custodial Account or the Certificate Account for such Distribution
      Date;

     

    (xviii)  the
      aggregate amount of any Prepayment Interest Shortfalls for such Distribution
      Date, to the extent not covered by payments by the Master Servicer or a
      Sub-Servicer pursuant to Section 3.23, and the aggregate amount of Relief Act
      Interest Shortfalls for such Distribution Date;

     

    (xix)  the
      Monthly Interest Distributable Amount in respect of each Class of the Offered
      Certificates for such Distribution Date and the Unpaid Interest Shortfall
      Amount, if any, with respect to each Class of Offered Certificates for such
      Distribution Date;

     

    (xx)  
      (A) the
      Overcollateralization Target Amount, (B) the Overcollateralized Amount and
      (C)
      the amount, if any, by which the Overcollateralization Target Amount exceeds
      the
      Overcollateralized Amount, in each case after giving effect to the distribution
      made on the Regular Certificates on such Distribution Date;

     

    (xxi)  the
      aggregate amount of servicing compensation received by the Master Servicer
      with
      respect to the related Due Period and such other customary information as the
      Trustee deems necessary or desirable, or which a Certificateholder reasonably
      requests, to enable Certificateholders to prepare their tax
      returns;

     

    (xxii)  the
      aggregate of any deposits to and withdrawals from the Net WAC Shortfall Reserve
      Fund for such Distribution Date and the remaining amount on deposit in the
      Net
      WAC Shortfall Reserve Fund after such deposits and withdrawals;

     

    (xxiii)  the
      Available Distribution Amount for such Distribution Date; 

     

    (xxiv)  the
      Insured Amount, if any, paid by the Certificate Insurer under the Certificate
      Guaranty Insurance Policy for such Distribution Date and the aggregate Insured
      Amounts for all prior Distribution Dates paid by the Certificate Insurer under
      the Certificate Guaranty Insurance Policy and not yet reimbursed;

     

    (xxv)  updated
      pool composition data including the following with respect to each Loan Group:
      average loan balance, weighted average mortgage rate, weighted average
      loan-to-value ratio at origination, weighted average FICO at originationweighted
      average remaining term; and [NOTE - Item 1121(a)(8) requires updated pool
      composition information, the foregoing is a suggestion of what to
      provide]

     

    (xxvi)  information
      about any additions of, substitutions for or removal of any Mortgage Loans
      from
      the Trust Fund, and any changes in the underwriting, acquisition or selection
      criteria as to any Mortgage Loans added to the Trust Fund.

     

    In
      the
      case of information furnished pursuant to subclauses (i) and (ii) above, the
      amounts shall also be expressed as a dollar amount per Single
      Certificate.

     

    On
      each
      Distribution Date the Trustee shall provide Bloomberg Financial Markets, L.P.
      (“Bloomberg”) CUSIP level factors for each Class of Certificates as of such
      Distribution Date, using a format and media mutually acceptable to the Trustee
      and Bloomberg.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Trustee
      shall
      prepare and forward, to each Person who at any time during the calendar year
      was
      a Holder of a Certificate, a statement containing the information set forth
      in
      subclauses (i) and (ii) above, aggregated for such calendar year or applicable
      portion thereof during which such person was a Certificateholder. Such
      obligation of the Trustee shall be deemed to have been satisfied to the extent
      that substantially comparable information shall be provided by the Trustee
      pursuant to any requirements of the Code and regulations thereunder as from
      time
      to time are in force.

     

    On
      each
      Distribution Date the Trustee shall prepare and make available on the Trustee’s
      website, which shall initially be located at “www.ctslink.com” (assistance in
      using the website can be obtained by calling the Trustee’s customer service desk
      at (301) 815-6600), to each Holder of a Class R Certificate a copy of the
      reports forwarded to the other Certificateholders on such Distribution
      Date.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Trustee
      shall
      prepare and forward, to each Person who at any time during the calendar year
      was
      a Holder of a Class R Certificate a statement containing the information
      provided pursuant to the previous paragraph aggregated for such calendar year
      or
      applicable portion thereof during which such Person was a Certificateholder.
      Such obligation of the Trustee shall be deemed to have been satisfied to the
      extent that substantially comparable information shall be provided by the
      Trustee pursuant to any requirements of the Code as from time to time are in
      force.

     

    The
      location of the Trustee’s website and the procedures used therein are subject to
      change from time to time at the Trustee’s discretion. The Trustee shall have the
      right to change the way monthly distribution statements are distributed in
      order
      to make such distribution more convenient and/or more accessible to the above
      parties. The Trustee shall be entitled to rely on but shall not be responsible
      for the content or accuracy of any information provided by third parties for
      purposes of preparing the monthly statement, and may affix thereto any
      disclaimer it deems appropriate in its reasonable discretion (without suggesting
      liability on the part of any other party hereto). As a condition to access
      the
      Trustee’s website, the Trustee may require registration and the acceptance of a
      disclaimer. Notwithstanding anything to the contrary set forth in this
      Agreement, the parties hereto acknowledge that in connection with the Trustee’s
      preparation of the foregoing reports, the Trustee will rely solely upon the
      information provided to it in the Remittance Reports.

     

    Section
      4.03.  Remittance
      Reports; Advances by the Master Servicer.

     

    (a)  On
      the
      Business Day following each Determination Date, the Master Servicer shall
      deliver to the Trustee a report, prepared as of the close of business on the
      Determination Date (the “Remittance Report”), in the form of an electromagnetic
      tape or disk. The Remittance Report and any written information supplemental
      thereto shall include such information with respect to the Mortgage Loans that
      is required by the Trustee for purposes of making the calculations and preparing
      the statement described in Sections 4.01 and 4.02, as set forth in written
      specifications or guidelines issued by the Trustee from time to time. The
      Trustee shall have no obligation to recompute, recalculate or verify any
      information provided to it by the Master Servicer.

     

    (b)  The
      Master Servicer shall determine the aggregate amount of Advances required to
      be
      made for the related Distribution Date, which shall be in an aggregate amount
      equal to the sum of (1) the aggregate amount of Monthly Payments (with each
      interest portion thereof adjusted to the Mortgage Rate less the sum of the
      Master Servicing Fee Rate, the Sub-Servicing Fee Rate and any applicable PMI
      Insurer Fee Rate, other than Balloon Payments, less the amount of any reductions
      in the amount of interest collectable from the Mortgagor pursuant to the Relief
      Act, on the Outstanding Mortgage Loans as of the related Due Date, which Monthly
      Payments were delinquent as of the close of business as of the related
      Determination Date) plus (2) with respect to each Balloon Loan delinquent in
      respect of its Balloon Payment as of the close of business on the related
      Determination Date, an amount equal to the assumed Monthly Payment (net of
      the
      related Master Servicing Fees and Sub-Servicing Fees) that would have been
      due
      on the related Due Date based on the original principal amortization scheduled
      for such Balloon Loan until such Balloon Loan is finally liquidated; provided
      that no Advance shall be made if it would be a Nonrecoverable Advance. On or
      before 4:00 P.M. New York time on each Certificate Account Deposit Date, the
      Master Servicer shall either (i) deposit in the Certificate Account from its
      own
      funds, or funds received therefor from the Sub-Servicers, an amount equal to
      the
      Advances to be made by the Master Servicer or any Sub-Servicers in respect
      of
      the related Distribution Date, (ii) withdraw from amounts on deposit in the
      Custodial Account and deposit in the Certificate Account all or a portion of
      the
      amounts held for future distribution in discharge of any such Advance, or (iii)
      make advances in the form of any combination of (i) and (ii) aggregating the
      amount of such Advance. Any portion of the amounts held for future distribution
      so used shall be replaced by the Master Servicer by deposit in the Certificate
      Account on or before 1:00 P.M. New York time on any future Certificate Account
      Deposit Date to the extent that funds attributable to the Mortgage Loans that
      are available in the Custodial Account for deposit in the Certificate Account
      on
      such Certificate Account Deposit Date shall be less than payments to
      Certificateholders required to be made on the following Distribution Date.
      The
      amount of any reimbursement pursuant to Section 3.11 in respect of outstanding
      Advances on any Distribution Date shall be allocated to specific Monthly
      Payments due but delinquent for previous Due Periods, which allocation shall
      be
      made, to the extent practicable, to Monthly Payments which have been delinquent
      for the longest period of time. Such allocations shall be conclusive for
      purposes of reimbursement to the Master Servicer from recoveries on related
      Mortgage Loans pursuant to Section 3.11. The determination by the Master
      Servicer that it has made a Nonrecoverable Advance or that any proposed Advance,
      if made, would constitute a Nonrecoverable Advance, shall be evidenced by a
      certificate of a Servicing Officer delivered to the Sponsor, the Certificate
      Insurer and the Trustee with the Remittance Report. The Trustee shall deposit
      all funds it receives pursuant to this Section 4.03 into the Certificate
      Account.

     

    (c)  In
      the
      event that the Master Servicer determines as of any Certificate Account Deposit
      Date that it will be unable to deposit in the Certificate Account an amount
      equal to the Advance required to be made for the immediately succeeding
      Distribution Date in the amount determined by the Master Servicer pursuant
      to
      paragraph (b) above, it shall give notice to the Trustee of its inability to
      Advance (such notice may be given by telecopy), not later than 4:00 P.M., New
      York time, on such date, specifying the portion of such amount that it will
      be
      unable to deposit. Not later than 4:00 P.M., New York time, on the earlier
      of
      (x) two Business Days following such Certificate Account Deposit Date or (y)
      the
      Business Day preceding the related Distribution Date, unless by such time the
      Master Servicer shall have directly or indirectly deposited in the Certificate
      Account the entire amount of the Advances required to be made for the related
      Distribution Date, pursuant to Section 7.01, the Trustee shall (a) terminate
      all
      of the rights and obligations of the Master Servicer under this Agreement in
      accordance with Section 7.01 and (b) assume the rights and obligations of the
      Master Servicer hereunder, including the obligation to deposit in the
      Certificate Account an amount equal to the Advance for the immediately
      succeeding Distribution Date.

     

    Section
      4.04.  Distributions
      on the REMIC Regular Interests.

     

    (a)  On
      each
      Distribution Date, the Trustee shall cause the Available Distribution Amount,
      in
      the following order of priority, to be distributed by REMIC 1 to REMIC 2 on
      account of the REMIC 1 Regular Interests or withdrawn from the Certificate
      Account and distributed to the Holders of the Class R Certificates (in respect
      of the Class R-1 Interest), as the case may be:

     

    (i)  to
      Holders of REMIC 1 Regular Interest I-1-A through I-59-B, REMIC 1 Regular
      Interest P and REMIC 1 Regular Interest A-I, pro rata, in an amount equal to
      (A)
      Uncertificated Accrued Interest for such REMIC 1 Regular Interests for such
      Distribution Date, plus (B) any amounts payable in respect thereof remaining
      unpaid from previous Distribution Dates; and

     

    (ii)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      above, payments of principal shall be allocated as follows: first, to REMIC
      1
      Regular Interests I-1-A through I-59-B starting with the lowest numerical
      denomination until the Uncertificated Principal Balance of each such REMIC
      1
      Regular Interest is reduced to zero, provided that, for REMIC 1 Regular
      Interests with the same numerical denomination, such payments of principal
      shall
      be allocated pro rata between such REMIC 1 Regular Interests, and second to
      the
      extent of any Overcollateralization Release to REMIC 1 Regular Interest A-I
      until the Uncertificated Principal Balance of such REMIC 1 Regular Interest
      is
      reduced to zero.

     

    (iii)  to
      the
      Holders of REMIC 1 Regular Interest P, (A) on each Distribution Date, 100%
      of
      the amount paid in respect of Prepayment Charges and (B) on the Distribution
      Date immediately following the expiration of the latest Prepayment Charge as
      identified on the Prepayment Charge Schedule or any Distribution Date thereafter
      until $100 has been distributed pursuant to this clause;

     

    (b)  On
      each
      Distribution Date, the Trustee shall cause the Available Distribution Amount,
      in
      the following order of priority, to be distributed by REMIC 2 to REMIC 3 on
      account of the REMIC 2 Regular Interests or withdrawn from the Certificate
      Account and distributed to the Holders of the Class R Certificates (in respect
      of the Class R-2 Interest), as the case may be:

     

    (i)  first,
      to
      the Holders of REMIC 2 Regular Interest IO, in an amount equal to (A)
      Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates and second, to the Holders of REMIC 2 Regular
      Interest AA, REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC
      2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest
      A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2
      Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest
      M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular
      Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC
      2 Regular Interest B, REMIC 2 Regular Interest ZZ, and REMIC 2 Regular Interest
      P, pro rata, in an amount equal to 

     

    (A)  the
      related Uncertificated Accrued Interest for such Distribution Date, plus


     

    (B)  any
      amounts in respect thereof remaining unpaid from the previous Distribution
      Dates. 

     

    Amounts
      payable as Uncertificated Accrued Interest in respect of REMIC 2 Regular
      Interest ZZ shall be reduced when the REMIC 2 Overcollateralized Amount is
      less
      than the REMIC 2 Overcollateralization Target Amount, by the lesser of (x)
      the
      amount of such difference and (y) the Maximum Uncertificated Accrued Interest
      Deferral Amount, and such amount will be payable to the Holders of REMIC 2
      Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest
      A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2
      Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest
      M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular
      Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC
      2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest
      B
      in the same proportion as the Overcollateralization Deficiency Amount is
      allocated to the Corresponding Certificates and the Uncertificated Principal
      Balance of REMIC 2 Regular Interest ZZ shall be increased by such
      amount;

     

    (ii)  to
      the
      Holders of REMIC 2 Regular Interest P, (A) on each Distribution Date, 100%
      of
      the amount paid in respect of Prepayment Charges on the Corresponding
      Certificate and (B) on the Distribution Date immediately following the
      expiration of the latest Prepayment Charge as identified on the Prepayment
      Charge Schedule or any Distribution Date thereafter until $100 has been
      distributed pursuant to this clause;

     

    (iii)  to
      the
      Holders of the REMIC 2 Regular Interests, in an amount equal to the remainder
      of
      the Available Funds for such Distribution Date after the distributions made
      pursuant to clauses (i) and (ii) above, allocated as follows:

     

    (A)  98%
      of
      such remainder to the Holders of REMIC 2 Regular Interest AA, until the
      Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced
      to
      zero;

     

    (B)  2.00%
      of
      such remainder, first, to the Holders of REMIC 2 Regular Interest A-1, REMIC
      2
      Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest
      A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2
      Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest
      M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular
      Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC
      2 Regular Interest M-8, REMIC 2 Regular Interest B, 1% in the same proportion
      as
      principal payments are allocated to the Corresponding Certificates, until the
      Uncertificated Principal Balances of such REMIC 2 Regular Interests are reduced
      to zero, and second, to the Holders of REMIC 2 Regular Interest ZZ, until the
      Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced
      to
      zero; 

     

    provided,
      however, that 98% and 2% of any principal payments that are attributable to
      an
      Overcollateralization Release Amount shall be allocated to Holders of REMIC
      2
      Regular Interest AA and REMIC 2 Regular Interest ZZ, respectively;
      and

     

    (C)  any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-2 Interest);

     

    Section
      4.05.  Allocation
      of Realized Losses.

     

    (a)  All
      Realized Losses on the Mortgage Loans shall be allocated by the Trustee on
      each
      Distribution Date as follows: first, to Net Monthly Excess Cashflow, through
      a
      distribution of the Extra Principal Distribution Amount for that Distribution
      Date; second, to the Overcollateralized Amount by a reduction of the Certificate
      Principal Balance of the Class C Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; third, to the Class B Certificates,
      in
      reduction of the Certificate Principal Balance thereof, until reduced to zero,
      fourth, to the Class M-8 Certificates, in reduction of the Certificate Principal
      Balance thereof, until reduced to zero, fifth, to the Class M-7 Certificates,
      in
      reduction of the Certificate Principal Balance thereof, until reduced to zero,
      sixth, to the Class M-6 Certificates, in reduction of the Certificate Principal
      Balance thereof, until reduced to zero, seventh, to the Class M-5 Certificates,
      in reduction of the Certificate Principal Balance thereof, until reduced to
      zero, eighth, to the Class M-4 Certificates, in reduction of the Certificate
      Principal Balance thereof, until reduced to zero, ninth, to the Class M-3
      Certificates, in reduction of the Certificate Principal Balance thereof, until
      reduced to zero, tenth, to the Class M-2 Certificates, in reduction of the
      Certificate Principal Balance thereof, until reduced to zero, eleventh, to
      the
      Class M-1 Certificates, in reduction of the Certificate Principal Balance
      thereof, until reduced to zero, and twelfth, to the Class A Certificates, on
      a
      pro rata basis, in reduction of the Certificate Principal Balance of each such
      Class, until reduced to zero, provided, however, that (i) any Realized Losses
      on
      the Mortgage Loans that would otherwise be allocated to the Class A-1
      Certificates will instead be allocated to the Class A-1M Certificates, until
      its
      certificate principal balance has been reduced to zero and (ii) any Realized
      Losses allocable to the Class A-1W Certificates will be covered by the
      Certificate Guaranty Insurance Policy. All Realized Losses to be allocated
      to
      the Certificate Principal Balances of all Classes on any Distribution Date
      shall
      be so allocated after the actual distributions to be made on such date as
      provided above. All references above to the Certificate Principal Balance of
      any
      Class of Certificates shall be to the Certificate Principal Balance of such
      Class immediately prior to the relevant Distribution Date, before reduction
      thereof by any Realized Losses, in each case to be allocated to such Class
      of
      Certificates, on such Distribution Date.

     

    Any
      allocation of Realized Losses to an Offered Certificate on any Distribution
      Date
      shall be made by reducing the Certificate Principal Balance thereof by the
      amount so allocated. Any allocation of Realized Losses to a Class C Certificate
      shall be made by first, reducing the amount otherwise payable in respect thereof
      pursuant to Section 4.01(e)(vii), and second, by reducing the Certificate
      Principal Balance thereof by the amount so allocated. No allocations of any
      Realized Losses shall be made to the Certificate Principal Balances of the
      Class
      P Certificates.

     

    (b)  All
      Realized Losses on the Mortgage Loans shall be allocated on each Distribution
      Date to REMIC 1 Regular Interest A-I until the Uncertificated Principal Balance
      of such REMIC 1 Regular Interest has been reduced to zero and second, to REMIC
      1
      Regular Interest I-1-A through REMIC 1 Regular Interest I-59-B, starting with
      the lowest numerical denomination until such REMIC 1 Regular Interest has been
      reduced to zero, provided that, for REMIC 1 Regular Interests with the same
      numerical denomination, such Realized Losses shall be allocated pro
      rata
      between
      such REMIC 1 Regular Interests. 

     

    (c)  All
      Realized Losses on the REMIC 1 Regular Interests shall be allocated to the
      following REMIC 2 Regular Interests in the specified percentages, as follows:
      first to Uncertificated Accrued Interest payable to the REMIC 2 Regular Interest
      AA and REMIC 2 Regular Interest ZZ up to an aggregate amount equal to the REMIC
      2 Interest Loss Allocation Amount, 98% and 2% respectively; second, to the
      Uncertificated Principal Balances of REMIC 2 Regular Interest AA and REMIC
      2
      Regular Interest ZZ up to an aggregate amount equal to the REMIC 2 Principal
      Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
      Principal Balances of REMIC 2 Regular Interest AA, REMIC 2 Regular Interest
      B
      and REMIC 2 Regular Interest ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC 2 Regular Interest B has been reduced
      to zero; fourth, to the Uncertificated Principal Balances of REMIC 2 Regular
      Interest AA, REMIC 2 Regular Interest M-8 and REMIC 2 Regular Interest MT-ZZ,
      98%, 1% and 1%, respectively, until the Uncertificated Principal Balance of
      REMIC 2 Regular Interest M-8 has been reduced to zero; fifth, to the
      Uncertificated Principal Balances of REMIC 2 Regular Interest AA, REMIC 2
      Regular Interest M-7 and REMIC 2 Regular Interest ZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest M-7 has been reduced to zero; sixth, to the Uncertificated Principal
      Balances of REMIC 2 Regular Interest AA, REMIC 2 Regular Interest M-6 and REMIC
      2 Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
      Principal Balance of REMIC 2 Regular Interest M-6 has been reduced to zero;
      seventh, to the Uncertificated Principal Balances of REMIC 2 Regular Interest
      AA, REMIC 2 Regular Interest M-5 and REMIC 2 Regular Interest ZZ, 98%, 1% and
      1%, respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest M-5 has been reduced to zero; eighth, to the Uncertificated Principal
      Balances of REMIC 2 Regular Interest AA, REMIC 2 Regular Interest M-4 and REMIC
      2 Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
      Principal Balance of REMIC 2 Regular Interest M-4 has been reduced to zero;
      ninth, to the Uncertificated Principal Balances of REMIC 2 Regular Interest
      AA,
      REMIC 2 Regular Interest M-3 and REMIC 2 Regular Interest ZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest M-3 has been reduced to zero; tenth, to the Uncertificated Principal
      Balances of REMIC 2 Regular Interest AA, REMIC 2 Regular Interest M-2 and REMIC
      2 Regular Interest ZZ, 98%, 1% and 1%, respectively, until the Uncertificated
      Principal Balance of REMIC 2 Regular Interest M-2 has been reduced to zero;
      and
      eleventh, to the Uncertificated Principal Balances of REMIC 2 Regular Interest
      AA, REMIC 2 Regular Interest M-1 and REMIC 2 Regular Interest ZZ, 98%, 1% and
      1%, respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest M-1 has been reduced to zero.

     

    Section
      4.06.  Information
      Reports to Be Filed by the Master Servicer.

     

    The
      Master Servicer or the Sub-Servicers shall file information reports with respect
      to the receipt of mortgage interest received in a trade or business,
      foreclosures and abandonments of any Mortgaged Property and the information
      returns relating to cancellation of indebtedness income with respect to any
      Mortgaged Property required by Sections 6050H, 6050J and 6050P of the Code,
      respectively, and deliver to the Trustee an Officers’ Certificate stating that
      such reports have been filed. Such reports shall be in form and substance
      sufficient to meet the reporting requirements imposed by such Sections 6050H,
      6050J and 6050P of the Code.

     

    Section
      4.07.  Compliance
      with Withholding Requirements.

     

    Notwithstanding
      any other provision of this Agreement, the Trustee shall comply with all federal
      withholding requirements respecting payments to Certificateholders of interest
      or original issue discount on the Mortgage Loans, that the Trustee reasonably
      believes are applicable under the Code. The consent of Certificateholders shall
      not be required for such withholding. In the event the Trustee withholds any
      amount from interest or original issue discount payments or advances thereof
      to
      any Certificateholder pursuant to federal withholding requirements, the Trustee
      shall, together with its monthly report to such Certificateholders pursuant
      to
      Section 4.02 hereof, indicate such amount withheld.

     

    Section
      4.08.  Net
      WAC Shortfall Reserve Fund.

     

    (a)  On
      the
      Closing Date, the Trustee shall establish and maintain in its name, in trust
      for
      the benefit of Offered Certificates, the Net WAC Shortfall Reserve Fund. In
      addition, on the Closing Date, the Depositor shall deposit into the Net WAC
      Shortfall Reserve Fund an amount equal to the Net WAC Shortfall Reserve Fund
      Deposit. 

     

    (b)  On
      each
      Distribution Date, to the extent required, the Trustee shall make withdrawals
      from the Net WAC Shortfall Reserve Fund to the extent of any Net Swap Payment
      received form the Swap Administrator and distribute such amounts in accordance
      with the manner and priority as set forth in Section 4.01(g)
      hereof.

     

    (c)  On
      each
      Distribution Date, the Trustee shall transfer from the Certificate Account
      to
      the Net WAC Shortfall Reserve Fund the amounts specified pursuant to Sections
      4.01(e)(v). On each Distribution Date, to the extent required, the Trustee
      shall
      make withdrawals from the Net WAC Shortfall Reserve Fund and use the amounts
      in
      the Net WAC Shortfall Reserve Fund, other than amounts received from the Swap
      Administrator, to make distributions to the Offered Certificates, in an amount
      equal to the amount of any Net WAC Shortfall Amount on such Certificates. Any
      such amounts shall be distributed to the Certificates in the order of priority
      set forth in Section 4.01(e)(v) hereof. Any such amounts transferred shall
      be
      treated for federal tax purposes as amounts distributed by REMIC 2 to the
      Holders of the Class C Certificates.

     

    (d)  The
      Net
      WAC Shortfall Reserve Fund shall be an Eligible Account. Amounts held in the
      Net
      WAC Shortfall Reserve Fund from time to time shall continue to constitute assets
      of the Trust Fund, but not of the REMICs, until released from the Net WAC
      Shortfall Reserve Fund pursuant to this Section 4.08. The Net WAC Shortfall
      Reserve Fund constitutes an “outside reserve fund” within the meaning of
      Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC. The Holders
      of the Class C Certificates shall be the owner of the Net WAC Shortfall Reserve
      Fund. The Trustee shall keep records that accurately reflect the funds on
      deposit in the Net WAC Shortfall Reserve Fund. The Trustee shall, at the written
      direction of the Majority Class C Certificateholder, invest amounts on deposit
      in the Net WAC Shortfall Reserve Fund in Permitted Investments. In the absence
      of written direction to the Trustee from the Majority Class C Certificateholder,
      all funds in the Net WAC Shortfall Reserve Fund shall remain uninvested. On
      each
      Distribution Date, the Trustee shall distribute, not in respect of any REMIC,
      any interest earned on the Net WAC Shortfall Reserve Fund to the Holders of
      the
      Class C Certificates.

     

    Section
      4.09.  Supplemental
      Interest Trust.

     

    (a)  As
      of the
      Closing Date, the Trustee shall establish and maintain in the name of the
      Supplemental Interest Trust Trustee, the Supplemental Interest Trust, a separate
      trust for the benefit of the Holders of the Offered Certificates and the Swap
      Provider. The Supplemental Interest Trust shall hold the Swap Agreement, the
      Swap Administration Agreement and the Swap Account. The Swap Account shall
      be an
      Eligible Account, and funds on deposit therein shall be held separate and apart
      from, and shall not be commingled with, any other moneys, including, without
      limitation, other moneys of the Trustee held pursuant to this Agreement. In
      performing its duties hereunder and under the Swap Agreement and Swap
      Administration Agreement, the Supplemental Interest Trust Trustee shall be
      entitled to the same rights, protections and indemnities as provided to the
      Trustee hereunder.

     

    (b)  Amounts
      payable by the Trust Fund to the Swap Administrator in respect of Net Swap
      Payments and Swap Termination Payments other than Swap Termination Payments
      resulting from a Swap Provider Trigger Event (and to the extent not paid by
      the
      Swap Administrator from any upfront payment received pursuant to any replacement
      interest rate swap agreement that may be entered into by the Supplemental
      Interest Trust Trustee) shall
      be
      deducted from Available Distribution Amount prior to any distributions to the
      Certificateholders. On
      or
      before each Distribution Date, such amounts will be distributed by the Trust
      Fund to the Swap Administrator, and paid by the Swap Administrator to the Swap
      Provider pursuant to the Swap Administration Agreement, first to make any Net
      Swap Payment owed to the Swap Provider pursuant to the Swap Agreement for such
      Distribution Date, and second to make any Swap Termination Payment not due
      to a
      Swap Provider Trigger Event owed to the Swap Provider pursuant to the Swap
      Agreement (to the extent not paid by the Swap Administrator from any upfront
      payment received pursuant to any replacement interest rate swap agreement that
      may be entered into by the Swap Administrator). Payments by the Trust Fund
      to
      the Swap Administrator in respect of any Swap Termination Payment triggered
      by a
      Swap Provider Trigger Event owed to the Swap Provider pursuant to the Swap
      Agreement (to the extent not paid by the Swap Administrator from any upfront
      payment received pursuant to any replacement interest rate swap agreement that
      may be entered into by the Supplemental Interest Trust Trustee) will be
      subordinated to distributions to the Holders of the Offered Certificates and
      shall be paid as set forth in Section 4.01(e)(vi).

     

    (c)  On
      each
      Distribution Date, the Swap Administrator shall deposit into the Swap Account
      amounts received from the Swap Provider. The Swap Administrator shall, to the
      extent provided in the Swap Administration Agreement, remit amounts on deposit
      in the Swap Account to the Trustee for deposit into the Net WAC Shortfall
      Reserve Fund. On each Distribution Date, to the extent required, the Trustee
      shall withdraw such amounts from the Net WAC Shortfall Reserve Fund to
      distribute to the Certificates in the following order of priority:

     

    (i)  first,
      an
      amount equal to the aggregate amount required under Section 4.01(g) to be
      distributed on such Distribution Date, to the Offered Certificateholders in
      accordance with Section 4.01(g) of this Pooling and Servicing Agreement, and
      

     

    (ii)  second,
      any
      remainder to Impac Funding Corporation.

     

    (d)  The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class C Certificates shall be the beneficial owner of the
      Supplemental Interest Trust, subject to the power of the Swap Administrator
      to
      transfer amounts under this Agreement. The Swap Administrator shall keep records
      that accurately reflect the funds on deposit in the Supplemental Interest Trust.
      The Swap Administrator shall, at the written direction of the Holder of the
      Majority Class C Certificateholder, invest amounts on deposit in the
      Supplemental Interest Trust in Permitted Investments. In the absence of written
      direction to the Swap Administrator from the Majority Class C Certificateholder,
      all funds in the Supplemental Interest Trust shall remain uninvested. On each
      Distribution Date, Swap Administrator shall distribute, not in respect of any
      REMIC, any interest earned on the Supplemental Interest Trust to the Holders
      of
      the Class C Certificates.

     

    (e)  For
      federal income tax purposes, amounts paid to the Swap Administrator on each
      Distribution Date pursuant to Sections 4.09(b) and 4.01(e)(vi) shall first
      be
      deemed paid to the Swap Administrator in respect of Class IO Interest to the
      extent of the amount distributable on such Class IO Interest on such
      Distribution Date, and any remaining amount shall be deemed paid to the Swap
      Administrator in respect of a Class IO Distribution Amount. 

     

    (f)  The
      Swap
      Administrator shall treat the Holders of Certificates (other than the Class
      P,
      Class C and Class R Certificates) as having entered into a notional principal
      contract with respect to the Holders of the Class C Certificates. Pursuant
      to
      each such notional principal contract, all Holders of Certificates (other than
      the Class P, Class C and Class R Certificates) shall be treated as having agreed
      to pay, on each Distribution Date, to the Holder of the Class C Certificates
      an
      aggregate amount equal to the excess, if any, of (i) the amount payable on
      such
      Distribution Date on the REMIC 3 Regular Interest ownership of which is
      represented by such Class of Certificates over (ii) the amount payable on such
      Class of Certificates on such Distribution Date (such excess, a “Class IO
      Distribution Amount”). A Class IO Distribution Amount payable from interest
      collections shall be allocated pro rata among such Certificates based on the
      amount of interest otherwise payable to such Certificates, and a Class IO
      Distribution Amount payable from principal collections shall be allocated to
      the
      most subordinate Class of such Certificates with an outstanding principal
      balance to the extent of such balance. In addition, pursuant to such notional
      principal contract, the Holder of the Class C Certificates shall be treated
      as
      having agreed to pay Net WAC Shortfall Amounts to the Holders of the
      Certificates (other than the Class C, Class P and Class R Certificates) in
      accordance with the terms of this Agreement. Any payments to such Certificates
      from amounts deemed received in respect of this notional principal contract
      shall not be payments with respect to a Regular Interest in a REMIC within
      the
      meaning of Code Section 860G(a)(1). However, any payment from the Certificates
      (other than the Class C, Class P and Class R Certificates) of a Class IO
      Distribution Amount shall be treated for tax purposes as having been received
      by
      the Holders of such Certificates in respect of the REMIC 3 Regular Interest
      ownership of which is represented by such Certificates, and as having been
      paid
      by such Holders to the Supplemental Interest Trust pursuant to the notional
      principal contract. Thus, each Certificate (other than the Class P Certificates
      and Class R Certificates) shall be treated as representing not only ownership
      of
      a Regular Interest in REMIC 3, but also ownership of an interest in, and
      obligations with respect to, a notional principal contract. 

     

    (g)  In
      the
      event that the Swap Agreement is terminated prior to the Distribution Date
      in
      January 2011, the Swap Administrator shall, at the direction of the Depositor,
      use reasonable efforts to appoint a successor swap provider using any Swap
      Termination Payments paid by the Swap Provider. If the Swap Administrator is
      unable to locate a qualified successor swap provider, any such Swap Termination
      Payments will be remitted to the Swap Administrator for payment to the Holders
      of the Offered Certificates of amounts described in Section
      4.09(c).

     

    Section
      4.10.  The
      Certificate Guaranty Insurance Policy.

     

    (a)  If
      the
      Trustee determines that a Deficiency Amount exists for such Distribution Date,
      the Trustee shall complete the notice as set forth in the Certificate Guaranty
      Insurance Policy (the “Notice”) and submit such Notice in accordance with the
      Certificate Guaranty Insurance Policy to the Certificate Insurer no later than
      12:00 P.M., New York City time, on the Business Day immediately preceding each
      Distribution Date, as a claim for an Insured Amount (provided that the Trustee
      shall submit such notice on the second Business Day immediately preceding such
      Distribution Date if it is able to do so) in an amount equal to such Deficiency
      Amount.

     

    (b)  The
      Trustee shall establish and maintain the Insurance Account on behalf of the
      Holders of the Class A-1W Certificates. Upon receipt of an Insured Amount from
      the Certificate Insurer on behalf of the Class A-1W Certificateholders, the
      Trustee shall deposit such Insured Amount in the Insurance Account. All amounts
      on deposit in the Insurance Account shall remain uninvested. On each
      Distribution Date, the Trustee shall transfer any Insured Amount then on deposit
      in the Insurance Account to the Certificate Account. The Trustee shall
      distribute on each Distribution Date the Deficiency Amount for such Distribution
      Date from the Certificate Account, together with the distributions due to the
      Class A-1W Certificateholders on such Distribution Date, as follows: (i) the
      portion of any such Deficiency Amount related to the first and second sentences
      of the definition of Deficiency Amount shall be distributed among the related
      Class A-1W Certificateholders on a pro rata basis in accordance with their
      respective shortfalls or allocations of Realized Losses, as applicable; and
      (ii)
      the portion of any such Deficiency Amount related to the third sentence of
      the
      definition of Deficiency Amount shall be distributed to the related Class A-1W
      Certificateholders in accordance with Section 9.01(a).

     

    (c)  The
      Trustee shall (i) receive as attorney-in-fact of each Class A-1W
      Certificateholder any Insured Amount from the Certificate Insurer and (ii)
      distribute such Insured Amount to such Class A-1W Certificateholders as set
      forth in subsection (b) above. Insured Amounts disbursed by the Trustee from
      proceeds of the Certificate Guaranty Insurance Policy shall not be considered
      payment by the Trust Fund with respect to the Class A-1W Certificates, nor
      shall
      such disbursement of such Insured Amounts discharge the obligations of the
      Trust
      Fund with respect to the amounts thereof, and the Certificate Insurer shall
      become owner of such amounts to the extent covered by such Insured Amounts
      as
      the deemed assignee of such Class A-1W Certificateholders. The Trustee hereby
      agrees on behalf of each Class A-1W Certificateholder (and each Class A-1W
      Certificateholder, by its acceptance of its Class A-1W Certificates, hereby
      agrees) for the benefit of the Certificate Insurer that the Trustee shall
      recognize that to the extent the Certificate Insurer pays Insured Amounts,
      either directly or indirectly (as by paying through the Trustee), to the Class
      A-1W Certificateholders, the Certificate Insurer will be entitled to be
      subrogated to the rights of the Class A-1W Certificateholders to the extent
      of
      such payments.

     

     

    ARTICLE
      V

     

    THE
      CERTIFICATES

     

    Section
      5.01.  The
      Certificates.

     

    (a)  The
      Certificates will be substantially in the respective forms annexed hereto as
      Exhibits A and B-1 through B-4. The Certificates shall be issuable in registered
      form, in the minimum dollar denominations, integral dollar multiples in excess
      thereof (except that one Certificate of each Class may be issued in a different
      amount which must be in excess of the applicable minimum dollar denomination)
      and aggregate dollar denominations as set forth in the following
      table:

     

    
      	
              CLASS

            	
              MINIMUM
                DENOMINATION

            	
              INTEGRAL
                MULTIPLE IN EXCESS OF MINIMUM

            	
              INITIAL
                CERTIFICATE PRINCIPAL BALANCE OR NOTIONAL
                AMOUNT

            
	
              A-1

            	
              $

            	
              $1.00

            	
              $

            
	
              A-1M

            	
              $

            	
              $1.00

            	
              $

            
	
              A-1W

            	
              $

            	
              $1.00

            	
              $

            
	
              A-2A

            	
              $

            	
              $1.00

            	
              $

            
	
              A-2B

            	
              $

            	
              $1.00

            	
              $

            
	
              A-2C

            	
              $

            	
              $1.00

            	
              $

            
	
              A-2D

            	
              $

            	
              $1.00

            	
              $

            
	
              M-1

            	
              $

            	
              $1.00

            	
              $

            
	
              M-2

            	
              $

            	
              $1.00

            	
              $

            
	
              M-3

            	
              $

            	
              $1.00

            	
              $

            
	
              M-4

            	
              $

            	
              $1.00

            	
              $

            
	
              M-5

            	
              $

            	
              $1.00

            	
              $

            
	
              M-6

            	
              $

            	
              $1.00

            	
              $

            
	
              M-7

            	
              $

            	
              $1.00

            	
              $

            
	
              M-8

            	
              $

            	
              $1.00

            	
              $

            
	
              B

            	
              $

            	
              $1.00

            	
              $

            
	
              C

            	
              $1.00

            	
              $1.00

            	
              $
                (1)

            
	
              P

            	
              $100

            	
              N/A

            	
              $100.00

            
	
              R-1

            	
              100%

            	
              N/A

            	
              N/A

            
	
              R-2

            	
              100%

            	
              N/A

            	
              N/A

            
	
              R-3

            	
              100%

            	
              N/A

            	
              N/A

            


    

     

    (1) This
      is a
      Notional Amount.

     

    Upon
      original issue, the Certificates shall, upon the written request of the
      Depositor executed by an officer of the Depositor, be executed and delivered
      by
      the Trustee, authenticated by the Trustee and delivered to or upon the order
      of
      the Depositor upon receipt by the Trustee of the documents specified in Section
      2.01. The Certificates shall be executed by manual or facsimile signature on
      behalf of the Trustee in its capacity as trustee hereunder by a Responsible
      Officer. Certificates bearing the manual or facsimile signatures of individuals
      who were at the time they signed the proper officers of the Trustee shall bind
      the Trustee, notwithstanding that such individuals or any of them have ceased
      to
      hold such offices prior to the authentication and delivery of such Certificates
      or did not hold such offices at the date of such Certificates. No Certificate
      shall be entitled to any benefit under this Agreement, or be valid for any
      purpose, unless there appears on such Certificate a certificate of
      authentication substantially in the form provided for herein executed by the
      Trustee by manual signature, and such certificate upon any Certificate shall
      be
      conclusive evidence, and the only evidence, that such Certificate has been
      duly
      authenticated and delivered hereunder. All Certificates issued on the Closing
      Date shall be dated the Closing Date and any Certificates delivered thereafter
      shall be dated the date of their authentication.

     

    (b)  The
      Offered Certificates shall initially be issued as one or more Certificates
      registered in the name of the Depository or its nominee and, except as provided
      below, registration of such Certificates may not be transferred by the Trustee
      except to another Depository that agrees to hold such Certificates for the
      respective Certificate Owners with Ownership Interests therein. The Certificate
      Owners shall hold their respective Ownership Interests in and to each of such
      Book-Entry Certificates through the book-entry facilities of the Depository
      and,
      except as provided below, shall not be entitled to Definitive Certificates
      in
      respect of such Ownership Interests. All transfers by Certificate Owners of
      their respective Ownership Interests in the Book-Entry Certificates shall be
      made in accordance with the procedures established by the Depository Participant
      or brokerage firm representing such Certificate Owner. Each Depository
      Participant shall transfer the Ownership Interests only in the Book-Entry
      Certificates of Certificate Owners it represents or of brokerage firms for
      which
      it acts as agent in accordance with the Depository’s normal procedures. The
      Trustee shall not be required to monitor, determine or inquire as to compliance
      with the transfer restrictions with respect to the Book-Entry Certificates,
      and
      the Trustee shall have no liability for transfers of Ownership Interests in
      the
      Book Entry Certificates made through the book-entry facilities of the Depositary
      or between or among Depositary Participants or Certificate Owners, made in
      violation of the applicable restrictions.

     

    The
      Trustee, the Master Servicer and the Depositor may for all purposes (including
      the making of payments due on the respective Classes of Book-Entry Certificates)
      deal with the Depository as the authorized representative of the Certificate
      Owners with respect to the respective Classes of Book-Entry Certificates for
      the
      purposes of exercising the rights of Certificateholders hereunder. The rights
      of
      Certificate Owners with respect to the respective Classes of Book-Entry
      Certificates shall be limited to those established by law and agreements between
      such Certificate Owners and the Depository Participants and brokerage firms
      representing such Certificate Owners. Multiple requests and directions from,
      and
      votes of, the Depository as Holder of any Class of Book-Entry Certificates
      with
      respect to any particular matter shall not be deemed inconsistent if they are
      made with respect to different Certificate Owners. The Trustee may establish
      a
      reasonable record date in connection with solicitations of consents from or
      voting by Certificateholders and shall give notice to the Depository of such
      record date.

     

    If
      (i)(A)
      the Depositor advises the Trustee in writing that the Depository is no longer
      willing or able to properly discharge its responsibilities as Depository and
      (B)
      the Depositor is unable to locate a qualified successor or (ii) the Depositor
      at
      its option advises the Trustee in writing that it elects to terminate the
      book-entry system through the Depository, the Trustee shall notify all
      Certificate Owners, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to Certificate Owners
      requesting the same. Upon surrender to the Trustee of the Book-Entry
      Certificates by the Depository, accompanied by registration instructions from
      the Depository for registration of transfer, the Trustee shall, at the expense
      of the Depositor, issue the Definitive Certificates. Neither the Depositor,
      the
      Master Servicer nor the Trustee shall be liable for any actions taken by the
      Depository or its nominee, including, without limitation, any delay in delivery
      of such instructions and may conclusively rely on, and shall be protected in
      relying on, such instructions. Upon the issuance of Definitive Certificates
      the
      Trustee and the Master Servicer shall recognize the Holders of the Definitive
      Certificates as Certificateholders hereunder.

     

    (c)  Each
      Certificate is intended to be a “security” governed by Article 8 of the Uniform
      Commercial Code as in effect in the State of New York and any other applicable
      jurisdiction, to the extent that any of such laws may be
      applicable.

     

    Section
      5.02.  Registration
      of Transfer and Exchange of Certificates.

     

    (a)  The
      Trustee shall maintain a Certificate Register in which, subject to such
      reasonable regulations as it may prescribe, the Trustee shall provide for the
      registration of Certificates and of transfers and exchanges of Certificates
      as
      herein provided.

     

    (b)  Except
      as
      provided in Section 5.02(c), no transfer, sale, pledge or other disposition
      of a
      Class P Certificate, Class C Certificate or a Class R Certificate shall be
      made
      unless such transfer, sale, pledge or other disposition is exempt from the
      registration requirements of the Securities Act of 1933, as amended (the “Act”),
      and any applicable state securities laws or is made in accordance with said
      Act
      and laws. In the event that a transfer of a Class P Certificate, Class C
      Certificate or Class R Certificate is to be made under this Section 5.02(b),
      (i)
      the Trustee shall require an Opinion of Counsel acceptable to and in form and
      substance satisfactory to the Trustee that such transfer shall be made pursuant
      to an exemption, describing the applicable exemption and the basis therefor,
      from said Act and laws or is being made pursuant to said Act and laws, which
      Opinion of Counsel shall not be an expense of the Trustee, the Depositor or
      the
      Master Servicer, provided that such Opinion of Counsel will not be required
      in
      connection with the initial transfer of any such Certificate by the Depositor
      or
      any affiliate thereof, to a non-affiliate of the Depositor and (ii) the Trustee
      shall require the transferee to execute a representation letter, substantially
      in the form of Exhibit G-1 hereto, and the Trustee shall require the transferor
      to execute a representation letter, substantially in the form of Exhibit G-2
      hereto, each acceptable to and in form and substance satisfactory to the Trustee
      certifying to the Depositor and the Trustee the facts surrounding such transfer,
      which representation letters shall not be an expense of the Trustee, the
      Depositor or the Master Servicer; provided,
      however,
      that
      such representation letters will not be required in connection with any transfer
      of any such Certificate by the Depositor to an affiliate of the Depositor and
      the Trustee shall be entitled to conclusively rely upon a representation (which,
      upon the request of the Trustee, shall be a written representation) from the
      Depositor of the status of such transferee as an affiliate of the Depositor.
      Any
      such Certificateholder desiring to effect such transfer shall, and does hereby
      agree to, indemnify the Trustee, the Depositor and the Master Servicer against
      any liability that may result if the transfer is not so exempt or is not made
      in
      accordance with such applicable federal and state laws.

     

    (c)  Notwithstanding
      the requirements of Section 5.02(b), transfers of Class P Certificates, Class
      C
      Certificates and Class R Certificates may be made in accordance with this
      Section 5.02(c) if the prospective transferee of a Certificate provides the
      Trustee and the Depositor with an investment letter substantially in the form
      of
      Exhibit G-3 attached hereto, which investment letter shall not be an expense
      of
      the Trustee, the Depositor or the Master Servicer, and which investment letter
      states that, among other things, such transferee is a “qualified institutional
      buyer” as defined under Rule 144A. Such transfers shall be deemed to have
      complied with the requirements of Section 5.02(b) hereof; provided,
      however,
      that no
      Transfer of any of the Class P Certificates, Class C Certificates or Class
      R
      Certificates may be made pursuant to this Section 5.02(c) by the Depositor.
      Any
      such Certificateholder desiring to effect such transfer shall, and does hereby
      agree to, indemnify the Trustee, the Depositor and the Master Servicer against
      any liability that may result if the transfer is not so exempt or is not made
      in
      accordance with such applicable federal and state laws.

     

    The
      Trustee shall require an Opinion of Counsel, on which the Trustee, Depositor
      and
      Master Servicer may rely, from a prospective transferee prior to the transfer
      of
      any Class P Certificate, Class C Certificate or Class R Certificate to any
      employee benefit plan or other retirement arrangement, including individual
      retirement accounts and Keogh plans, that is subject to the Employee Retirement
      Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Code
      (any of the foregoing, a “Plan”), to a trustee or other Person acting on behalf
      of any Plan, or to any other person who is using “plan assets” of any Plan to
      effect such acquisition (including any insurance company using funds in its
      general or separate accounts that may constitute “plan assets”). Such Opinion of
      Counsel must establish to the satisfaction of the Trustee that such transfer
      is
      permissible under applicable law, will not constitute or result in a prohibited
      transaction under Section 406 of ERISA and Section 4975 of the Code, and will
      not subject the Trustee, the Master Servicer or the Depositor to any obligation
      in addition to those undertaken in this Agreement. Neither the Depositor, the
      Master Servicer nor the Trustee will be required to obtain such Opinion of
      Counsel on behalf of any prospective transferee.

     

    Prior
      to
      the termination of the Supplemental Interest Trust, each beneficial owner of
      an
      Offered Certificate or any interest therein, shall be deemed to have
      represented, by virtue of its acquisition or holding of the Offered Certificate,
      or interest therein, that either (i) it is not a Plan or (ii) (A) it is an
      accredited investor within the meaning of the Exemption and (B) the acquisition
      and holding of such Certificate and the separate right to receive payments
      from
      the Supplemental Interest Trust are eligible for the exemptive relief available
      under one of Prohibited Transaction Class Exemption (“PTCE”) 84-14, 91-38,
      95-60, 90-1 or 96-23.

     

    Each
      beneficial owner of a Subordinate Certificate or any interest therein which
      is
      acquired subsequent to the termination of the Supplemental Interest Trust shall
      be deemed to have represented, by virtue of its acquisition or holding of that
      certificate or interest therein, that either (i) it is not a Plan or a trustee
      or other Person acting on behalf of a Plan or using “plan assets” of a Plan to
      effect such acquisition (including any insurance company using funds in its
      general or separate accounts that may constitute “plan assets”), (ii) it has
      acquired and is holding such certificate in reliance on Prohibited Transaction
      Exemption 2002-41 (the “Exemption”), and that it understands that there are
      certain conditions to the availability of the Exemption, including that the
      certificate must be rated, at the time of purchase, not lower than “BBB-” (or
      its equivalent) by S&P, Fitch Ratings, Inc. or Moody’s, and the certificate
      is so rated or (iii) (1) it is an insurance company, (2) the source of funds
      used to acquire or hold the certificate or interest therein is an “insurance
      company general account,” as such term is defined in Prohibited Transaction
      Class Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I and III of
      PTCE 95-60 have been satisfied.

     

    (d)  
      [Reserved]

     

    (e)  (i)
      Each
      Person who has or who acquires any Ownership Interest in a Class R Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions and to have irrevocably
      authorized the Trustee or its designee under clause (iii)(A) below to deliver
      payments to a Person other than such Person and to negotiate the terms of any
      mandatory sale under clause (iii)(B) below and to execute all instruments of
      transfer and to do all other things necessary in connection with any such sale.
      The rights of each Person acquiring any Ownership Interest in a Class R
      Certificate are expressly subject to the following provisions:

     

    (A) Each
      Person holding or acquiring any Ownership Interest in a Class R Certificate
      shall be a Permitted Transferee and shall promptly notify the Trustee of any
      change or impending change in its status as a Permitted Transferee.

     

    (B) In
      connection with any proposed Transfer of any Ownership Interest in a Class
      R
      Certificate, the Trustee shall require delivery to it, and shall not register
      the Transfer of any Class R Certificate until its receipt of (I) an affidavit
      and agreement (a “Transfer Affidavit and Agreement” in the form attached hereto
      as Exhibit G-5) from the proposed Transferee, in form and substance satisfactory
      to the Trustee representing and warranting, among other things, that it is
      a
      Permitted Transferee, that it is not acquiring its Ownership Interest in the
      Class R Certificate that is the subject of the proposed Transfer as a nominee,
      trustee or agent for any Person who is not a Permitted Transferee, that for
      so
      long as it retains its Ownership Interest in a Class R Certificate, it will
      endeavor to remain a Permitted Transferee, and that it has reviewed the
      provisions of this Section 5.02 and agrees to be bound by them, and (II) a
      certificate, in the form attached hereto as Exhibit G-4, from the Holder wishing
      to transfer the Class R Certificate, in form and substance satisfactory to
      the
      Trustee representing and warranting, among other things, that no purpose of
      the
      proposed Transfer is to impede the assessment or collection of tax.

     

    (C) Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause (B) above, if a Responsible Officer of the Trustee assigned to
      this
      transaction has actual knowledge that the proposed Transferee is not a Permitted
      Transferee, no Transfer of an Ownership Interest in a Class R Certificate to
      such proposed Transferee shall be effected.

     

    (D) Each
      Person holding or acquiring any Ownership Interest in a Class R Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Class R Certificate and (y) not to transfer its Ownership Interest unless it
      provides a certificate to the Trustee in the form attached hereto as Exhibit
      G-4.

     

    (E) Each
      Person holding or acquiring an Ownership Interest in a Class R Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the Trustee
      written notice that it is a “pass-through interest holder” within the meaning of
      Temporary Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
      acquiring an Ownership Interest in a Class R Certificate, if it is “a
      pass-through interest holder”, or is holding an Ownership Interest in a Class R
      Certificate on behalf of a “pass-through interest holder.”

     

    (i)  The
      Trustee will register the Transfer of any Class R Certificate only if it shall
      have received the Transfer Affidavit and Agreement in the form attached hereto
      as Exhibit G-5, a certificate of the Holder requesting such transfer in the
      form
      attached hereto as Exhibit G-4 and all of such other documents as shall have
      been reasonably required by the Trustee as a condition to such registration.
      Transfers of the Class R Certificates other than to Permitted Transferees are
      prohibited.

     

    (ii)  
      (A) If
      any Person other than a Permitted Transferee shall become a Holder of a Class
      R
      Certificate, then the last preceding Permitted Transferee shall be restored,
      to
      the extent permitted by law, to all rights and obligations as Holder thereof
      retroactive to the date of registration of such Transfer of such Class R
      Certificate. If a Non-United States Person shall become a Holder of a Class
      R
      Certificate, then the last preceding Permitted Transferee shall be restored,
      to
      the extent permitted by law, to all rights and obligations as Holder thereof
      retroactive to the date of registration of such Transfer of such Class R
      Certificate. If a transfer of a Class R Certificate is disregarded pursuant
      to
      the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3,
      then the last preceding Permitted Transferee shall be restored, to the extent
      permitted by law, to all rights and obligations as Holder thereof retroactive
      to
      the date of registration of such transfer of such Class R Certificate. The
      prior
      Holder shall be entitled to recover from any purported Holder of a Class R
      Certificate that was in fact not a Permitted Transferee under this Section
      5.05(b) at the time it became a Holder all payments made on such Class R
      Certificate. Each Holder of a Class R Certificate, by acceptance thereof, shall
      be deemed for all purposes to have consented to the provisions of this clause
      (b) and to any amendment of this Agreement deemed necessary (whether as a result
      of new legislation or otherwise) by counsel of the Depositor to ensure that
      the
      Class R Certificates are not transferred to any Person who is not a Permitted
      Transferee and that any transfer of such Class R Certificates will not cause
      the
      imposition of a tax upon the Trust or cause any such REMIC to fail to qualify
      as
      a REMIC. The Trustee shall be under no liability to any Person for any
      registration of Transfer of a Class R Certificate that is in fact not permitted
      by this Section 5.02 or for making any payments due on such Certificate to
      the
      Holder thereof or for taking any other action with respect to such Holder under
      the provisions of this Agreement.

     

    (B) If
      any
      purported Transferee shall become a Holder of a Class R Certificate in violation
      of the restrictions in this Section 5.02 and to the extent that the retroactive
      restoration of the rights of the Holder of such Class R Certificate as described
      in clause (E)(ii)(A) above shall be invalid, illegal or unenforceable, then
      the
      Trustee shall have the right, without notice to the Holder or any prior Holder
      of such Class R Certificate, to sell such Class R Certificate to a purchaser
      selected by the Trustee on such terms as the Trustee may choose. Such purported
      Transferee shall promptly endorse and deliver each Class R Certificate in
      accordance with the instructions of the Trustee. Such purchaser may be the
      Trustee itself. The proceeds of such sale, net of the commissions (which may
      include commissions payable to the Trustee), expenses and taxes due, if any,
      will be remitted by the Trustee to such purported Transferee. The terms and
      conditions of any sale under this clause (E)(ii)(B) shall be determined in
      the
      sole discretion of the Trustee, and the Trustee shall not be liable to any
      Person having an Ownership Interest in a Class R Certificate as a result of
      its
      exercise of such discretion.

     

    (iii)  The
      Trustee shall make available to the Internal Revenue Service and those Persons
      specified by the REMIC Provisions, all information necessary to compute any
      tax
      imposed (A) as a result of the transfer of an ownership interest in a Class
      R
      Certificate to any Person who is a Disqualified Organization, including the
      information regarding “excess inclusions” of such Class R Certificates required
      to be provided to the Internal Revenue Service and certain Persons as described
      in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B)
      as a
      result of any regulated investment company, real estate investment trust, common
      trust fund, partnership, trust, estate or organization described in Section
      1381
      of the Code that holds an Ownership Interest in a Class R Certificate having
      as
      among its record Holders at any time any Person who is a Disqualified
      Organization. The Trustee may charge and shall be entitled to reasonable
      compensation for providing such information as may be required from those
      Persons which may have had a tax imposed upon them as specified in clauses
      (A)
      and (B) of this paragraph for providing such information.

     

    (F) Subject
      to the preceding paragraphs, upon surrender for registration of transfer of
      any
      Certificate at the office of the Trustee maintained for such purpose, the
      Trustee shall execute and the Trustee shall authenticate and deliver, in the
      name of the designated transferee or transferees, one or more new Certificates
      of the same Class of a like aggregate Percentage Interest. Every Certificate
      surrendered for transfer shall be accompanied by notification of the account
      of
      the designated transferee or transferees for the purpose of receiving
      distributions pursuant to Section 4.01 by wire transfer, if any such transferee
      desires and is eligible for distribution by wire transfer.

     

    (G) At
      the
      option of the Certificateholders, Certificates may be exchanged for other
      Certificates of authorized denominations of the same Class of a like aggregate
      Percentage Interest, upon surrender of the Certificates to be exchanged at
      the
      office of the Trustee. Whenever any Certificates are so surrendered for exchange
      the Trustee shall execute, authenticate and deliver the Certificates which
      the
      Certificateholder making the exchange is entitled to receive. Every Certificate
      presented or surrendered for transfer or exchange shall (if so required by
      the
      Trustee) be duly endorsed by, or be accompanied by a written instrument of
      transfer in the form satisfactory to the Trustee duly executed by, the Holder
      thereof or his attorney duly authorized in writing. In addition, with respect
      to
      each Class R Certificate, the Holder thereof may exchange, in the manner
      described above, such Class R Certificate for three separate Certificates,
      each
      representing such Holder’s respective Percentage Interest in the Class R-1
      Interest, the Class R-2 Interest and the Class R-3 Interest, respectively,
      in
      each case that was evidenced by the Class R Certificate being
      exchanged.

     

    (H) No
      service charge shall be made to the Certificateholders for any transfer or
      exchange of Certificates, but the Trustee may require payment of a sum
      sufficient to cover any tax or governmental charge that may be imposed in
      connection with any transfer or exchange of Certificates.

     

    (I) All
      Certificates surrendered for transfer and exchange shall be canceled and
      retained by the Trustee in accordance with the Trustee’s standard
      procedures.

     

    Section
      5.03.  Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    If
      (i)
      any mutilated Certificate is surrendered to the Trustee and the Trustee receives
      evidence to its satisfaction of the destruction, loss or theft of any
      Certificate, and (ii) there is delivered to the Trustee such security or
      indemnity as may be required by it to save it harmless, then, in the absence
      of
      notice to the Trustee that such Certificate has been acquired by a bona fide
      purchaser, the Trustee shall execute, authenticate and deliver, in exchange
      for
      or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a
      new
      Certificate of the same Class and Percentage Interest. Upon the issuance of
      any
      new Certificate under this Section, the Trustee may require the payment of
      a sum
      sufficient to cover any tax or other governmental charge that may be imposed
      in
      relation thereto and any other expenses (including the fees and expenses of
      the
      Trustee) connected therewith. Any replacement Certificate issued pursuant to
      this Section shall constitute complete and indefeasible evidence of ownership
      in
      the Trust Fund, as if originally issued, whether or not the lost, stolen or
      destroyed Certificate shall be found at any time.

     

    Section
      5.04.  Persons
      Deemed Owners.

     

    The
      Depositor, the Master Servicer, the Trustee and any agent of any of them may
      treat the person in whose name any Certificate is registered as the owner of
      such Certificate for the purpose of receiving distributions pursuant to Section
      4.01 and for all other purposes whatsoever, and neither the Depositor, the
      Master Servicer, the Trustee nor any agent of any of them shall be affected
      by
      notice to the contrary.

     

    Section
      5.05.  Rule
      144A Information.

     

    For
      so
      long as any Class P Certificates, Class C Certificates and Class R Certificates
      are outstanding and are “restricted securities” within the meaning of Rule
      144(a)(3) of the Securities Act, (1) the Depositor will provide or cause to
      be
      provided to any Holder of such Certificates and any prospective purchaser
      thereof designated by such a Holder, upon the request of such Holder or
      prospective purchaser, the information required to be provided to such Holder
      or
      prospective purchaser by Rule 144A(d)(4) under the Securities Act; and (2)
      the
      Depositor shall update such information from time to time in order to prevent
      such information from becoming false and misleading and will take such other
      actions as are necessary to ensure that the safe harbor exemption from the
      registration requirements of the Securities Act under Rule 144A is and will
      be
      available for resales of such Certificates conducted in accordance with Rule
      144A. The Master Servicer shall cooperate with the Depositor and furnish the
      Depositor such information in the Master Servicer’s possession as the Depositor
      may reasonably request.

     

     

    ARTICLE
      VI

     

    THE
      DEPOSITOR AND THE MASTER SERVICER

     

    Section
      6.01.  Liability
      of the Depositor
      and the Master Servicer.

     

    The
      Depositor and the Master Servicer each shall be liable in accordance herewith
      only to the extent of the obligations specifically imposed upon and undertaken
      by the Depositor and the Master Servicer herein. Only the Master Servicer,
      any
      successor Master Servicer or the Trustee acting as Master Servicer shall be
      liable with respect to the servicing of the Mortgage Loans and the REO Property
      for actions taken by any such Person in contravention of the Master Servicer’s
      duties hereunder.

     

    Section
      6.02.  Merger,
      Consolidation or Conversion of the Depositor
      or the Master Servicer.

     

    The
      Depositor and the Master Servicer each will keep in full effect its existence,
      rights and franchises as a corporation under the laws of the state of its
      incorporation, and each will obtain and preserve its qualification to do
      business as a foreign corporation in each jurisdiction in which such
      qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its respective duties under this Agreement.

     

    Any
      Person into which the Depositor or the Master Servicer may be merged,
      consolidated or converted, or any corporation resulting from any merger or
      consolidation to which the Depositor or the Master Servicer shall be a party,
      or
      any Person succeeding to the business of the Depositor or the Master Servicer,
      shall be the successor of the Depositor or the Master Servicer, as the case
      may
      be, hereunder, without the execution or filing of any paper or any further
      act
      on the part of any of the parties hereto, anything herein to the contrary
      notwithstanding; provided, however, that the successor or surviving Person
      to
      the Master Servicer shall be qualified to sell mortgage loans to and service
      mortgage loans for Fannie Mae or Freddie Mac.

     

    Section
      6.03.  Limitation
      on Liability of the Depositor,
      the Master Servicer and Others.

     

    Neither
      the Depositor, the Master Servicer nor any of the directors, officers, employees
      or agents of the Depositor or the Master Servicer shall be under any liability
      to the Trust Fund or the Certificateholders for any action taken or for
      refraining from the taking of any action in good faith pursuant to this
      Agreement, or for errors in judgment; provided, however, that this provision
      shall not protect the Depositor or the Master Servicer (but this provision
      shall
      protect the above described persons) against any breach of warranties or
      representations made herein, or against any specific liability imposed on the
      Master Servicer pursuant to Section 3.01 or any other Section hereof; and
      provided further that this provision shall not protect the Depositor, the Master
      Servicer or any such person, against any liability which would otherwise be
      imposed by reason of willful misfeasance, bad faith or gross negligence in
      the
      performance of duties or by reason of reckless disregard of obligations and
      duties hereunder. The Depositor, the Master Servicer and any director, officer,
      employee or agent of the Depositor or the Master Servicer may rely in good
      faith
      on any document of any kind prima facie properly executed and submitted by
      any
      Person respecting any matters arising hereunder. The Depositor, the Master
      Servicer and any director, officer, employee or agent of the Depositor or the
      Master Servicer shall be indemnified and held harmless by the Trust Fund against
      any loss, liability or expense incurred in connection with any legal action
      relating to this Agreement or the Certificates (including reasonable legal
      fees
      and disbursements of counsel), other than (a) any loss, liability or expense
      related to Master Servicer’s servicing obligations with respect to any specific
      Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense
      shall be otherwise reimbursable pursuant to this Agreement) or related to the
      Master Servicer’s obligations under Section 3.01, or (b) any loss, liability or
      expense incurred by reason of willful misfeasance, bad faith or gross negligence
      in the performance of duties hereunder or by reason of reckless disregard of
      obligations and duties hereunder. Neither the Depositor nor the Master Servicer
      shall be under any obligation to appear in, prosecute or defend any legal action
      which is not incidental to its respective duties under this Agreement and which
      in its opinion may involve it in any expense or liability; provided,
      however,
      that
      the Depositor or the Master Servicer may in its sole discretion undertake any
      such action which it may deem necessary or desirable with respect to this
      Agreement and the rights and duties of the parties hereto and the interests
      of
      the Certificateholders hereunder. In such event, the legal expenses and costs
      of
      such action and any liability resulting therefrom (except any action or
      liability related to the Master Servicer’s obligations under Section 3.01) shall
      be expenses, costs and liabilities of the Trust Fund, and the Depositor and
      the
      Master Servicer shall be entitled to be reimbursed therefor from the Certificate
      Account as provided in Section 3.11, any such right of reimbursement being
      prior
      to the rights of Certificateholders to receive any amount in the Certificate
      Account.

     

    Section
      6.04.  Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except (a) upon appointment of a successor servicer reasonably acceptable
      to the Trustee and the Certificate Insurer upon receipt by the Trustee and
      the
      Certificate Insurer of a letter from each Rating Agency (obtained by the Master
      Servicer and at its expense) that such a resignation and appointment will not,
      in and of itself, result in a downgrading of the Certificates without taking
      the
      Certificate Guaranty Insurance Policy into account or (b) upon determination
      that its duties hereunder are no longer permissible under applicable law. Any
      such determination permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel (at the expense of the resigning Master
      Servicer) to such effect delivered to the Trustee and the Certificate Insurer.
      No such resignation shall become effective until the Trustee or a successor
      servicer shall have assumed the Master Servicer’s responsibilities, duties,
      liabilities and obligations hereunder.

     

    Section
      6.05.  Sale
      and Assignment of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in their entirety as Master Servicer under this Agreement;
provided,
      however,
      that:
      (i) the purchaser or transferee accepting such assignment and delegation (a)
      shall be a Person which shall be qualified to service mortgage loans for Fannie
      Mae or Freddie Mac; (b) shall, in the case of successor master servicers only,
      have a net worth of not less than $10,000,000 (unless otherwise approved by
      each
      Rating Agency pursuant to clause (ii) below); (c) shall be reasonably
      satisfactory to the Trustee and the Certificate Insurer (as evidenced in a
      writing signed by the Trustee and the Certificate Insurer) as having a
      comparable servicing ability to that of the Master Servicer on the Closing
      Date;
      (d) shall execute and deliver to the Trustee and the Certificate Insurer an
      agreement, in form and substance reasonably satisfactory to the Trustee and
      the
      Certificate Insurer, which contains an assumption by such Person of the due
      and
      punctual performance and observance of each covenant and condition to be
      performed or observed by it as master servicer under this Agreement and any
      custodial agreement, from and after the effective date of such agreement; (ii)
      each Rating Agency shall be given prior written notice of the identity of the
      proposed successor to the Master Servicer and each Rating Agency’s rating of the
      Certificates in effect immediately prior to such assignment, sale and delegation
      will not be downgraded or withdrawn as a result of such assignment, sale and
      delegation without taking the Certificate Guaranty Insurance Policy into
      account, as evidenced by a letter to such effect obtained by the Master Servicer
      at its expense and delivered to the Trustee; and (iii) the Master Servicer
      assigning and selling the master servicing shall deliver to the Trustee an
      Officer’s Certificate and an Opinion of Counsel (at the expense of the Master
      Servicer), each stating that all conditions precedent to such action under
      this
      Agreement have been completed and such action is permitted by and complies
      with
      the terms of this Agreement. No such assignment or delegation shall affect
      any
      liability of the Master Servicer arising prior to the effective date
      thereof.

     

     

    ARTICLE
      VII

     

    DEFAULT

     

    Section
      7.01.  Events
      of Default.

     

    “Event
      of
      Default”, wherever used herein, means any one of the following
      events:

     

    (i)  any
      failure by the Master Servicer to deposit into the Certificate Account on each
      Certificate Account Deposit Date the amounts required to be deposited therein
      (other than an Advance) under the terms of this Agreement which continues
      unremedied for two (2) Business Days after such amount was required to be
      remitted; or

     

    (ii)  any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any other of the covenants or agreements on the part of the
      Master Servicer contained in the Certificates or in this Agreement (including
      any breach of the Master Servicer’s representations and warranties pursuant to
      Section 2.03(a) which materially and adversely affects the interests of the
      Certificateholders) which continues unremedied for a period of 60 days after
      the
      date on which written notice of such failure, requiring the same to be remedied,
      shall have been given to the Master Servicer by the Trustee, the Certificate
      Insurer or to the Master Servicer, the Certificate Insurer and the Trustee
      by
      the Holders of Certificates entitled to at least 25% of the Voting Rights;
      or

     

    (iii)  a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in an
      involuntary case under any present or future federal or state bankruptcy,
      insolvency or similar law or the appointment of a conservator or receiver or
      liquidator in any insolvency, readjustment of debt, marshaling of assets and
      liabilities or similar proceedings, or for the winding-up or liquidation of
      its
      affairs, shall have been entered against the Master Servicer and such decree
      or
      order shall have remained in force undischarged or unstayed for a period of
      60
      consecutive days; or

     

    (iv)  the
      Master Servicer shall consent to the appointment of a conservator or receiver
      or
      liquidator in any insolvency, readjustment of debt, marshaling of assets and
      liabilities or similar proceedings of or relating to the Master Servicer or
      of
      or relating to all or substantially all of its property; or

     

    (v)  the
      Master Servicer shall admit in writing its inability to pay its debts generally
      as they become due, file a petition to take advantage of or otherwise
      voluntarily commence a case or proceeding under any applicable bankruptcy,
      insolvency, reorganization or other similar statute, make an assignment for
      the
      benefit of its creditors, or voluntarily suspend payment of its obligations;
      or

     

    (vi)  the
      Master Servicer shall fail to deposit in the Certificate Account on any
      Certificate Account Deposit Date an amount equal to any required Advance which
      continues unremedied for the earlier of (a) a period of two (2) Business Days
      or
      (b) the Business Day immediately preceding the Distribution Date.

     

    If
      an
      Event of Default described in clauses (i) - (v) of this Section shall occur,
      then, and in each and every such case, so long as such Event of Default shall
      not have been remedied, the Trustee, the Certificate Insurer (unless an Insurer
      Default is continuing) or the Holders of Certificates entitled to at least
      51%
      of the Voting Rights, by notice in writing to the Master Servicer and the Swap
      Provider (and to the Trustee if given by such Holders of Certificates), with
      a
      copy to the Rating Agencies, may terminate all of the rights and obligations
      (but not the liabilities) of the Master Servicer under this Agreement and in
      and
      to the Trust Fund, other than its rights as a Certificateholder hereunder;
      provided,
      however,
      that
      the successor to the Master Servicer appointed pursuant to Section 7.02 shall
      have accepted the duties of Master Servicer effective upon the resignation
      or
      termination of the Master Servicer. If an Event of Default described in clause
      (vi) hereof shall occur, the Trustee shall, by notice to the Master Servicer,
      the Certificate Insurer and the Depositor, terminate all of the rights and
      obligations of the Master Servicer under this Agreement and in and to the Trust
      Fund, other than its rights as a Certificateholder hereunder; provided,
      however,
      that if
      the Trustee determines (in its sole discretion) that the failure by the Master
      Servicer to make any required Advance was due to circumstances beyond its
      control, and the required Advance was otherwise made, the Trustee shall not
      terminate the Master Servicer. On or after the receipt by the Master Servicer
      of
      such notice, all authority and power of the Master Servicer under this
      Agreement, whether with respect to the Certificates (other than as a Holder
      thereof) or the Mortgage Loans or otherwise, shall pass to and be vested in
      the
      Trustee pursuant to and under this Section, and, without limitation, the Trustee
      is hereby authorized and empowered to execute and deliver, on behalf of the
      Master Servicer, as attorney-in-fact or otherwise, any and all documents and
      other instruments, and to do or accomplish all other acts or things necessary
      or
      appropriate to effect the purposes of such notice of termination, whether to
      complete the transfer and endorsement or assignment of the Mortgage Loans and
      related documents, or otherwise at the expense of the Master Servicer. The
      Master Servicer agrees to cooperate with (and pay any related costs and expenses
      of) the Trustee in effecting the termination of the Master Servicer’s
      responsibilities and rights hereunder, including, without limitation, the
      transfer to the Trustee or the successor Master Servicer for administration
      by
      it of (i) the property and amounts which are then or should be part of the
      Trust
      Fund or which thereafter become part of the Trust Fund; (ii) originals or copies
      of all documents of the Master Servicer reasonably requested by the Trustee
      to
      enable it to assume the Master Servicer’s duties thereunder; (iii) the rights
      and obligations of the Master Servicer under the Sub-Servicing Agreements with
      respect to the Mortgage Loans; and (iv) all cash amounts which shall at the
      time
      be deposited by the Master Servicer or should have been deposited to the
      Custodial or the Certificate Account or thereafter be received with respect
      to
      the Mortgage Loans. To the extent such costs and expenses are not paid by the
      Master Servicer, such amounts shall be reimbursed by the Trust Fund subject
      to
      the provisions of Section 9.05 of this Agreement. The Trustee shall not be
      deemed to have breached any obligation hereunder as a result of a failure to
      make or delay in making any distribution as and when required hereunder caused
      by the failure of the Master Servicer to remit any amounts received by it or
      to
      deliver any documents held by it with respect to the Mortgage Loans. For
      purposes of this Section 7.01, the Trustee shall not be deemed to have knowledge
      of an Event of Default unless a Responsible Officer of the Trustee has actual
      knowledge thereof or unless notice of any event which is in fact such an Event
      of Default is received by the Trustee as provided in Section 11.05 and such
      notice references the Certificates, the Trust Fund or this
      Agreement.

     

    Section
      7.02.  Trustee
      to Act; Appointment of Successor.

     

    Within
      90
      days of the time the Master Servicer receives a notice of termination pursuant
      to Section 7.01(i) - (v), the Trustee or its appointed agent shall be the
      successor in all respects to the Master Servicer in its capacity as Master
      Servicer under this Agreement and the transactions set forth or provided for
      herein and shall be subject thereafter to all the responsibilities, duties
      and
      liabilities relating thereto placed on the Master Servicer including the
      obligation to make Advances which have been or will be required to be made
      (except for the responsibilities, duties and liabilities contained in Section
      2.03 and its obligations to deposit amounts in respect of losses pursuant to
      Section 3.12 and 4.01(h)) by the terms and provisions hereof; and provided
      further, that any failure to perform such duties or responsibilities caused
      by
      the Master Servicer’s failure to provide information required by Section 4.03
      shall not be considered a default by the Trustee hereunder. As compensation
      therefor, the Trustee shall be entitled to all funds relating to the Mortgage
      Loans which the Master Servicer would have been entitled to charge to the
      Custodial Account and the Certificate Account if the Master Servicer had
      continued to act hereunder. If the Trustee has become the successor to the
      Master Servicer in accordance with Section 6.04 or Section 7.02, then
      notwithstanding the above, if the Trustee shall be unwilling to so act, or
      shall
      be unable to so act, the Trustee may appoint, or petition a court of competent
      jurisdiction or appoint, any established housing and home finance institution,
      which is also a Fannie Mae- or Freddie Mac-approved mortgage servicing
      institution, having a net worth of not less than $10,000,000 as the successor
      to
      the Master Servicer hereunder in the assumption of all or any part of the
      responsibilities, duties or liabilities of the Master Servicer hereunder.
      Pending appointment of a successor to the Master Servicer hereunder, the Trustee
      shall act in such capacity as herein above provided. In connection with such
      appointment and assumption, the Trustee may make such arrangements for the
      compensation of such successor out of payments on Mortgage Loans as it and
      such
      successor shall agree; provided, however, that no such compensation shall be
      in
      excess of that permitted the Master Servicer hereunder. Each of the Sponsor,
      the
      Trustee and such successor shall take such action, consistent with this
      Agreement, as shall be necessary to effectuate any such succession. In no event
      shall the successor Master Servicer be liable for the acts or omissions of
      the
      predecessor Master Servicer.

     

    In
      connection with the termination or resignation of the Master Servicer hereunder,
      either (i) the successor Master Servicer, including the Trustee if the Trustee
      is acting as successor Master Servicer, shall represent and warrant that it
      is a
      member of MERS in good standing and shall agree to comply in all material
      respects with the rules and procedures of MERS in connection with the servicing
      of the Mortgage Loans that are registered with MERS, in which case the
      predecessor Master Servicer shall cooperate with the successor Master Servicer
      in causing MERS to revise its records to reflect the transfer of servicing
      to
      the successor Master Servicer as necessary under MERS’ rules and regulations, or
      (ii) the predecessor Master Servicer shall cooperate with the successor Master
      Servicer in causing MERS to execute and deliver an assignment of Mortgage in
      recordable form to transfer the Mortgage from MERS to the Trustee and to execute
      and deliver such other notices, documents and other instruments as may be
      necessary or desirable to effect a transfer of such Mortgage Loan or servicing
      of such Mortgage Loan on the MERS® System to the successor Master Servicer. The
      predecessor Master Servicer shall file or cause to be filed any such assignment
      in the appropriate recording office. The predecessor Master Servicer shall
      bear
      any and all fees of MERS, costs of preparing any assignments of Mortgage, and
      fees and costs of filing any assignments of Mortgage that may be required under
      this Section 7.02. The successor Master Servicer shall cause such assignment
      to
      be delivered to the Custodian promptly upon receipt of the original with
      evidence of recording thereon or a copy certified by the public recording office
      in which such assignment was recorded.

     

    Any
      successor, including the Trustee, to the Master Servicer shall maintain in
      force
      during its term as master servicer hereunder policies and fidelity bonds to
      the
      same extent as the Master Servicer is so required pursuant to Section
      3.18.

     

    Notwithstanding
      anything else herein to the contrary, in no event shall the Trustee be liable
      for any Master Servicing Fee or Sub-Servicing Fee or for any differential in
      the
      amount of the Master Servicing Fee or Sub-Servicing Fee paid hereunder and
      the
      amount necessary to induce any successor Master Servicer or Sub-Servicer, as
      applicable, to act as successor Master Servicer or Sub-Servicer, as applicable,
      under this Agreement and the transactions set forth or provided for
      herein.

     

    Section
      7.03.  Notification
      to Certificateholders.

     

    (a)  Upon
      any
      such termination or appointment of a successor to the Master Servicer, the
      Trustee shall give prompt notice thereof to Certificateholders, the Certificate
      Insurer and to the Rating Agencies.

     

    (b)  Within
      60
      days after the occurrence of any Event of Default, the Trustee shall transmit
      by
      mail to all Holders of Certificates and the Swap Provider notice of each such
      Event of Default hereunder known to the Trustee, unless such Event of Default
      shall have been cured or waived.

     

    Section
      7.04.  Waiver
      of Events of Default.

     

    The
      Holders representing at least 51% of the Voting Rights of Certificates affected
      by a default or Event of Default hereunder, may waive such default or Event
      of
      Default (other than an Event of Default set forth in Section 7.01(vi));
provided,
      however,
      that
      (a) a default or Event of Default under clause (i) of Section 7.01 may be waived
      only by all of the Holders of Certificates affected by such default or Event
      of
      Default and (b) no waiver pursuant to this Section 7.04 shall affect the Holders
      of Certificates in the manner set forth in the second paragraph of Section
      11.01
      or materially adversely affect any non-consenting Certificateholder. Upon any
      such waiver of a default or Event of Default by the Holders representing the
      requisite percentage of Voting Rights of Certificates affected by such default
      or Event of Default, such default or Event of Default shall cease to exist
      and
      shall be deemed to have been remedied for every purpose hereunder. No such
      waiver shall extend to any subsequent or other default or Event of Default
      or
      impair any right consequent thereon except to the extent expressly so waived.
      The Master Servicer shall give notice of any such waiver to the Rating
      Agencies.

     

    Section
      7.05.  List
      of Certificateholders.

     

    Upon
      written request of three or more Certificateholders of record, for purposes
      of
      communicating with other Certificateholders with respect to their rights under
      this Agreement, the Trustee will afford such Certificateholders access during
      business hours to the most recent list of Certificateholders held by the
      Trustee.

     

     

    ARTICLE
      VIII

     

    CONCERNING
      THE TRUSTEE

     

    Section
      8.01.  Duties
      of Trustee.

     

    The
      Trustee, prior to the occurrence of an Event of Default and after the curing
      or
      waiver of all Events of Default which may have occurred, undertakes to perform
      such duties and only such duties as are specifically set forth in this
      Agreement. If an Event of Default occurs, is continuing and has not been waived,
      the Trustee shall exercise such of the rights and powers vested in it by this
      Agreement, and use the same degree of care and skill in their exercise as a
      prudent man would exercise or use under the circumstances in the conduct of
      his
      own affairs. Any permissive right of the Trustee enumerated in this Agreement
      shall not be construed as a duty.

     

    The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee which
      are specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them in accordance with the requirements of this
      Agreement. If any such instrument is found not to conform to the requirements
      of
      this Agreement in a material manner, the Trustee shall take such action as
      it
      deems appropriate to have the instrument corrected, and if the instrument is
      not
      corrected to the Trustee’s satisfaction, the Trustee will provide notice thereof
      to the Certificateholders. Notwithstanding the foregoing, the Trustee shall
      not
      be responsible for the accuracy or content of any resolution, certificate,
      statement, opinion, report, document, order or other instrument furnished by
      the
      Master Servicer hereunder or any Opinion of Counsel required
      hereunder.

     

    The
      Trustee shall prepare and file or cause to be filed on behalf of the Trust
      Fund
      any tax return that is required with respect to REMIC 1 and REMIC 2 pursuant
      to
      applicable federal, state or local tax laws.

     

    The
      Trustee covenants and agrees that it shall perform its obligations hereunder
      in
      a manner so as to maintain the status of REMIC 1 and REMIC 2 under the REMIC
      Provisions and to prevent the imposition of any federal, state or local income,
      prohibited transaction, contribution or other tax on any of REMIC 1, REMIC
      2 or
      REMIC 3 to the extent that maintaining such status and avoiding such taxes
      are
      within the control of the Trustee and are reasonably within the scope of its
      duties under this Agreement.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act or
      its
      own willful misconduct; provided, however, that:

     

    (i)  Prior
      to
      the occurrence of an Event of Default, and after the curing or waiver of all
      such Events of Default which may have occurred, the duties and obligations
      of
      the Trustee shall be determined solely by the express provisions of this
      Agreement, the Trustee shall not be liable except for the performance of such
      duties and obligations as are specifically set forth in this Agreement, no
      implied covenants or obligations shall be read into this Agreement against
      the
      Trustee and, in the absence of bad faith on the part of the Trustee, the Trustee
      may conclusively rely, as to the truth of the statements and the correctness
      of
      the opinions expressed therein, upon any certificates or opinions furnished
      to
      the Trustee and conforming to the requirements of this Agreement;

     

    (ii)  The
      Trustee shall not be liable for an error of judgment made in good faith by
      a
      Responsible Officer or Responsible Officers of the Trustee, unless it shall
      be
      proved that the Trustee was negligent in ascertaining the pertinent facts;
      and

     

    (iii)  The
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it in good faith in accordance with the direction of
      the
      Holders of Certificates entitled to at least 25% of the Voting Rights relating
      to the time, method and place of conducting any proceeding for any remedy
      available to the Trustee, or exercising any trust or power conferred upon the
      Trustee, under this Agreement.

     

    Section
      8.02.  Certain
      Matters Affecting the Trustee.

     

    Except
      as
      otherwise provided in Section 8.01:

     

    (a)  The
      Trustee may conclusively rely upon and shall be fully protected in acting or
      refraining from acting in reliance upon any resolution, Officers’ Certificate,
      certificate of auditors or any other certificate, statement, instrument,
      opinion, report, notice, request, consent, order, appraisal, bond or other
      paper
      or document reasonably believed by it to be genuine and to have been signed
      or
      presented by the proper party or parties;

     

    (b)  The
      Trustee may consult with counsel and any Opinion of Counsel shall be full and
      complete authorization and protection in respect of any action taken or suffered
      or omitted by it hereunder in good faith and in accordance
      therewith;

     

    (c)  The
      Trustee shall be under no obligation to exercise any of the trusts or powers
      vested in it by this Agreement, other than its obligation to give notice
      pursuant to this Agreement, or to institute, conduct or defend any litigation
      hereunder or in relation hereto at the request, order or direction of any of
      the
      Certificateholders, pursuant to the provisions of this Agreement, unless such
      Certificateholders or the Certificate Insurer shall have offered to the Trustee
      security or indemnity satisfactory to it against the costs, expenses and
      liabilities which may be incurred therein or thereby and the Certificate Insurer
      has given its consent; nothing contained herein shall, however, relieve the
      Trustee of the obligation, upon the occurrence of an Event of Default of which
      a
      Responsible Officer of the Trustee’s corporate trust department has actual
      knowledge (which has not been waived or cured), to exercise such of the rights
      and powers vested in it by this Agreement, and to use the same degree of care
      and skill in their exercise as a prudent man would exercise or use under the
      circumstances in the conduct of his own affairs;

     

    (d)  The
      Trustee shall not be liable for any action taken, suffered or omitted by it
      in
      good faith and believed by it to be authorized or within the discretion or
      rights or powers conferred upon it by this Agreement;

     

    (e)  Prior
      to
      the occurrence of an Event of Default hereunder and after the curing or waiver
      of all Events of Default which may have occurred, the Trustee shall not be
      bound
      to make any investigation into the facts or matters stated in any resolution,
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, approval, bond or other paper or document, unless requested in writing
      to
      do so by the Certificate Insurer or the Holders of Certificates entitled to
      at
      least 25% of the Voting Rights with the written consent of the Certificate
      Insurer; provided, however, that if the payment within a reasonable time to
      the
      Trustee of the costs, expenses or liabilities likely to be incurred by it in
      the
      making of such investigation is, in the opinion of the Trustee, reasonably
      assured to the Trustee by the security afforded to it by the terms of this
      Agreement reasonable expense of every such examination shall be paid by the
      Certificateholders or the Certificate Insurer requesting the
      investigation;

     

    (f)  The
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents, nominees, custodians or
      attorneys appointed with due care, and shall not be responsible for any willful
      misconduct or negligence on the part of any agent, attorney, custodian or
      nominee so appointed;

     

    (g)  The
      Trustee shall not be required to give any bond or surety with respect to the
      execution of the trust created hereby or the powers granted hereunder;
      and

     

    (h)  Whenever
      in the administration of the provisions of this Agreement the Trustee shall
      deem
      it necessary or desirable that a matter be proved or established prior to taking
      or suffering any action to be taken hereunder, such matter (unless other
      evidence in respect thereof be herein specifically prescribed) may, in the
      absence of gross negligence or bad faith on the part of the Trustee, be deemed
      to be conclusively proved and established by a certificate signed and delivered
      to the Trustee and such certificate, in the absence of gross negligence or
      bad
      faith on the part of the Trustee, shall be full warrant to the Trustee for
      any
      action taken, suffered or omitted by it under the provisions of this Agreement
      upon the faith thereof.

     

    The
      Trustee shall have no obligation to invest and reinvest any cash held in the
      absence of timely and specific written investment direction from the Master
      Servicer. In no event shall the Trustee be liable for the selection of
      investments or for investment losses incurred thereon. The Trustee shall have
      no
      liability in respect of losses incurred as a result of the liquidation of any
      investment incurred as a result of the liquidation of any investment prior
      to
      its stated maturity or the failure of the Master Servicer to provide timely
      written investment direction.

     

    In
      order
      to comply with its duties under the U.S. Patriot Act, the Trustee shall obtain
      and verify certain information and documentation from other parties hereto,
      including, but not limited to, such party’s name, address and other identifying
      information.

     

    The
      Trustee is hereby directed by the Depositor to execute and deliver the Swap
      Administration Agreement (and any amendments or supplements to the Swap
      Administration Agreement as may be requested by the Majority Class C
      Certificateholder regarding the distributions to be made to it or its designees
      thereunder). Amounts payable by the Trustee on any Distribution Date to the
      Swap
      Administrator shall be paid by the Trustee as provided herein. The Trustee
      in
      its individual capacity shall have no responsibility for any of the
      undertakings, agreements or representations with respect to the Swap Agreement
      or the Swap Administration Agreement, including, without limitation, for making
      any payments thereunder.

     

    (i)  It
      is
      acknowledged and agreed that the Person serving as Trustee hereunder shall
      also
      serve as Swap Administrator under the Swap Administration Agreement and act
      as
      Supplemental Interest Trust Trustee under the Swap Agreement. The Trustee,
      the
      Swap Administrator and the Supplemental Interest Trust Trustee are hereby
      directed by the Depositor to execute and deliver the Swap Administration
      Agreement (and any amendments or supplements to the Swap Administration
      Agreement) and the Supplemental Interest Trust Trustee is hereby directed to
      execute and deliver the Swap Agreement, and to make the representations required
      therein. The Swap Administrator shall not have any liability for any failure
      or
      delay in payments to the Trust Fund which are required under the Swap
      Administration Agreement where such failure or delay is due to the failure
      or
      delay of the Swap Provider in making such payment to the Swap Administrator.
      Each of the Swap Administrator, the Trustee and the Supplemental Interest Trust
      Trustee shall be entitled to be indemnified and held harmless by the Trust
      Fund
      from and against any and all losses, claims, expenses or other liabilities
      that
      arise by reason of or in connection with the performance or observance by each
      of the Swap Administrator, the Trustee and the Supplemental Interest Trust
      Trustee of its duties or obligations under the Swap Agreement, except to the
      extent that the same is due to the Swap Administrator’s, the Trustee’s or the
      Supplemental Interest Trust Trustee’s gross negligence, willful misconduct or
      fraud. Any Person appointed as successor trustee pursuant to Section 8.09 shall
      also be required to serve as successor Swap Administrator and successor
      supplemental interest trust trustee under the Swap Agreement and the Swap
      Administration Agreement.

     

    Section
      8.03.  Trustee
      Not Liable for Certificates or Mortgage Loans.

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Trustee, the authentication of the Trustee on the Certificates, the
      acknowledgments of the Trustee contained in Article II) shall be taken as the
      statements of the Depositor and the Trustee assumes no responsibility for their
      correctness. The Trustee makes no representations or warranties as to the
      validity or sufficiency of this Agreement or of the Certificates (other than
      the
      signature and authentication of the Trustee on the Certificates) or of any
      Mortgage Loan or related document, or of MERS or the MERS® System. The Trustee
      shall not be accountable for the use or application by the Depositor of any
      of
      the Certificates or of the proceeds of such Certificates, or for the use or
      application of any funds paid to the Depositor or the Master Servicer in respect
      of the Mortgage Loans or deposited in or withdrawn from the Custodial Account
      by
      the Master Servicer.

     

    Section
      8.04.  Trustee
      May Own Certificates.

     

    The
      Trustee in its individual or any other capacity (other than as Trustee
      hereunder) may become the owner or pledgee of Certificates with the same rights
      it would have if it were not Trustee and may otherwise deal with the parties
      hereto.

     

    Section
      8.05.  Trustee’s
      Fees.

     

    On
      each
      Distribution Date, the Trustee shall be entitled to withdraw from the
      Certificate Account as compensation hereunder any amounts earned on funds in
      the
      Certificate Account. Such compensation (which shall not be limited by any
      provision of law in regard to the compensation of a trustee of an express trust)
      shall be paid for all services rendered by it in the execution of the trusts
      hereby created and in the exercise and performance of any of the powers and
      duties hereunder or of the Trustee. Except as otherwise provided in this
      Agreement, the Trustee and any director, officer, employee or agent of the
      Trustee shall be indemnified and held harmless by the Trust Fund against any
      claim, loss, liability, fee or expense incurred in connection with any Event
      of
      Default, any breach of this Agreement or any claim or legal action (including
      any pending or threatened claim or legal action) relating to the acceptance
      or
      administration of its trusts hereunder or the Trustee’s performance under the
      Certificates, other than any claim, loss, liability or expense (i) sustained
      in
      connection with this Agreement related to the willful misfeasance, bad faith
      or
      negligence of the Master Servicer in the performance of its duties hereunder
      or
      (ii) incurred in connection with a breach constituting willful misfeasance,
      bad
      faith or negligence of the Trustee in the performance of its duties hereunder
      or
      by reason of reckless disregard of its obligations and duties
      hereunder.

     

    The
      Master Servicer shall indemnify the Trustee and any director, officer, employee
      or agent of the Trustee against any such claim or legal action (including any
      pending or threatened claim or legal action), loss, liability, fee or expense
      that may be sustained in connection with this Agreement related to the willful
      misfeasance, bad faith, or negligence in the performance of the Master
      Servicer’s duties hereunder.

     

    The
      provisions of this Section 8.05 shall survive the resignation or removal of
      the
      Trustee or the termination of this Agreement.

     

    Section
      8.06.  Eligibility
      Requirements for Trustee.

     

    The
      Trustee hereunder shall at all times be a corporation or a national banking
      association organized and doing business under the laws of any state or the
      United States of America or the District of Columbia, authorized under such
      laws
      to exercise corporate trust powers, having a combined capital and surplus of
      at
      least $50,000,000 and subject to supervision or examination by federal or state
      authority. In addition, the Trustee shall at all times be acceptable to the
      Rating Agency rating the Certificates. If such corporation publishes reports
      of
      condition at least annually, pursuant to law or to the requirements of the
      aforesaid supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation shall be deemed
      to
      be its combined capital and surplus as set forth in its most recent report
      of
      condition so published. In case at any time the Trustee shall cease to be
      eligible in accordance with the provisions of this Section, the Trustee shall
      resign immediately in the manner and with the effect specified in Section 8.07.
      The corporation or national banking association serving as Trustee may have
      normal banking and trust relationships with the Sponsor and their affiliates
      or
      the Master Servicer and its affiliates; provided,
      however,
      that
      such corporation cannot be an affiliate of the Master Servicer other than the
      Trustee in its role as successor to the Master Servicer.

     

    Section
      8.07.  Resignation
      and Removal of the Trustee.

     

    The
      Trustee may at any time resign and be discharged from the trusts hereby created
      by giving written notice thereof to the Master Servicer; with a copy to the
      Rating Agencies and the Swap Provider; provided,
      that
      such resignation shall not be effective until a successor trustee is appointed
      and accepts appointment in accordance with the following provisions;
provided,
      however,
      that
      the resigning Trustee shall not resign and be discharged from the trusts hereby
      created until such time as the Rating Agency rating the Certificates approves
      the successor trustee. Upon receiving such notice of resignation, the Master
      Servicer shall promptly appoint a successor trustee who meets the eligibility
      requirements of Section 8.06 by written instrument, in triplicate, one copy
      of
      which instrument shall be delivered to each of the resigning Trustee and to
      the
      successor trustee. If no successor trustee shall have been so appointed and
      have
      accepted appointment within 30 days after the giving of such notice of
      resignation, the resigning Trustee may petition any court of competent
      jurisdiction for the appointment of a successor trustee.

     

    If
      at any
      time the Trustee shall cease to be eligible in accordance with the provisions
      of
      Section 8.06 and shall fail to resign after written request therefor by the
      Master Servicer, or if at any time the Trustee shall become incapable of acting,
      or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or
      of
      its property shall be appointed, or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation, the Master Servicer with the
      consent of the Certificate Insurer, which consent shall not be unreasonably
      withheld, may remove the Trustee and appoint a successor trustee who meets
      the
      eligibility requirements of Section 8.06 by written instrument, in triplicate,
      which instrument shall be delivered to the Trustee so removed and to the
      successor trustee.

     

    During
      the continuance of an Insurer Default, the Holders of Certificates entitled
      to
      at least 51% of the Voting Rights, may at any time remove the Trustee and
      appoint a successor trustee by written instrument or instruments, in triplicate,
      signed by such Holders or their attorneys-in-fact duly authorized, one complete
      set of which instruments shall be delivered to the Master Servicer, one complete
      set to the Trustee so removed and one complete set to the successor so
      appointed. A copy of such instrument shall be delivered to the
      Certificateholders and the Depositor by the Master Servicer.

     

    Any
      resignation or removal of the Trustee and appointment of a successor trustee
      pursuant to any of the provisions of this Section shall not become effective
      until acceptance of appointment by the successor trustee as provided in Section
      8.08.

     

    Section
      8.08.  Successor
      Trustee.

     

    Any
      successor trustee appointed as provided in Section 8.07 shall execute,
      acknowledge and deliver to the Master Servicer and to its predecessor trustee
      an
      instrument accepting such appointment hereunder, and thereupon the resignation
      or removal of the predecessor trustee shall become effective and such successor
      trustee, without any further act, deed or conveyance, shall become fully vested
      with all the rights, powers, duties and obligations of its predecessor
      hereunder, with the like effect as if originally named as trustee herein. The
      predecessor trustee shall after payment of its outstanding fees and expenses,
      promptly deliver to the successor trustee all assets and records of the Trust
      Fund held by it hereunder, and the Master Servicer and the predecessor trustee
      shall execute and deliver all such instruments and do such other things as
      may
      reasonably be required for more fully and certainly vesting and confirming
      in
      the successor trustee all such rights, powers, duties and
      obligations.

     

    No
      successor trustee shall accept appointment as provided in this Section unless
      at
      the time of such acceptance such successor trustee shall be eligible under
      the
      provisions of Section 8.06.

     

    Upon
      acceptance of appointment by a successor trustee as provided in this Section,
      the Master Servicer shall mail notice of the succession of such trustee
      hereunder to all Holders of Certificates at their addresses as shown in the
      Certificate Register. If the Master Servicer fails to mail such notice within
      ten days after acceptance of appointment by the successor trustee, the successor
      trustee shall cause such notice to be mailed at the expense of the Master
      Servicer.

     

    Section
      8.09.  Merger
      or Consolidation of Trustee.

     

    Any
      state
      bank or trust company or corporation or national banking association into which
      the Trustee may be merged or converted or with which it may be consolidated
      or
      any state bank or trust company or national banking association resulting from
      any merger, conversion or consolidation to which the Trustee shall be a party,
      or any state bank or trust company or corporation or national banking
      association succeeding to all or substantially all of the corporate trust
      business of the Trustee, shall be the successor of the Trustee hereunder,
      provided such state bank or trust company or corporation or national banking
      association shall be eligible under the provisions of Section 8.06 without
      the
      execution or filing of any paper or any further act on the part of any of the
      parties hereto, anything herein to the contrary notwithstanding.

     

    Section
      8.10.  Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of the Trust Fund or property
      securing the same may at the time be located, the Master Servicer and the
      Trustee acting jointly shall have the power and shall execute and deliver all
      instruments to appoint one or more Persons approved by the Trustee to act as
      co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
      separate trustees, of all or any part of the Trust Fund, and to vest in such
      Person or Persons, in such capacity, such title to the Trust Fund, or any part
      thereof, and, subject to the other provisions of this Section 8.10, such powers,
      duties, obligations, rights and trusts as the Master Servicer and the Trustee
      may consider necessary or desirable. If the Master Servicer shall not have
      joined in such appointment within 15 days after the receipt by it of a request
      so to do, or in case an Event of Default shall have occurred and be continuing,
      the Trustee alone shall have the power to make such appointment without the
      Master Servicer. No co-trustee or separate trustee hereunder shall be required
      to meet the terms of eligibility as a successor trustee under Section 8.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section 8.08
      hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 8.10, all rights, powers, duties and obligations conferred or imposed
      upon the Trustee and required to be conferred or such co-trustee shall be
      conferred or imposed upon and exercised or performed by the Trustee and such
      separate trustee or co-trustee jointly, except to the extent that under any
      law
      of any jurisdiction in which any particular act or acts are to be performed
      (whether as Trustee hereunder or as successor to the Master Servicer hereunder),
      the Trustee shall be incompetent or unqualified to perform such act or acts,
      in
      which event such rights, powers, duties and obligations (including the holding
      of title to the Trust Fund or any portion thereof in any such jurisdiction)
      shall be exercised and performed by such separate trustee or co-trustee at
      the
      direction of the Trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee.

     

     

    ARTICLE
      IX

     

    TERMINATION

     

    Section
      9.01.  Termination
      Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of
      Certificates.

     

    (a)  Subject
      to Section 9.03, the respective obligations and responsibilities of the
      Depositor, the Master Servicer and the Trustee created hereby (other than the
      obligations of the Master Servicer to the Trustee pursuant to Section 8.05
      and
      of the Master Servicer to provide for and the Trustee to make payments to
      Certificateholders as hereafter set forth) shall terminate upon payment to
      the
      Certificateholders of all amounts held by or on behalf of the Trustee and
      required to be paid to them hereunder following the earlier to occur of (i)
      the
      repurchase by the Master Servicer or its designee of all Mortgage Loans and
      each
      REO Property in respect thereof remaining in the Trust Fund at a price equal
      to
      (a) 100% of the unpaid principal balance of each Mortgage Loan (other than
      one
      as to which a REO Property was acquired) on the day of repurchase together
      with
      accrued interest on such unpaid principal balance at the Net Mortgage Rate
      to
      the first day of the month in which the proceeds of such repurchase are to
      be
      distributed, plus (b) the appraised value of any REO Property (but not more
      than
      the unpaid principal balance of the related Mortgage Loan, together with accrued
      interest on that balance at the Net Mortgage Rate to the first day of the month
      such repurchase price is distributed), less the good faith estimate of the
      Master Servicer of liquidation expenses to be incurred in connection with its
      disposal thereof, such appraisal to be conducted by an appraiser mutually agreed
      upon by the Master Servicer and the Trustee at the expense of the Master
      Servicer and plus (c) any Swap Termination Payment payable to the Swap Provider
      which remains unpaid or which is due to the exercise of such option and plus
      (d)
      any unreimbursed amounts owed to the Certificate Insurer under the Certificate
      Guaranty Insurance Policy, and (ii) the final payment or other liquidation
      (or
      any Advance with respect thereto) of the last Mortgage Loan remaining in the
      Trust Fund (or the disposition of all REO Property in respect thereof);
provided,
      however,
      that in
      no event shall the trust created hereby continue beyond the earlier of (i)
      the
      Distribution Date occurring in March 2036 and (ii) the expiration of 21 years
      from the death of the last survivor of the descendants of Joseph P. Kennedy,
      the
      late ambassador of the United States to the Court of St. James, living on the
      date hereof, and provided further,
      that
      the purchase price set forth above shall be increased as is necessary, as
      determined by the Master Servicer, to avoid disqualification of any of REMIC
      1,
      REMIC 2 or REMIC 3 as a REMIC. In the case of any repurchase by the Master
      Servicer pursuant to clause (i), the Master Servicer shall exercise reasonable
      efforts to cooperate fully with the Trustee in effecting such repurchase and
      the
      transfer of the Mortgage Loans and related Mortgage Files and related records
      to
      the Master Servicer. 

     

    The
      right
      of the Master Servicer or its designee to repurchase all Mortgage Loans pursuant
      to (i) above shall be conditioned upon the Aggregate Stated Principal Balance
      of
      such Mortgage Loans at the time of any such repurchase aggregating an amount
      equal to or less than 10% of the Cut-off Date Balance of the Mortgage Loans;
      provided,
      however, that
      no
      such purchase will be permitted if it would result in a draw on the Certificate
      Guaranty Insurance Policy, unless the Certificate Insurer consents in writing
      to
      such purchase. If such right is exercised, the Master Servicer upon such
      repurchase shall provide to the Trustee, notice of such exercise prior to the
      Determination Date in the month preceding the month of purchase and the
      certification required by Section 3.16.

     

    Written
      notice of any termination, specifying the Distribution Date upon which the
      Certificateholders may surrender their Certificates to the Trustee for payment
      of the final distribution and cancellation, shall be given promptly by the
      Trustee by letter to the Certificateholders and the Certificate Insurer mailed
      (a) in the event such notice is given in connection with the Master Servicer’s
      election to repurchase, not earlier than the 15th day and not later than the
      25th day of the month next preceding the month of such final distribution or
      (b)
      otherwise during the month of such final distribution on or before the
      Determination Date in such month, in each case specifying (i) the Distribution
      Date upon which final payment of the Certificates will be made upon presentation
      and surrender of Certificates at the office of the Trustee therein designated,
      (ii) the amount of any such final payment and (iii) that the Record Date
      otherwise applicable to such Distribution Date is not applicable, payments
      being
      made only upon presentation and surrender of the Certificates at the office
      of
      the Trustee therein specified. In the event such notice is given in connection
      with the Master Servicer or its designee’s election to repurchase, the Master
      Servicer or its designee shall deliver to the Trustee for deposit in the
      Certificate Account on the Business Day immediately preceding the Distribution
      Date specified in such notice an amount equal to the above-described repurchase
      price payable out of its own funds. Upon presentation and surrender of the
      Certificates by the Certificateholders, the Trustee shall first, pay itself
      its
      fee for such Distribution Date (as described in Section 8.05 ) and any other
      amounts owing to the Trustee under this Agreement, and second, distribute to
      the
      Certificateholders and the Certificate Insurer (i) the amount otherwise
      distributable on such Distribution Date, if not in connection with the Master
      Servicer’s election to repurchase, or (ii) if the Master Servicer elected to so
      repurchase, an amount determined as follows: with respect to each Regular
      Certificate, the outstanding Certificate Principal Balance thereof, plus with
      respect to each Regular Certificate (other than the Class P Certificates),
      one
      month’s interest thereon at the applicable Pass-Through Rate and any Unpaid
      Interest Shortfall Amount, plus with respect to each Offered Certificate, any
      unpaid Allocated Realized Loss Amount; and with respect to the Class R
      Certificates, the Percentage Interest evidenced thereby multiplied by the
      difference, if any, between the above described repurchase price and the
      aggregate amount to be distributed to the Holders of the Regular Certificates,
      subject to the priorities set forth in Section 4.01; and with respect to the
      Certificate Insurer, any amounts owed under the Certificate Guaranty Insurance
      Policy. Notwithstanding the foregoing, by acceptance of the Class R
      Certificates, the Holders of the Class R Certificates agree, in connection
      with
      any termination hereunder, to assign and transfer any amounts received in
      respect of such termination to the Holders of the Class C Certificates and
      to
      pay any such amounts to the Holders of the Class C Certificates. Upon
      certification to the Trustee and the Custodian by a Servicing Officer, following
      such final deposit, the Custodian shall promptly release the Mortgage Files
      as
      directed by the Master Servicer for the remaining Mortgage Loans, and the
      Trustee shall execute all assignments, endorsements and other instruments
      required by the Master Servicer as being necessary to effectuate such
      transfer.

     

    In
      the
      event that all of the Certificateholders shall not surrender their Certificates
      for cancellation within six months after the time specified in the
      above-mentioned notice, the Trustee shall give a second notice to the remaining
      Certificateholders to surrender their Certificates for cancellation and receive
      the final distribution with respect thereto. If within six months after the
      second notice all of the Certificates shall not have been surrendered for
      cancellation, the Trustee shall take reasonable steps as directed by the
      Depositor in writing, or appoint an agent to take reasonable steps, to contact
      the remaining Certificateholders concerning surrender of their Certificates,
      and
      the cost thereof shall be paid out of the funds and other assets which remain
      subject hereto. If within nine months after the second notice all the
      Certificates shall not have been surrendered for cancellation, the Class R
      Certificateholders shall be entitled to all unclaimed funds and other assets
      which remain subject hereto.

     

    Section
      9.02.  Termination
      of REMIC 2.

     

    REMIC
      2
      shall be terminated on the earlier of the Final Distribution Date and the date
      on which it is deemed to receive the last deemed distributions on the REMIC
      1
      Regular Interests and the last distribution due on the REMIC 2 Regular Interests
      and the Class R Certificates (in respect of the Class R-2 Interest) is
      made.

     

    Section
      9.03.  Additional
      Termination Requirements.

     

    (a)  In
      the
      event the Master Servicer repurchases the Mortgage Loans as provided in Section
      9.01, the Trust Fund shall be terminated in accordance with the following
      additional requirements, unless the Master Servicer, at its own expense, obtains
      for the Trustee an Opinion of Counsel to the effect that the failure of the
      Trust Fund to comply with the requirements of this Section 9.03 will not (i)
      result in the imposition on the Trust of taxes on “prohibited transactions,” as
      described in Section 860F of the Code, or (ii) cause either REMIC 1, REMIC
      2 or
      REMIC 3 to fail to qualify as a REMIC at any time that any Certificate is
      outstanding:

     

    (i)  The
      Trustee shall establish a 90-day liquidation period for REMIC 1 and REMIC 2,
      as
      the case may be, and specify the first day of such period in a statement
      attached to the Trust Fund’s final Tax Return pursuant to Treasury regulations
      Section 1.860F-1. The Trustee also shall satisfy all of the requirements of
      a
      qualified liquidation for REMIC 1 and REMIC 2, as the case may be, under Section
      860F of the Code and regulations thereunder; and

     

    (ii)  The
      Master Servicer shall notify the Trustee at the commencement of such 90-day
      liquidation period and, at or prior to the time of making of the final payment
      on the Certificates, the Trustee shall sell or otherwise dispose of all of
      the
      remaining assets of the Trust Fund in accordance with the terms
      hereof.

     

    (b)  Each
      Holder of a Certificate and the Trustee hereby irrevocably approves and appoints
      the Master Servicer as its attorney-in-fact to adopt a plan of complete
      liquidation for REMIC 1 and REMIC 2 at the expense of the Trust Fund in
      accordance with the terms and conditions of this Agreement.ARTICLE
      X

     

     

    ARTICLE
      X

     

    REMIC
      PROVISIONS

     

    Section
      10.01.  REMIC
      Administration.

     

    (a)  The
      Trustee shall make an election to treat the Trust Fund as three REMICs under
      the
      Code and, if necessary, under applicable state law. Each such election will
      be
      made on Form 1066 or other appropriate federal tax or information return
      (including Form 8811) or any appropriate state return for the taxable year
      ending on the last day of the calendar year in which the Certificates are
      issued. For the purposes of the REMIC elections in respect of the Trust Fund,
      (i) the Class R-1 Interest will constitute the sole Class of “residual interest”
in REMIC 1, and (ii) the Class R-2 Interest will constitute the sole Class
      of
“residual interest” in REMIC 2, and the Regular Certificates shall be designated
      as the “regular interest” in REMIC 2. The Master Servicer and the Trustee shall
      not permit the creation of any “interests” (within the meaning of Section 860G
      of the Code) in REMIC 1, REMIC 2 or REMIC 3 other than the REMIC 1 Regular
      Interests and the Class R-1 Interest (in the case of REMIC 1), and the Regular
      Certificates and the Class R-2 Interest (in the case of REMIC 2). The Trustee
      will apply for an Employee Identification Number from the IRS via form SS-4
      or
      any other acceptable method for each of REMIC 1 and REMIC 2.

     

    (b)  The
      Closing Date is hereby designated as the “startup day” of the Trust Fund within
      the meaning of Section 860G(a)(9) of the Code.

     

    (c)  The
      Trustee shall pay out of its own funds, without any right of reimbursement,
      any
      and all expenses relating to any tax audit of the REMICs (including, but not
      limited to, any professional fees or any administrative or judicial proceedings
      with respect to the REMICs that involve the Internal Revenue Service or state
      tax authorities), other than the expense of obtaining any tax-related Opinion
      of
      Counsel except as specified herein. The Trustee, as agent for the REMICs’ tax
      matters person, shall (i) act on behalf of the REMICs in relation to any tax
      matter or controversy involving the Trust Fund and (ii) represent the Trust
      Fund
      in any administrative or judicial proceeding relating to an examination or
      audit
      by any governmental taxing authority with respect thereto. By their acceptance
      thereof, the Holder of the largest Percentage Interest of the Class R
      Certificates hereby agrees to irrevocably appoint the Trustee or an Affiliate
      as
      its agent to perform all of the duties of the tax matters person for the
      REMICs.

     

    (d)  The
      Trustee shall prepare, sign and file all of the Tax Returns (including Form
      8811, which must be filed within 30 days of the Closing Date) in respect of
      the
      REMICs created hereunder. The expenses of preparing and filing such returns
      shall be borne by the Trustee without any right of reimbursement therefor.
      The
      Master Servicer shall provide on a timely basis to the Trustee or its designee
      such information with respect to the assets of the REMICs as is in its
      possession and reasonably required by the Trustee to enable it to perform its
      obligations under this Article X.

     

    (e)  The
      Trustee shall perform on behalf of the REMICs all reporting and other tax
      compliance duties that are the responsibility of the REMICs under the Code,
      the
      REMIC Provisions or other compliance guidance issued by the Internal Revenue
      Service or any state or local taxing authority. Among its other duties, as
      required by the Code, the REMIC Provisions or other such compliance guidance,
      the Trustee shall provide (i) to any Transferor of a Class R Certificate such
      information as is necessary for the application of any tax relating to the
      transfer of a Class R Certificate to any Person who is not a Permitted
      Transferee, (ii) to the Certificateholders such information or reports as are
      required by the Code or the REMIC Provisions including reports relating to
      interest, original issue discount and market discount or premium (using the
      Prepayment Assumption as required) and (iii) to the Internal Revenue Service
      the
      name, title, address and telephone number of the person who will serve as the
      representative of the REMICs. The Master Servicer shall provide on a timely
      basis to the Trustee such information with respect to the assets of the REMICs,
      including, without limitation, the Mortgage Loans, as is in its possession
      and
      reasonably required by the Trustee to enable it to perform its obligations
      under
      this subsection. In addition, the Depositor shall provide or cause to be
      provided to the Trustee, within ten (10) days after the Closing Date, all
      information or data that the Trustee reasonably determines to be relevant for
      tax purposes as to the valuations and issue prices of the Certificates,
      including, without limitation, the price, yield, prepayment assumption and
      projected cash flow of the Certificates.

     

    (f)  The
      Trustee shall take such action and shall cause the REMICs created hereunder
      to
      take such action as shall be necessary to create or maintain the status thereof
      as REMICs under the REMIC Provisions (and the Master Servicer shall assist
      it,
      to the extent reasonably requested by it). The Trustee shall not take any
      action, cause the Trust Fund to take any action or fail to take (or fail to
      cause to be taken) any action that, under the REMIC Provisions, if taken or
      not
      taken, as the case may be, could (i) endanger the status of the REMIC 1, REMIC
      2
      or REMIC 3 as REMICs or (ii) result in the imposition of a tax upon the REMICs
      (including but not limited to the tax on prohibited transactions as defined
      in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth
      in Section 860G(d) of the Code) (either such event, an “Adverse REMIC Event”)
      unless the Trustee has received an Opinion of Counsel, addressed to the Trustee
      (at the expense of the party seeking to take such action but in no event at
      the
      expense of the Trustee) to the effect that the contemplated action will not,
      with respect to the REMICs created hereunder, endanger such status or result
      in
      the imposition of such a tax, nor shall the Master Servicer take or fail to
      take
      any action (whether or not authorized hereunder) as to which the Trustee has
      advised it in writing that it has received an Opinion of Counsel to the effect
      that an Adverse REMIC Event could occur with respect to such action. In
      addition, prior to taking any action with respect to the REMICs or the assets
      of
      the REMICs, or causing the REMICs to take any action, which is not contemplated
      under the terms of this Agreement, the Master Servicer will consult with the
      Trustee or its designee, in writing, with respect to whether such action could
      cause an Adverse REMIC Event to occur with respect to the Trust Fund, and the
      Master Servicer shall not take any such action or cause the Trust Fund to take
      any such action as to which the Trustee has advised it in writing that an
      Adverse REMIC Event could occur. The Trustee may consult with counsel to make
      such written advice, and the cost of same shall be borne by the party seeking
      to
      take the action not permitted by this Agreement, but in no event shall such
      cost
      be an expense of the Trustee. At all times as may be required by the Code,
      the
      Trustee will ensure that substantially all of the assets of the REMICs created
      hereunder will consist of “qualified mortgages” as defined in Section 860G(a)(3)
      of the Code and “permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    (g)  In
      the
      event that any tax is imposed on “prohibited transactions” of the REMICs created
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income from
      foreclosure property” of the REMICs as defined in Section 860G(c) of the Code,
      on any contributions to the REMICs after the Startup Day therefor pursuant
      to
      Section 860G(d) of the Code, or any other tax is imposed by the Code or any
      applicable provisions of state or local tax laws, such tax shall be charged
      (i)
      to the Trustee pursuant to Section 10.03 hereof, if such tax arises out of
      or
      results from a breach by the Trustee of any of its obligations under this
      Article X, (ii) to the Master Servicer pursuant to Section 10.03 hereof, if
      such
      tax arises out of or results from a breach by the Master Servicer of any of
      its
      obligations under Article III or this Article X, or otherwise, (iii) to the
      Master Servicer as provided in Section 3.05 and (iv) against amounts on deposit
      in the Certificate Account and shall be paid by withdrawal therefrom to the
      extent not required to be paid by the Master Servicer or the Trustee pursuant
      to
      another provision of this Agreement.

     

    (h)  On
      or
      before April 15 of each calendar year, commencing April 15, 2006, the Trustee
      shall deliver to the Master Servicer and the Rating Agency a Certificate from
      a
      Responsible Officer of the Trustee stating the Trustee’s compliance with this
      Article X.

     

    (i)  The
      Trustee shall, for federal income tax purposes, maintain books and records
      with
      respect to the REMICs on a calendar year and on an accrual basis.

     

    (j)  Following
      the Startup Day, the Trustee shall not accept any contributions of assets to
      the
      REMICs other than in connection with any Qualified Substitute Mortgage Loan
      delivered in accordance with Section 2.04 unless it shall have received an
      Opinion of Counsel to the effect that the inclusion of such assets in the REMICs
      will not cause the REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as REMICs
      at
      any time that any Certificates are outstanding or subject either REMIC 1, REMIC
      2 or REMIC 3 to any tax under the REMIC Provisions or other applicable
      provisions of federal, state and local law or ordinances.

     

    (k)  Neither
      the Trustee nor the Master Servicer shall enter into any arrangement by which
      the REMICs will receive a fee or other compensation for services nor permit
      the
      REMICs to receive any income from assets other than “qualified mortgages” as
      defined in Section 860G(a)(3) of the Code or “permitted investments” as defined
      in Section 860G(a)(5) of the Code.

     

    Section
      10.02.  Prohibited
      Transactions and Activities.

     

    None
      of
      the Depositor, the Master Servicer or the Trustee shall sell, dispose of or
      substitute for any of the Mortgage Loans (except in connection with (i) the
      foreclosure of a Mortgage Loan, including but not limited to, the acquisition
      or
      sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii)
      the
      bankruptcy of the Trust Fund, (iii) the termination of REMIC 1, REMIC 2 or
      REMIC
      3 pursuant to Article IX of this Agreement, (iv) a substitution pursuant to
      Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to
      Article II or III of this Agreement), nor acquire any assets for the Trust
      Fund
      (other than REO Property acquired in respect of a defaulted Mortgage Loan),
      nor
      sell or dispose of any investments in the Custodial Account or the Certificate
      Account for gain, nor accept any contributions to the REMICs after the Closing
      Date (other than a Qualified Substitute Mortgage Loan delivered in accordance
      with Section 2.04), unless it has received an Opinion of Counsel, addressed
      to
      the Trustee (at the expense of the party seeking to cause such sale,
      disposition, substitution, acquisition or contribution but in no event at the
      expense of the Trustee) that such sale, disposition, substitution, acquisition
      or contribution will not (a) affect adversely the status of REMIC 1, REMIC
      2 or
      REMIC 3 as REMICs or (b) cause the Trust Fund to be subject to a tax on
“prohibited transactions” or “contributions” pursuant to the REMIC
      Provisions.

     

    Section
      10.03.  Master
      Servicer and Trustee Indemnification.

     

    (a)  The
      Trustee agrees to indemnify the Trust Fund, the Depositor, and the Master
      Servicer for any taxes and costs including, without limitation, any reasonable
      attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor or the
      Master Servicer, as a result of a breach of the Trustee’s covenants set forth in
      this Article X.

     

    (b)  The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor and the
      Trustee for any taxes and costs including, without limitation, any reasonable
      attorneys’ fees imposed on or incurred by the Trust Fund, the Certificate
      Insurer, the Depositor or the Trustee, as a result of a breach of the Master
      Servicer’s covenants set forth in Article III or this Article X, in each case
      with respect to compliance with the REMIC Provisions.

     

     

    ARTICLE
      XI

     

    MISCELLANEOUS
      PROVISIONS

     

    Section
      11.01.  Amendment.

     

    This
      Agreement may be amended from time to time by the Depositor, the Master Servicer
      and the Trustee, with the consent of the Certificate Insurer and without the
      consent of any of the Certificateholders or the Swap Provider, (i) to cure
      any
      ambiguity, (ii) to correct or supplement any provisions herein which may be
      defective or inconsistent with any other provisions herein or to correct any
      error, (iii) to amend this Agreement in any respect subject to the provisions
      in
      clauses (A) and (B) below, or (iv) if such amendment, as evidenced by an Opinion
      of Counsel (provided by the Person requesting such amendment) delivered to
      the
      Trustee, is reasonably necessary to comply with any requirements imposed by
      the
      Code or any successor or amendatory statute or any temporary or final
      regulation, revenue ruling, revenue procedure or other written official
      announcement or interpretation relating to federal income tax laws or any
      proposed such action which, if made effective, would apply retroactively to
      the
      Trust Fund at least from the effective date of such amendment; provided
      that
      such action (except any amendment described in (iv) above) shall not adversely
      affect in any material respect the interests of any Certificateholder (other
      than Certificateholders who shall consent to such amendment) and the Certificate
      Insurer, as evidenced by (A) an Opinion of Counsel (provided by the Person
      requesting such amendment) delivered to the Trustee, the Certificate Insurer
      and
      (B) a letter from each Rating Agency, confirming that such amendment shall
      not
      cause it to lower its rating on any of the Certificates without taking the
      Certificate Guaranty Insurance Policy into account.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Master
      Servicer and the Trustee and Holders of Certificates entitled to at least
      66-2/3% of the Voting Rights for the purpose of adding any provisions to or
      changing in any manner or eliminating any of the provisions of this Agreement
      or
      of modifying in any manner the rights of the Holders of Certificates;
provided,
      however,
      that no
      such amendment shall (i) reduce in any manner the amount of, or delay the timing
      of, payments received on Mortgage Loans which are required to be distributed
      on
      any Certificate without the consent of the Holder of such Certificate, (ii)
      adversely affect in any material respect the interests of the Holders of any
      Class of Certificates in a manner other than as described in (i), without the
      consent of the Holders of Certificates of such Class evidencing at least 66-2/3%
      of the Voting Rights of such Class, or (iii) reduce the aforesaid percentage
      of
      Certificates the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all Certificates then outstanding.
      Notwithstanding any other provision of this Agreement, for purposes of the
      giving or withholding of consents pursuant to this Section 11.01, Certificates
      registered in the name of the Sponsor or the Master Servicer or any affiliate
      thereof shall be entitled to Voting Rights with respect to matters described
      in
      (i), (ii) and (iii) of this paragraph.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel (provided by the Person requesting such amendment) to the effect that
      such amendment will not result in the imposition of any tax on either REMIC
      1,
      REMIC 2 or REMIC 3 pursuant to the REMIC Provisions or cause either REMIC 1,
      REMIC 2 or REMIC 3 to fail to qualify as a REMIC at any time that any
      Certificates are outstanding.

     

    Promptly
      after the execution of any such amendment the Trustee shall furnish a copy
      of
      such amendment or a written statement describing the amendment to each
      Certificateholder, with a copy to the Rating Agencies and the Swap
      Provider.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 11.01
      to approve the particular form of any proposed amendment, but it shall be
      sufficient if such consent shall approve the substance thereof. The manner
      of
      obtaining such consents and of evidencing the authorization of the execution
      thereof by Certificateholders shall be subject to such reasonable regulations
      as
      the Trustee may prescribe.

     

    Notwithstanding
      any of the other provisions of this Section 11.01, none of the Depositor, the
      Master Servicer or the Trustee shall enter into any amendment to Section 4.09
      or
      Section 4.01(e)(vi) of this Agreement without the prior written consent of
      the
      Swap Provider and shall not enter into an amendment that has a materially
      adverse effect on the Swap Provider without the Swap Provider’s
      consent.

     

    Prior
      to
      executing any amendment pursuant to this Section, the Trustee shall be entitled
      to receive an Opinion of Counsel (provided by the Person requesting such
      amendment) to the effect that such amendment is authorized or permitted by
      this
      Agreement. The cost of any Opinion of Counsel delivered pursuant to this Section
      11.01 shall be an expense of the party requesting such amendment, but in any
      case shall not be an expense of the Trustee.

     

    The
      Trustee may, but shall not be obligated to, enter into any amendment pursuant
      to
      this Section that affects its rights, duties and immunities under this Agreement
      or otherwise.

     

    Section
      11.02.  Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Master Servicer at the
      expense of the Certificateholders, but only upon direction of the Depositor
      accompanied by an Opinion of Counsel to the effect that such recordation
      materially and beneficially affects the interests of the
      Certificateholders.

     

    For
      the
      purpose of facilitating the recordation of this Agreement as herein provided
      and
      for other purposes, this Agreement may be executed simultaneously in any number
      of counterparts, each of which counterparts shall be deemed to be an original,
      and such counterparts shall constitute but one and the same
      instrument.

     

    Section
      11.03.  Limitation
      on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

    No
      Certificateholder shall have any right to vote (except as expressly provided
      for
      herein) or in any manner otherwise control the operation and management of
      the
      Trust Fund, or the obligations of the parties hereto, nor shall anything herein
      set forth, or contained in the terms of the Certificates, be construed so as
      to
      constitute the Certificateholders from time to time as partners or members
      of an
      association; nor shall any Certificateholder be under any liability to any
      third
      party by reason of any action taken by the parties to this Agreement pursuant
      to
      any provision hereof.

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trustee a notice of an Event of Default, or of a default
      by
      the Sponsor or the Trustee in the performance of any obligation hereunder,
      and
      of the continuance thereof, as hereinbefore provided, and unless also the
      Holders of Certificates entitled to at least 51% of the Voting Rights shall
      have
      made written request upon the Trustee to institute such action, suit or
      proceeding in its own name as Trustee hereunder and shall have offered to the
      Trustee such reasonable indemnity as it may require against the costs, expenses
      and liabilities to be incurred therein or thereby, and the Trustee, for 60
      days
      after its receipt of such notice, request and offer of indemnity, shall have
      neglected or refused to institute any such action, suit or proceeding. It is
      understood and intended, and expressly covenanted by each Certificateholder
      with
      every other Certificateholder and the Trustee, that no one or more Holders
      of
      Certificates shall have any right in any manner whatever by virtue of any
      provision of this Agreement to affect, disturb or prejudice the rights of the
      Holders of any other of such Certificates, or to obtain or seek to obtain
      priority over or preference to any other such Holder, or to enforce any right
      under this Agreement, except in the manner herein provided and for the equal,
      ratable and common benefit of all Certificateholders. For the protection and
      enforcement of the provisions of this Section, each and every Certificateholder
      and the Trustee shall be entitled to such relief as can be given either at
      law
      or in equity.

     

    Section
      11.04.  Governing
      Law.

     

    This
      Agreement and the Certificates shall be construed in accordance with the laws
      of
      the State of New York and the obligations, rights and remedies of the parties
      hereunder shall be determined in accordance with such laws.

     

    Section
      11.05.  Notices.

     

    All
      demands, notices and direction hereunder shall be in writing and shall be deemed
      effective upon receipt when delivered to (a) in the case of the Depositor,
      1401
      Dove Street, Newport Beach, California 92660, Attention: General Counsel, or
      such other address as may hereafter be furnished to the other parties hereto
      in
      writing; (b) in the case of Impac Funding, 1401 Dove Avenue, Newport Beach,
      California 92660, Attention: General Counsel, or such other address as may
      hereafter be furnished to the other parties hereto in writing; (c) in the case
      of the Trustee, to its Corporate Trust Office, or such other address as may
      hereafter be furnished to the other parties hereto in writing; or (d) in the
      case of the Rating Agencies, [Standard & Poor’s, 55 Water Street,
      41st
      Floor,
      New York, NY 10041], Attention: Asset Backed Surveillance Department; and
      [Moody’s, Moody’s Investors Service, Inc., 99 Church Street, New York, New York
      10007]; (e) in the case of the ____________________, Attention: ____________
      or
      such other address as may be hereafter furnished to the Depositor, the Trustee
      and the Master Servicer in writing by the Certificate Insurer; or (f) in the
      case of the Swap Provider, ____________________, Attention: ____________. Any
      notice required or permitted to be mailed to a Certificateholder shall be given
      by first class mail, postage prepaid, at the address of such Holder as shown
      in
      the Certificate Register. Any notice so mailed within the time prescribed in
      this Agreement shall be conclusively presumed to have been duly given, whether
      or not the Certificateholder receives such notice.

     

    Section
      11.06.  Severability
      of Provisions.

     

    If
      any
      one or more of the covenants, agreements, provisions or terms of this Agreement
      shall be for any reason whatsoever held invalid, then such covenants,
      agreements, provisions or terms shall be deemed severable from the remaining
      covenants, agreements, provisions or terms of this Agreement and shall in no
      way
      affect the validity or enforceability of the other provisions of this Agreement
      or of the Certificates or the rights of the Holders thereof.

     

    Section
      11.07.  Successors
      and Assigns.

     

    The
      provisions of this Agreement shall be binding upon and inure to the benefit
      of
      the respective successors and assigns of the parties hereto, and all such
      provisions shall inure to the benefit of the Trustee, the Certificate Insurer
      and the Certificateholders.

     

    Section
      11.08.  Article
      and Section Headings.

     

    The
      article and Section headings herein are for convenience of reference only,
      and
      shall not limit or otherwise affect the meaning hereof.

     

    Section
      11.09.  Notice
      to Rating Agencies.

     

    The
      Trustee shall use its best efforts to promptly provide notice to each Rating
      Agency and the Certificate Insurer referred to below with respect to each of
      the
      following of which it has actual knowledge:

     

    1.
      Any
      material change or amendment to this Agreement;

     

    2.
      The
      occurrence of any Event of Default that has not been cured;

     

    3.
      The
      resignation or termination of the Master Servicer or the Trustee;

     

    4.
      The
      repurchase or substitution of Mortgage Loans pursuant to Section
      2.04;

     

    5.
      The
      final payment to Certificateholders; and

     

    6.
      Any
      change in the location of the Custodial Account or the Certificate
      Account.

     

    In
      addition, the Trustee shall promptly furnish to the Rating Agency copies of
      each
      report to Certificateholders described in Section 4.02; and the Master Servicer
      shall promptly furnish to the Rating Agency copies of each annual independent
      public accountants’ servicing report received as described in Section
      3.20.

     

    Any
      such
      notice pursuant to this Section 11.09 shall be in writing and shall be deemed
      to
      have been duly given if personally delivered or mailed by first class mail,
      postage prepaid, or by express delivery service to (i) in the case of [Standard
      & Poor’s, 55 Water Street, 41st
      Floor,
      New York, New York 10041], Attention: [Asset Backed Surveillance Department]
      and
      (ii) in the case of [Moody’s, 99 Church Street, New York, New York 10007], or,
      in each case, such other address as either such Rating Agency may designate
      in
      writing to the parties thereto.

     

    Section
      11.10.  Rights
      of the Certificate Insurer.

     

    (a)  The
      Certificate Insurer is an express third-party beneficiary of this
      Agreement.

     

    (b)  On
      each
      Distribution Date the Trustee shall make available to the Certificate Insurer
      a
      copy of the reports made available to the Certificateholders and the Depositor
      on such Distribution Date.

     

    (c)  The
      Trustee shall provide to the Certificate Insurer copies of any report, notice,
      Opinion of Counsel, Officers’ Certificate, request for consent or request for
      amendment to any document related hereto promptly upon the Trustee’s production
      or receipt thereof.

     

    (d)  Unless
      an
      Insurer Default exists, the Trustee and the Depositor shall not agree to any
      amendment to this Agreement without first having obtained the prior written
      consent of the Certificate Insurer, which consent shall not be unreasonably
      withheld.

     

    (e)  So
      long
      as there does not exist a failure by the Certificate Insurer to make a required
      payment under the Policy, the Certificate Insurer shall have the right to
      exercise all rights of the Holders of the Class A-1W Certificates under this
      Agreement without any consent of such Holders, and such Holders may exercise
      such rights only with the prior written consent of the Certificate Insurer,
      except as provided herein.

     

    (f)  The
      Certificate Insurer shall not be entitled to exercise any of its rights
      hereunder so long as there exists a failure by the Certificate Insurer to make
      a
      required payment under the Certificate Guaranty Insurance Policy.

     

    Section
      11.11.  Third
      Party Rights.

     

    The
      Swap
      Provider and the Swap Administrator shall be third-party beneficiaries of this
      Agreement to the same extent as if they were parties hereto, and shall have
      the
      right to enforce the provisions of this Agreement.

     

     

    IN
      WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have caused
      their names to be signed hereto by their respective officers thereunto duly
      authorized all as of the day and year first above written.

     

    
      	 	 	 
	 	
              IMPAC
                SECURED ASSETS CORP.,

              Depositor

            
	 
 	 
 	 
 
	 	By:  	 
	 	Name:    	
              

            
	 	Title: 	 


    

     

    
      
        	 	 	 
	 	
                
                  IMPAC
                    FUNDING CORPORATION

                  Master
                    Servicer

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	Name:    	
                

              
	 	Title: 	 


      

       

      
        	 	 	 
	 	
                
                  
                    [NAME
                      OF THE TRUSTEE]

                    Trustee

                  

                

              
	 
 	 
 	 
 
	 	By:  	 
	 	Name:    	
                

              
	 	Title: 	 


      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              	 
	 	
                )
                  

              	
                ss.:

              
	
                COUNTY
                  OF ORANGE

              	
                )

              	 


      

       

    

    On
      the
      ___ day of ___________, 200_, before me, a notary public in and for said State,
      personally appeared ___________, known to me to be the ___________ of Impac
      Secured Assets Corp., one of the corporations that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said corporation, and acknowledged to me that such corporation executed the
      within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    ______________________________

     

    Notary
      Public

     

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    

      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              	 
	 	
                )
                  

              	
                ss.:

              
	
                COUNTY
                  OF ORANGE

              	
                )

              	 


      



    On
      the
      ___ day of _________, 200_, before me, a notary public in and for said State,
      personally appeared _____________, known to me to be ________________ of Impac
      Funding Corporation, one of the corporations that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said corporation, and acknowledged to me that such corporation executed the
      within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    ______________________________

     

    Notary
      Public

     

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    

      
        	
                STATE
                  OF CALIFORNIA

              	
                )

              	 
	 	
                )
                  

              	
                ss.:

              
	
                COUNTY
                  OF ORANGE

              	
                )

              	 


      

    

    
 

    On
      the
      ___ day of ____________, 200_, before me, a notary public in and for said State,
      personally appeared ___________________, known to me to be a(n) _______________
      of [NAME OF THE TRUSTEE], the entity that executed the within instrument, and
      also known to me to be the person who executed it on behalf of said corporation,
      and acknowledged to me that such corporation executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    ______________________________

     

    Notary
      Public

     

    [Notarial
      Seal]

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     






    EXHIBIT
      A


     

    FORM
      OF
      CLASS A-[ ] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE SHALL INITIALLY BE ISSUED AS ONE OR MORE CERTIFICATES REGISTERED
      IN
      THE NAME OF THE DEPOSITORY OR ITS NOMINEE AND, EXCEPT AS PROVIDED BELOW,
      REGISTRATION OF SUCH CERTIFICATES MAY NOT BE TRANSFERRED BY THE TRUSTEE EXCEPT
      TO ANOTHER DEPOSITORY THAT AGREES TO HOLD SUCH CERTIFICATES FOR THE RESPECTIVE
      CERTIFICATE OWNERS WITH OWNERSHIP INTERESTS THEREIN. THE CERTIFICATE OWNERS
      SHALL HOLD THEIR RESPECTIVE OWNERSHIP INTERESTS IN AND TO EACH OF SUCH
      BOOK-ENTRY CERTIFICATES THROUGH THE BOOK-ENTRY FACILITIES OF THE DEPOSITORY
      AND,
      EXCEPT AS PROVIDED BELOW, SHALL NOT BE ENTITLED TO DEFINITIVE CERTIFICATES
      IN
      RESPECT OF SUCH OWNERSHIP INTERESTS. ALL TRANSFERS BY CERTIFICATE OWNERS OF
      THEIR RESPECTIVE OWNERSHIP IN THE BOOK-ENTRY CERTIFICATES SHALL BE MADE IN
      ACCORDANCE WITH THE PROCEDURES ESTABLISHED BY THE DEPOSITORY PARTICIPANT OR
      BROKERAGE FIRM REPRESENTING SUCH CERTIFICATE OWNER. EACH DEPOSITORY PARTICIPANT
      SHALL TRANSFER THE OWNERSHIP INTERESTS ONLY IN THE BOOK-ENTRY CERTIFICATES
      OF
      CERTIFICATE OWNERS IT REPRESENTS OR OF BROKERAGE FIRMS FOR WHICH IT ACTS AS
      AGENT IN ACCORDANCE WITH THE DEPOSITORY'S NORMAL PROCEDURES. THE TRUSTEE SHALL
      NOT BE REQUIRED TO MONITOR, DETERMINE OR INQUIRE AS TO COMPLIANCE WITH THE
      TRANSFER RESTRICTIONS WITH RESPECT TO THE BOOK-ENTRY CERTIFICATES, AND THE
      TRUSTEE SHALL HAVE NO LIABILITY FOR TRANSFERS OF OWNERSHIP INTERESTS IN THE
      BOOK-ENTRY CERTIFICATES MADE THROUGH THE BOOK-ENTRY FACILITIES OF THE DEPOSITORY
      OR BETWEEN OR AMONG DEPOSITORY PARTICIPANTS OR CERTIFICATE OWNERS, MADE IN
      VIOLATION OF THE APPLICABLE RESTRICTIONS.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	
              Certificate
                No. 1

            	
              Adjustable
                Pass-Through Rate

            
	 	 
	
              Class
                A-[ ] Senior

            	 
	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date: _________,
                200_

            	
              Percentage
                Interest: [_]%

            
	 	 
	
              First
                Distribution Date: _________, 200_

            	
              Aggregate
                Initial [Certificate Principal] [Notional] Balance of the Class A-[
                ]
                Certificates: $[_____________]

            
	 	 
	
              Master
                Servicer:

            	
              Initial
                [Certificate Principal] [Notional]

            
	
              Impac
                Funding Corporation

            	
              Balance
                of this Certificate:

            
	 	 
	 	
              $[____________]

            
	 	 
	
              Assumed
                Final

            	
              CUSIP:
                [_________]

            
	
              Distribution
                Date: [_____________], 20__

            	 


    

     

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    SERIES
      200_-_

     

    evidencing
      a percentage interest in the distributions allocable to the Class A-[ ]
      Certificates with respect to a Trust Fund consisting primarily of a pool of
      conforming one- to four-family adjustable-rate first lien mortgage loans formed
      and sold by IMPAC SECURED ASSETS CORP.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Impac Secured Assets Corp., the Master
      Servicer, the Trustee referred to below or any of their affiliates. Neither
      this
      Certificate nor the underlying Mortgage Loans are guaranteed or insured by
      any
      governmental agency or instrumentality or by Impac Secured Assets Corp., the
      Master Servicer, the Trustee or any of their affiliates. None of the Depositor,
      the Master Servicer or any of their affiliates will have any obligation with
      respect to any certificate or other obligation secured by or payable from
      payments on the Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Initial Certificate
      Principal Balance of this Certificate by the aggregate Initial Certificate
      Principal Balance of all Class A-[ ] Certificates, both as specified above)
      in
      certain distributions with respect to the Trust Fund consisting primarily of
      an
      interest in a pool of conforming one- to four-family adjustable-rate first
      lien
      mortgage loans (the “Mortgage Loans”), formed and sold by Impac Secured Assets
      Corp. (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement referred to below). The Trust Fund was created
      pursuant to a Pooling and Servicing Agreement dated as specified above (the
      “Agreement”) among the Depositor, the Master Servicer and ___________, as
      trustee (the “Trustee”), a summary of certain of the pertinent provisions of
      which is set forth hereafter. To the extent not defined herein, the capitalized

      terms used herein have the meanings assigned in the Agreement. This Certificate
      is issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (the Distribution Date”), commencing as described in the
      Agreement, to the Person in whose name this Certificate is registered at the
      close of business on the last Business Day of the month immediately preceding
      the month of such Distribution Date (the “Record Date”), from the Available
      Distribution Amount in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount of interest and principal, if
      any ,
      required to be distributed to Holders of Class A-[] Certificates on such
      Distribution Date.

     

    [CLASS
      5-A ONLY] [Pursuant to the terms of the Agreement, a distribution will be made
      on the 25th day of each month or, if such 25th day is not a Business Day, the
      Business Day immediately following (the Distribution Date”), commencing as
      described in the Agreement, to the Person in whose name this Certificate is
      registered on the Business Day immediately preceding such Distribution Date
      (the
“Record Date”), from the Available Funds in an amount equal to the product of
      the Percentage Interest evidenced by this Certificate and the amount of interest
      and principal, if any, required to be distributed to Holders of Class 5-A-1
      Certificates on such Distribution Date.]

     

    Distributions
      on this Certificate will be made either by the Trustee or by a Paying Agent
      appointed by the Trustee either in immediately available funds (by wire transfer
      or otherwise) for the account of the Person entitled thereto if such Person
      shall have so notified the Trustee or such Paying Agent at least 5 Business
      Days
      prior to the related Record Date, or by check mailed to the address of the
      Person entitled thereto, as such name and address shall appear on the
      Certificate Register.

     

    Notwithstanding
      the above, the final distribution on this Certificate will be made after due
      notice of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose in the City and State of New York. The Initial Certificate
      Principal Balance of this Certificate is set forth above. The Certificate
      Principal Balance hereof will be reduced to the extent of distributions
      allocable to principal.

     

    This
      Certificate is one of a duly authorized issue of Certificates issued in several
      Classes designated as Mortgage Pass-Through Certificates of the Series specified
      hereon (herein collectively called the “Certificates”).

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. In the event Master Servicer funds are advanced
      with respect to any Mortgage Loan, such advance is reimbursable to the Master
      Servicer, to the extent provided in the Agreement, from related recoveries
      on
      such Mortgage Loan or from other cash that would have been distributable to
      Certificateholders.

     

    As
      provided in the Agreement, withdrawals from the Custodial Account and/or the
      Certificate Account created for the benefit of Certificateholders may be made
      by
      the Master Servicer from time to time for purposes other than distributions
      to
      Certificateholders, such purposes including without limitation reimbursement
      to
      the Trustee, the Depositor and the Master Servicer of advances made, or certain
      expenses incurred, by either of them.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      of
      the Agreement and the modification of the rights and obligations of the
      Depositor, the Master Servicer and the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer and the Trustee with the consent of the Holders of Certificates
      evidencing in the aggregate not less than 66-2/3% of the Percentage Interests
      of
      each Class of Certificates affected thereby. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange herefor or in lieu hereof whether or not notation
      of such consent is made upon the Certificate. The Agreement also permits the
      amendment thereof in certain circumstances without the consent of the Holders
      of
      any of the Certificates and, in certain additional circumstances, without the
      consent of the Holders of certain Classes of Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee, duly endorsed by, or accompanied by an
      assignment in the form below or other written instrument of transfer in form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      Holder hereof or such Holder's attorney duly authorized in writing, and
      thereupon one or more new Certificates of authorized denominations evidencing
      the same Class and aggregate Percentage Interest will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      Classes and in denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, Certificates
      are
      exchangeable for new Certificates of authorized denominations evidencing the
      same Class and aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Master Servicer, the Trustee and the Certificate Registrar and
      any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
      Registrar may treat the Person in whose name this Certificate is registered
      as
      the owner hereof for all purposes, and neither the Depositor, the Master
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    This
      Certificate shall be governed by and construed in accordance with the laws
      of
      the State of New York.

     

    The
      obligations created by the Agreement in respect of the Certificates and the
      Trust Fund created thereby shall terminate upon the payment to
      Certificateholders of all amounts held by or on behalf of the Trustee and
      required to be paid to them pursuant to the Agreement following the earlier
      of
      (i) the purchase by the Subservicer from the Trust Fund of all remaining
      Mortgage Loans and each REO Property in respect thereof remaining in the Trust
      Fund, thereby effecting early retirement of the Certificates and (ii) the final
      payment or other liquidation (or any Advance with respect thereto) of the last
      Mortgage Loan remaining in the Trust Fund (or the disposition of all REO
      Property in respect thereof). The Agreement permits, but does not require,
      the
      Subservicer to purchase at a price determined as provided in the Agreement
      all
      remaining Mortgage Loans and all REO Property; provided, that any such option
      may only be exercised on the Distribution Date after the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Distribution Date upon which
      the proceeds of any such purchase are distributed is less than one percent
      of
      the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off
      Date.

     

    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

     

    



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    

      
        	
                Dated:
                  ___________, 200_

              	
                 

              	 
	 	as
                Trustee	 


      

      
        	 	 	 
	 	
                By:

              	 
	 	 	
                Authorized
                  Signatory

              


      

    

     

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-[] Certificates referred to in the within-mentioned
      Agreement.

     

    
      

        
          	
                   

                	
                   

                	 
	 	as
                  Trustee	 


        

        
          	 	 	 
	 	
                  By:

                	 
	 	 	
                  Authorized
                    Signatory

                


        

      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please print or typewrite name and
      address including postal zip code of assignee) a Percentage Interest evidenced
      by the within Mortgage Pass-Through Certificate and hereby authorizes the
      transfer of registration of such interest to assignee on the Certificate
      Register of the Trust Fund.

     

    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address: 

     

    
      	 
	 


    

    


     

    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                funds

            
	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            
	 	 
	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      B-1

     

    FORM
      OF
      CLASS [M]-[_] CERTIFICATE

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES[,
      THE
      CLASS M-[]] CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
      BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE SHALL INITIALLY BE ISSUED AS ONE OR MORE CERTIFICATES REGISTERED
      IN
      THE NAME OF THE DEPOSITORY OR ITS NOMINEE AND, EXCEPT AS PROVIDED BELOW,
      REGISTRATION OF SUCH CERTIFICATES MAY NOT BE TRANSFERRED BY THE TRUSTEE EXCEPT
      TO ANOTHER DEPOSITORY THAT AGREES TO HOLD SUCH CERTIFICATES FOR THE RESPECTIVE
      CERTIFICATE OWNERS WITH OWNERSHIP INTERESTS THEREIN. THE CERTIFICATE OWNERS
      SHALL HOLD THEIR RESPECTIVE OWNERSHIP INTERESTS IN AND TO EACH OF SUCH
      BOOK-ENTRY CERTIFICATES THROUGH THE BOOK-ENTRY FACILITIES OF THE DEPOSITORY
      AND,
      EXCEPT AS PROVIDED BELOW, SHALL NOT BE ENTITLED TO DEFINITIVE CERTIFICATES
      IN
      RESPECT OF SUCH OWNERSHIP INTERESTS. ALL TRANSFERS BY CERTIFICATE OWNERS OF
      THEIR RESPECTIVE OWNERSHIP IN THE BOOK-ENTRY CERTIFICATES SHALL BE MADE IN
      ACCORDANCE WITH THE PROCEDURES ESTABLISHED BY THE DEPOSITORY PARTICIPANT OR
      BROKERAGE FIRM REPRESENTING SUCH CERTIFICATE OWNER. EACH DEPOSITORY PARTICIPANT
      SHALL TRANSFER THE OWNERSHIP INTERESTS ONLY IN THE BOOK-ENTRY CERTIFICATES
      OF
      CERTIFICATE OWNERS IT REPRESENTS OR OF BROKERAGE FIRMS FOR WHICH IT ACTS AS
      AGENT IN ACCORDANCE WITH THE DEPOSITORY'S NORMAL PROCEDURES. THE TRUSTEE SHALL
      NOT BE REQUIRED TO MONITOR, DETERMINE OR INQUIRE AS TO COMPLIANCE WITH THE
      TRANSFER RESTRICTIONS WITH RESPECT TO THE BOOK-ENTRY CERTIFICATES, AND THE
      TRUSTEE SHALL HAVE NO LIABILITY FOR TRANSFERS OF OWNERSHIP INTERESTS IN THE
      BOOK-ENTRY CERTIFICATES MADE THROUGH THE BOOK-ENTRY FACILITIES OF THE DEPOSITORY
      OR BETWEEN OR AMONG DEPOSITORY PARTICIPANTS OR CERTIFICATE OWNERS, MADE IN
      VIOLATION OF THE APPLICABLE RESTRICTIONS.

     

    ANY
      TRANSFEREE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATION SET FORTH IN SECTION
      5.02(C) OF THE POOLING AND SERVICING AGREEMENT.

     

    
      	
              Certificate
                No. 1

            	
              Adjustable
                Pass-Through Rate

            
	 	 
	
              Class
                [M]-[ ] 

            	
              Aggregate
                Initial Certificate Principal

            
	 	
              Balance
                of the Class [M]-[ ] Certificates:

            
	 	
              $[____________]

            
	 	 
	
              Date
                of Pooling and Servicing

            	
              Initial
                Certificate Principal Balance of this Certificate:

            
	
              Agreement:
                _________, 200_ and Cut-off Date: __________, 200_

            	
              $[____________]

            
	 	 
	
              First
                Distribution Date:

            	
              CUSIP:
                [________]

            
	
              _________,
                200_

            	 
	 	 
	
              Master
                Servicer:

            	 
	
              Impac
                Funding Corporation

            	 
	 	 
	
              Assumed
                Final Distribution Date:

            	 
	
              [________
                __], 20__

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    SERIES
      200_-_

     

    evidencing
      a percentage interest in any distributions allocable to the Class [M]-[ ]
      Certificates with respect to the Trust Fund consisting primarily of a pool
      of
      conforming one- to four-family adjustable-rate first lien mortgage loans formed
      and sold by IMPAC SECURED ASSETS CORP.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Impac Secured Assets Corp., the Master
      Servicer, the Trustee referred to below or any of their affiliates. Neither
      this
      Certificate nor the underlying Mortgage Loans are guaranteed or insured by
      any
      governmental agency or instrumentality or by Impac Secured Assets Corp., the
      Master Servicer, the Trustee or any of their affiliates. None of the Depositor,
      the Master Servicer or any of their affiliates will have any obligation with
      respect to any certificate or other obligation secured by or payable from
      payments on the Certificates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Certificate (obtained by dividing the Initial Certificate
      Principal Balance of this Certificate by the aggregate Initial Certificate
      Principal Balance of all Class [M]-[] Certificates, both as specified above)
      in
      certain distributions with respect to a Trust Fund consisting primarily of
      a
      pool of conforming one- to four-family adjustable-rate first lien mortgage
      loans
      (the “Mortgage Loans”), formed and sold by Impac Secured Assets Corp.
      (hereinafter called the “Depositor,” which term includes any successor entity
      under the Agreement referred to below). The Trust Fund was created pursuant
      to a
      Pooling and Servicing Agreement dated as specified above (the “Agreement”) among
      the Depositor, the Master Servicer and ____________, as trustee (the “Trustee”),
      a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (the “Distribution Date”), commencing as described in the
      Agreement, to the Person in whose name this Certificate is registered at the
      close of business on the last Business Day of the month immediately preceding
      the month of such Distribution Date (the “Record Date”), from the Available
      Distribution Amount in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount of interest and principal, if
      any ,
      required to be distributed to Holders of Class [M]-[] Certificates on such
      Distribution Date.

     

    Distributions
      on this Certificate will be made either by the Trustee or by a Paying Agent
      appointed by the Trustee either in immediately available funds (by wire transfer
      or otherwise) for the account of the Person entitled thereto if such Person
      shall have so notified the Trustee or such Paying Agent at least 5 Business
      Days
      prior to the related Record Date, or by check mailed to the address of the
      Person entitled thereto, as such name and address shall appear on the
      Certificate Register.

     

    Any
      transferee shall be deemed to have made the representation set forth in Section
      5.02(c) of the Agreement.

     

    Notwithstanding
      the above, the final distribution on this Certificate will be made after due
      notice of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose in the City and State of New York. The Initial Certificate
      Principal Balance of this Certificate is set forth above. The Certificate
      Principal Balance hereof will be reduced to the extent of the distributions
      allocable to principal and any Realized Losses allocable hereto.

     

    This
      Certificate is one of a duly authorized issue of Certificates issued in several
      Classes designated as Mortgage Pass-Through Certificates of the Series specified
      hereon (herein collectively called the “Certificates”).

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. In the event Master Servicer funds are advanced
      with respect to any Mortgage Loan, such advance is reimbursable to the Master
      Servicer, to the extent provided in the Agreement, from related recoveries
      on
      such Mortgage Loan or from other cash that would have been distributable to
      Certificateholders.

     

    As
      provided in the Agreement, withdrawals from the Custodial Account and/or the
      Certificate Account created for the benefit of Certificateholders may be made
      by
      the Master Servicer from time to time for purposes other than distributions
      to
      Certificateholders, such purposes including without limitation reimbursement
      to
      the Trustee, the Depositor and the Master Servicer of advances made, or certain
      expenses incurred, by either of them.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      of
      the Agreement and the modification of the rights and obligations of the
      Depositor, the Master Servicer and the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer and the Trustee with the consent of the Holders of Certificates
      evidencing in the aggregate not less than 66-2/3% of the Percentage Interests
      of
      each Class of Certificates affected thereby. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange herefor or in lieu hereof whether or not notation
      of such consent is made upon the Certificate. The Agreement also permits the
      amendment thereof in certain circumstances without the consent of the Holders
      of
      any of the Certificates and, in certain additional circumstances, without the
      consent of the Holders of certain Classes of Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee, duly endorsed by, or accompanied by an
      assignment in the form below or other written instrument of transfer in form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      Holder hereof or such Holder's attorney duly authorized in writing, and
      thereupon one or more new Certificates of authorized denominations evidencing
      the same Class and aggregate Percentage Interest will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      Classes and in denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, Certificates
      are
      exchangeable for new Certificates of authorized denominations evidencing the
      same Class and aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Master Servicer, the Trustee and the Certificate Registrar and
      any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
      Registrar may treat the Person in whose name this Certificate is registered
      as
      the owner hereof for all purposes, and neither the Depositor, the Master
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    This
      Certificate shall be governed by and construed in accordance with the laws
      of
      the State of New York.

     

    The
      obligations created by the Agreement in respect of the Certificates and the
      Trust Fund created thereby shall terminate upon the payment to
      Certificateholders of all amounts held by or on behalf of the Trustee and
      required to be paid to them pursuant to the Agreement following the earlier
      of
      (i) the purchase by (A) the Holder of at least 50.01% Percentage Interest in
      the
      Class C Certificates (the “Majority Class C Certificateholder”) or (B) GMAC
      Mortgage Corporation from the Trust Fund of all remaining Mortgage Loans and
      each REO Property in respect thereof remaining in the Trust Fund, thereby
      effecting early retirement of the Certificates and (ii) the final payment or
      other liquidation (or any Advance with respect thereto) of the last Mortgage
      Loan remaining in the Trust Fund (or the disposition of all REO Property in
      respect thereof). The Agreement permits, but does not require, the Majority
      Class C Certificateholder or GMAC Mortgage Corporation to purchase at a price
      determined as provided in the Agreement all remaining Mortgage Loans and all
      REO
      Property; provided, that any such option may only be exercised on the
      Distribution Date after the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Distribution Date upon which the proceeds of any such purchase
      are distributed is less than ten percent (in the case of the Majority Class
      C
      Certificateholder) or five percent (in the case of GMAC Mortgage Corporation)
      of
      the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off
      Date.

     

    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

     

    



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

    
      

        
          	
                  Dated:
                    ___________, 200_

                	
                   

                	 
	 	as
                  Trustee	 


        

        
          	 	 	 
	 	
                  By:

                	 
	 	 	
                  Authorized
                    Signatory

                


        

      

       

    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [M]-[]Certificates referred to in the within-mentioned
      Agreement.

     

    
      
        
          

            
              	
                      Dated:
                        ___________, 200_

                    	
                       

                    	 
	 	Trustee	 


            

            
              	 	 	 
	 	
                      By:

                    	 
	 	 	
                      Authorized
                        Signatory

                    


            

          

        

      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
      _____________________________________ (Please print or typewrite name and
      address including postal zip code of assignee) a Percentage Interest evidenced
      by the within Mortgage Pass-Through Certificate and hereby authorizes the
      transfer of registration of such interest to assignee on the Certificate
      Register of the Trust Fund.

     

    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address: 

     

    
      	 
	 


    

    


     

    
      	
               

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by wire transfer or otherwise, in immediately available
                funds

            
	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              ,

            
	
              Applicable
                statements should be mailed to

            	 	
              ,

            
	 	
              .

            
	 	 
	
              This
                information is provided by

            	 	
              ,

            
	
              the
                assignee named above, or

            	 	
              ,

            
	
              as
                its agent.

            	 	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      B-2

     

    FORM
      OF
      CLASS C CERTIFICATES

     

    THIS
      CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A, CLASS M-1,
      CLASS
      M-2, CLASS M-3, CLASS M-4, CLASS M-5, CLASS M-6, CLASS M-7 AND CLASS M-8
      CERTIFICATES AS DESCRIBED IN THE AGREEMENT (AS DEFINED
      BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No. [ ]

            	 
	 	 
	
              Class
                C

            	
              Aggregate
                Initial Notional Amount of the Class C Certificates:

            
	 	
              $_____________]

            
	 	 
	
              Date
                of Pooling and Servicing

            	
              Initial
                Notional Amount of this Certificate:

            
	
              Agreement:
                ___________, 200_ and Cut-off Date: ___________, 200_

            	
              $[_____________]

            
	 	 
	
              First
                Distribution Date:

            	
              Initial
                Certificate Principal Balance

            
	
              ___________,
                200_

            	
              of
                this Certificate $[_________]

            
	 	 
	
              Master
                Servicer:

            	
              Percentage
                Interest of this 

            
	
              Impac
                Funding Corporation

            	
              Certificate:
                [___]%

            
	 	 
	
              Assumed
                Final Distribution Date:

            	
              CUSIP:
                [_________]

            
	
              [_______
                ___], 20--

            	 


    

     

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    SERIES
      200_-_

     

    evidencing
      percentage interest in the distributions allocable to the Class C Certificates
      with respect to a Trust Fund consisting primarily of a pool of conforming one-
      to four- family adjustable-rate first lien mortgage loans formed and sold by
      IMPAC SECURED ASSETS CORP.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Impac Secured Assets Corp., the Master
      Servicer, the Trustee referred to below or any of their affiliates. Neither
      this
      Certificate nor the underlying Mortgage Loans are guaranteed or insured by
      any
      governmental agency or instrumentality or by Impac Secured Assets Corp., the
      Master Servicer, the Trustee or any of their affiliates. None of the Depositor,
      the Master Servicer or any of their affiliates will have any obligation with
      respect to any certificate or other or obligation secured by or payable from
      payments on the Certificates.

     

    This
      certifies that ___________ is the registered owner of the Percentage Interest
      evidenced by this Class C Certificate (obtained by dividing the Original Class
      C
      Certificate by the Original Class Certificate Principal Balance) in certain
      distributions with respect to a Trust consisting primarily of the Mortgage
      Loans
      deposited by Impac Secured Assets Corp. (the “Depositor”). The Trust was created
      pursuant to a Pooling and Servicing Agreement dated as of ___________, 200_
      (the
“Agreement”) among the Depositor, Impac Funding Corporation, as master servicer
      (the “Master Servicer”) and ___________, as trustee (the “Trustee”). To the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Class C Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Class C Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (the “Distribution Date”), commencing as described in the
      Agreement, to the Person in whose name this Certificate is registered at the
      close of business on the last Business Day of the month immediately preceding
      the month of such Distribution Date (the “Record Date”), from the Available
      Distribution Amount in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount (of interest and principal, if
      any)
      required to be distributed to Holders of Class C Certificates on such
      Distribution Date.

     

    Distributions
      on this Certificate will be made either by the Trustee or by a Paying Agent
      appointed by the Trustee either in immediately available funds (by wire transfer
      or otherwise) for the account of the Person entitled thereto if such Person
      shall have so notified the Trustee or such Paying Agent at least 5 Business
      Days
      prior to the related Record Date, or by check mailed to the address of the
      Person entitled thereto, as such name and address shall appear on the
      Certificate Register.

     

    Notwithstanding
      the above, the final distribution on this Certificate will be made after due
      notice of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose in the City and State of New York.

     

    This
      Certificate is one of a duly authorized issue of Certificates issued in several
      Classes designated as Mortgage Pass-Through Certificates of the Series specified
      hereon (herein collectively called the “Certificates”).

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. In the event Master Servicer funds are advanced
      with respect to any Mortgage Loan, such advance is reimbursable to the Master
      Servicer, to the extent provided in the Agreement, from related recoveries
      on
      such Mortgage Loan or from other cash that would have been distributable to
      Certificateholders.

     

    As
      provided in the Agreement, withdrawals from the Custodial Account and/or the
      Certificate Account created for the benefit of Certificateholders may be made
      by
      the Master Servicer from time to time for purposes other than distributions
      to
      Certificateholders, such purposes including without limitation reimbursement
      to
      the Trustee, the Depositor and the Master Servicer of advances made, or certain
      expenses incurred, by either of them.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder's prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the act, there shall be delivered to the Trustee and the Depositor
      of an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee, the Master Servicer or the Depositor; or there shall be delivered
      to
      the Trustee and the Depositor a transferor certificate by the transferor and
      an
      investment letter shall be executed by the transferee. The Holder hereof
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee and the Depositor against any liability that may result if the transfer
      is not so exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(c) of the Agreement.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      of
      the Agreement and the modification of the rights and obligations of the
      Depositor, the Master Servicer and the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer and the Trustee with the consent of the Holders of Certificates
      evidencing in the aggregate not less than 66-2/3% of the Percentage Interests
      of
      each Class of Certificates affected thereby. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange herefor or in lieu hereof whether or not notation
      of such consent is made upon the Certificate. The Agreement also permits the
      amendment thereof in certain circumstances without the consent of the Holders
      of
      any of the Certificates and, in certain additional circumstances, without the
      consent of the Holders of certain Classes of Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee, duly endorsed by, or accompanied by an
      assignment in the form below or other written instrument of transfer in form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      Holder hereof or such Holder's attorney duly authorized in writing, and
      thereupon one or more new Certificates of authorized denominations evidencing
      the same Class and aggregate Percentage Interest will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      Classes and in denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, Certificates
      are
      exchangeable for new Certificates of authorized denominations evidencing the
      same Class and aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Master Servicer, the Trustee and the Certificate Registrar and
      any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
      Registrar may treat the Person in whose name this Certificate is registered
      as
      the owner hereof for all purposes, and neither the Depositor, the Master
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    This
      Certificate shall be governed by and construed in accordance with the laws
      of
      the State of New York.

     

    The
      obligations created by the Agreement in respect of the Certificates and the
      Trust Fund created thereby shall terminate upon the payment to
      Certificateholders of all amounts held by or on behalf of the Trustee and
      required to be paid to them pursuant to the Agreement following the earlier
      of
      (i) the purchase by (A) the Holder of at least 50.01% Percentage Interest in
      the
      Class C Certificates (the “Majority Class C Certificateholder”) or (B) GMAC
      Mortgage Corporation from the Trust Fund of all remaining Mortgage Loans and
      each REO Property in respect thereof remaining in the Trust Fund, thereby
      effecting early retirement of the Certificates and (ii) the final payment or
      other liquidation (or any Advance with respect thereto) of the last Mortgage
      Loan remaining in the Trust Fund (or the disposition of all REO Property in
      respect thereof). The Agreement permits, but does not require, the Majority
      Class C Certificateholder or GMAC Mortgage Corporation to purchase at a price
      determined as provided in the Agreement all remaining Mortgage Loans and all
      REO
      Property; provided, that any such option may only be exercised on the
      Distribution Date after the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Distribution Date upon which the proceeds of any such purchase
      are distributed is less than ten percent (in the case of the Majority Class
      C
      Certificateholder) or five percent (in the case of GMAC Mortgage Corporation)
      of
      the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off
      Date.

     

    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

    



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    
      
        	
                Dated:
                  ___________, 200_

              	
                 

              	 
	 	 	 
	 	as
                Trustee	 


      

      
        	 	 	 
	 	
                By:

              	 
	 	 	
                Authorized
                  Signatory

              


      

      
 

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class C Certificates referred to in the within-mentioned
      Agreement.

     

    
       

      
        
          	
                   

                	
                   

                	 
	 	 	 
	 	as
                  Trustee	 


        

        
          	 	 	 
	 	
                  By:

                	 
	 	 	
                  Authorized
                    Signatory

                


        

        


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



      

    

    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto


    
      
        	 
	 


      

    

    (Please
      print or typewrite name and address including
      postal zip code of assignee)

     

    the
      Percentage Interest evidenced by the within
      Certificate and hereby authorizes the transfer of registration of such
      Percentage Interest to assignee on the Certificate Register of the
      Trust.

     

    I
      (We)
      further direct the Certificate Registrar to issue a new Certificate of a like
      denomination and Class, to the above named assignee and deliver such Certificate
      to the following address: 

    
      	 
	 


    

    


    


    
      	
              Dated:

            	 
	 	
              Signature
                by or on behalf of assignor

            
	 	 
	 	 
	 	
              Signature
                Guaranteed

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ________________________________________________for the account of ______________
      account
      number ___________, or, if mailed by check, to________________ _____ Applicable
      statements should be mailed to ______________________________________
      ______________________________________________________________________________
      _________.

     

    This
      information is provided by __________________, the assignee named above, or
      ____________________,
      as its
      agent.

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B-3

     

    FORM
      OF
      CLASS P CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”), SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE
      PROCEDURES DESCRIBED HEREIN.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No. [ ]

            	 
	 	 
	
              Class
                P

            	
              Aggregate
                Initial Certificate Principal

            
	 	
              Balance
                of the Class P Certificates:

            
	 	
              $100.00

            
	 	 
	
              Date
                of Pooling and Servicing

            	
              Initial
                Certificate Principal Balance

            
	
              Agreement:
                __________, 200_ and Cut-off Date:

            	
              of
                this Certificate Denomination:

            
	
              ___________,
                200_

            	
              $[_____________]

            
	 	 
	
              First
                Distribution Date

            	
              Percentage
                Interest of this Certificate:

            
	
              ___________,
                200_

            	
              [___]%

            
	 	 
	
              Master
                Servicer

            	
              CUSIP:
                [_________]

            
	
              Impac
                Funding Corporation

            	 
	 	 
	
              Assumed
                Final Distribution Date:

            	 
	
              [________
                ___], 20__

            	 


    

     

    MORTGAGE
      PASS-THROUGH CERTIFICATE

     

    SERIES
      200_-_

     

    evidencing
      a percentage interest in any distributions allocable to the Class P Certificates
      with respect to the Trust Fund consisting primarily of a pool of one-to
      four-family adjustable-rate first lien mortgage loans formed and sold by IMPAC
      SECURED ASSETS CORP.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Impac Secured Assets Corp., the Master
      Servicer, the Trustee referred to below or any of their affiliates. Neither
      this
      Certificate nor the underlying Mortgage Loans are guaranteed or insured by
      any
      governmental agency or instrumentality or by Impac Secured Assets Corp., the
      Master Servicer, the Trustee or any of their affiliates. None of the Depositor,
      the Master Servicer or any of their affiliates will have any obligation with
      respect to any certificate or other obligation secured by or payable from
      payments on the Certificates.

     

    This
      certifies that ___________ is the registered owner of the Percentage Interest
      evidenced by this Class P Certificate (obtained by dividing the Denomination
      of
      this Class P Certificate by the Original Class Certificate Principal Balance)
      in
      certain distributions with respect to a Trust Fund consisting primarily of
      a
      pool of one- to four-family adjustable-rate first lien mortgage loans (the
      “Mortgage Loans”), formed and sold by Impac Secured Assets Corp. (hereinafter
      called the “Depositor,” which term includes any successor entity under the
      Agreement referred to below). The Trust Fund was created pursuant to a Pooling
      and Servicing Agreement dated as specified above (the “Agreement”) among the
      Depositor, the Master Servicer, ___________, as trustee (the “Trustee”), a
      summary of certain of the pertinent provisions of which is set forth hereafter.
      To the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement; to which
      Agreement the Holder of this Certificate by virtue of the acceptance hereof
      assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (the “Distribution Date”), commencing as described in the
      Agreement, to the Person in whose name this Certificate is registered at the
      close of business on the last Business Day of the month immediately preceding
      the month of such Distribution Date (the “Record Date”), from the Available
      Distribution Amount in an amount equal to the product of the Percentage Interest
      evidenced by this Certificate and the amount (of Prepayment Charges and
      principal, if any) required to be distributed to Holders of Class P Certificates
      on such Distribution Date.

     

    Distributions
      on this Certificate will be made either by the Trustee or by a Paying Agent
      appointed by the Trustee either in immediately available funds (by wire transfer
      or otherwise) for the account of the Person entitled thereto if such Person
      shall have so notified the Trustee or such Paying Agent at least 5 Business
      Days
      prior to the related Record Date, or by check mailed to the address of the
      Person entitled thereto, as such name and address shall appear on the
      Certificate Register.

     

    Notwithstanding
      the above, the final distribution on this Certificate will be made after due
      notice of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency appointed by the Trustee
      for that purpose in the City and State of New York. The Initial Certificate
      Principal Balance of this Certificate is set forth above. The Certificate
      Principal Balance hereof will be reduced to the extent of the distributions
      allocable to principal allocable hereto.

     

    This
      Certificate is one of a duly authorized issue of Certificates issued in several
      Classes designated as Mortgage Pass-Through Certificates of the Series specified
      hereon (herein collectively called the “Certificates”).

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. In the event Master Servicer funds are advanced
      with respect to any Mortgage Loan, such advance is reimbursable to the Master
      Servicer, to the extent provided in the Agreement, from related recoveries
      on
      such Mortgage Loan or from other cash that would have been distributable to
      Certificateholders.

     

    As
      provided in the Agreement, withdrawals from the Custodial Account and/or the
      Certificate Account created for the benefit of Certificateholders may be made
      by
      the Master Servicer from time to time for purposes other than distributions
      to
      Certificateholders, such purposes including without limitation reimbursement
      to
      the Trustee, the Depositor and the Master Servicer of advances made, or certain
      expenses incurred, by either of them.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder's prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      of an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee, the Master Servicer or the Depositor; or there shall be delivered
      to
      the Trustee and the Depositor a transferor certificate by the transferor and
      an
      investment letter shall be executed by the transferee. The Holder hereof
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee and the Depositor against any liability that may result if the transfer
      is not so exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(c) of the Agreement.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      of
      the Agreement and the modification of the rights and obligations of the
      Depositor, the Master Servicer and the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer and the Trustee with the consent of the Holders of Certificates
      evidencing in the aggregate not less than 66-2/3% of the Percentage Interests
      of
      each Class of Certificates affected thereby. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange herefor or in lieu hereof whether or not notation
      of such consent is made upon the Certificate. The Agreement also permits the
      amendment thereof in certain circumstances without the consent of the Holders
      of
      any of the Certificates and, in certain additional circumstances, without the
      consent of the Holders of certain Classes of Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee, duly endorsed by, or accompanied by an
      assignment in the form below or other written instrument of transfer in form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      Holder hereof or such Holder's attorney duly authorized in writing, and
      thereupon one or more new Certificates of authorized denominations evidencing
      the same Class and aggregate Percentage Interest will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      Classes and in denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, Certificates
      are
      exchangeable for new Certificates of authorized denominations evidencing the
      same Class and aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Master Servicer, the Trustee and the Certificate Registrar and
      any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
      Registrar may treat the Person in whose name this Certificate is registered
      as
      the owner hereof for all purposes, and neither the Depositor, the Master
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    This
      Certificate shall be governed by and construed in accordance with the laws
      of
      the State of New York.

     

    The
      obligations created by the Agreement in respect of the Certificates and the
      Trust Fund created thereby shall terminate upon the payment to
      Certificateholders of all amounts held by or on behalf of the Trustee and
      required to be paid to them pursuant to the Agreement following the earlier
      of
      (i) the purchase by (A) the Holder of at least 50.01% Percentage Interest in
      the
      Class C Certificates (the “Majority Class C Certificateholder”) or (B) GMAC
      Mortgage Corporation from the Trust Fund of all remaining Mortgage Loans and
      each REO Property in respect thereof remaining in the Trust Fund, thereby
      effecting early retirement of the Certificates and (ii) the final payment or
      other liquidation (or any Advance with respect thereto) of the last Mortgage
      Loan remaining in the Trust Fund (or the disposition of all REO Property in
      respect thereof). The Agreement permits, but does not require, the Majority
      Class C Certificateholder or GMAC Mortgage Corporation to purchase at a price
      determined as provided in the Agreement all remaining Mortgage Loans and all
      REO
      Property; provided, that any such option may only be exercised on the
      Distribution Date after the aggregate Stated Principal Balance of the Mortgage
      Loans as of the Distribution Date upon which the proceeds of any such purchase
      are distributed is less than ten percent (in the case of the Majority Class
      C
      Certificateholder) or five percent (in the case of GMAC Mortgage Corporation)
      of
      the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off
      Date.

     

    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

     

    



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    
       

      
        
          	
                  Dated:
                    ___________, 200_

                	
                   

                	 
	 	 	 
	 	as
                  Trustee	 


        

        
          	 	 	 
	 	
                  By:

                	 
	 	 	
                  Authorized
                    Signatory

                


        

        
 

      

    

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class P Certificates referred to in the within-mentioned
      Agreement.

     

    
       

      
        
          	
                   

                	
                   

                	 
	 	 	 
	 	as
                  Trustee	 


        

        
          	 	 	 
	 	
                  By:

                	 
	 	 	
                  Authorized
                    Signatory

                


        

         

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        

      
        
          	 
	 


        

      

      (Please
        print or typewrite name and address including
        postal zip code of assignee)

       

      the
        Percentage Interest evidenced by the within
        Certificate and hereby authorizes the transfer of registration of such
        Percentage Interest to assignee on the Certificate Register of the
        Trust.

       

      I
        (We)
        further direct the Certificate Registrar to issue a new Certificate of a
        like
        denomination and Class, to the above named assignee and deliver such Certificate
        to the following address: 

      
        	 
	 


      

      


      


      
        	
                Dated:

              	 
	 	
                Signature
                  by or on behalf of assignor

              
	 	 


      

      


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ________________________________________________for the account of ______________
      account
      number ___________, or, if mailed by check, to________________ _____ Applicable
      statements should be mailed to ______________________________________
      ______________________________________________________________________________
      _________.

     

    This
      information is provided by __________________, the assignee named above, or
      ____________________,
      as its
      agent.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      B-4

     

    FORM
      OF
      CLASS [R] CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
      OR A
      DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986
      (THE “CODE”).

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(C) OF THE AGREEMENT
      OR
      AN OPINION OF COUNSEL AS PROVIDED IN SECTION 5.02(C) THAT THE PURCHASE OF THIS
      CERTIFICATE IS PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
      IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE
      RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF
      THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE DEPOSITOR OR THE TRUSTEE
      TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING
      AND SERVICING AGREEMENT (THE “AGREEMENT”).

     

    THIS
      CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL
      NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
      AND
      THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
      OR
      POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY INTERNATIONAL
      ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B)
      ANY
      ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
      WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
      ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C)
      ANY
      ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON
      DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO
      AS A
“DISQUALIFIED ORGANIZATION”) OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
      NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX
      AND
      (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
      FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
      IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
      CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
      ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
      EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
      FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
      DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE
      OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF
      THIS
      PARAGRAPH.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              Certificate
                No. 1

            	 
	 	 
	
              Class
                [R] Senior

            	 
	 	 
	
              Date
                of Pooling and Servicing

            	
              Percentage
                Interest: 100%

            
	 	 
	
              Agreement
                and Cut-off Date: ____________, 200_

            	 
	 	 
	
              First
                Distribution Date: ___________, 200_

            	 
	 	 
	
              Master
                Servicer:

            	 
	
              Impac
                Funding Corporation

            	 
	 	 
	
              Assumed
                Final Distribution Date: [_________], 20__

            	
              CUSIP:
                [_________]

            


    

     

     

    MORTGAGE
      PASS-THROUGH CERTIFICATE,

     

    SERIES
      200_-_

     

    evidencing
      a percentage interest in any distributions allocable to the Class [R]
      Certificates with respect to the Trust Fund consisting primarily of a pool
      of
      one- to four-family adjustable-rate first lien mortgage loans formed and sold
      by
      IMPAC SECURED ASSETS CORP.

     

    This
      Certificate is payable solely from the assets of the Trust Fund, and does not
      represent an obligation of or interest in Impac Secured Assets Corp., the Master
      Servicer, the Trustee referred to below or any of their affiliates. Neither
      this
      Certificate nor the underlying Mortgage Loans are guaranteed or insured by
      any
      governmental agency or instrumentality or by Impac Secured Assets Corp., the
      Master Servicer, the Trustee or any of their affiliates. None of the Depositor,
      the Master Servicer or any of their affiliates will have any obligation with
      respect to any certificate or other obligation secured by or payable from
      payments on the Certificates.

     

    This
      certifies that Impac Funding Corporation is the registered owner of the
      Percentage Interest evidenced by this Certificate stated above in certain
      distributions with respect to a Trust Fund, consisting primarily of a pool
      of
      one- to four-family adjustable-rate first lien mortgage loans (the “Mortgage
      Loans”), formed and sold by Impac Secured Assets Corp. (hereinafter called the
“Depositor,” which term includes any successor entity under the Agreement
      referred to below). The Trust Fund was created pursuant to a Pooling and
      Servicing Agreement dated as specified above (the “Agreement”) among the
      Depositor, the Master Servicer, ___________, N.A., as trustee (the “Trustee”), a
      summary of certain of the pertinent provisions of which is set forth hereafter.
      To the extent not defined herein, the capitalized terms used herein have the
      meanings assigned in the Agreement. This Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Certificate by virtue of the acceptance hereof
      assents and by which such Holder is bound.

     

    This
      Certificate does not have a principal balance or pass-through rate and will
      be
      entitled to distributions only to the Patent set forth in the Agreement. In
      addition, any distribution of the proceeds of any remaining assets of the Trust
      will be made only upon presentment and surrender of this Certificate at the
      office or agency maintained by the Trustee.

     

    This
      Certificate is one of a duly authorized issue of Certificates issued in several
      Classes designated as Mortgage Pass-Through Certificates of the Series specified
      hereon (herein collectively called the “Certificates”).

     

    As
      provided in the Agreement, withdrawals from the Custodial Account and/or the
      Certificate Account created for the benefit of Certificateholders may be made
      by
      the Master Servicer from time to time for purposes other than distributions
      to
      Certificateholders, such purposes including without limitation reimbursement
      to
      the Trustee, the Depositor and the Master Servicer of advances made, or certain
      expenses incurred, by either of them.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder's prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      of an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee, the Master Servicer or the Depositor; or there shall be delivered
      to
      the Trustee and the Depositor a transferor certificate by the transferor and
      an
      investment letter shall be executed by the transferee. The Holder hereof
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee and the Depositor against any liability that may result if the transfer
      is not so exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(c) of the Agreement.

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions of the Agreement, including but not limited to the restrictions
      that (i) each person holding or acquiring any Ownership Interest in this
      Certificate must be a Permitted Transferee, (ii) no Ownership Interest, in
      this
      Certificate may be transferred without delivery to the Trustee of (a) a transfer
      affidavit of the proposed transferee and (b) a transfer certificate of the
      transferor, each of such documents to be in the form described in the Agreement,
      (iii) each person holding or acquiring any Ownership Interest in this
      Certificate must agree to require a transfer affidavit and to deliver a transfer
      certificate to the Trustee as required pursuant to the Agreement, (iv) each
      person holding or acquiring an Ownership Interest in this Certificate must
      agree
      not to transfer an Ownership Interest in this Certificate if it has actual
      knowledge that the proposed transferee is not a Permitted Transferee and (v)
      any
      attempted or purported transfer of any Ownership Interest in this Certificate
      in
      violation of such restrictions will be absolutely null and void and will vest
      no
      rights in the purported transferee. Pursuant to the Agreement, the Trustee
      will
      provide the Internal Revenue Service and any pertinent persons with the
      information needed to compute the tax imposed under the applicable tax laws
      on
      transfers of residual interests to disqualified organizations, if any person
      other than a Permitted Transferee acquires an Ownership Interest on a Class
      R-[]
      Certificate in violation of the restrictions mentioned above.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      of
      the Agreement and the modification of the rights and obligations of the
      Depositor, the Master Servicer and the Trustee and the rights of the
      Certificateholders under the Agreement at any time by the Depositor, the Master
      Servicer and the Trustee with the consent of the Holders of Certificates
      evidencing in the aggregate not less than 66-2/3% of the Percentage Interests
      of
      each Class of Certificates affected thereby. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange herefor or in lieu hereof whether or not notation
      of such consent is made upon the Certificate. The Agreement also permits the
      amendment thereof in certain circumstances without the consent of the Holders
      of
      any of the Certificates and, in certain additional circumstances, without the
      consent of the Holders of certain Classes of Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Trustee, duly endorsed by, or accompanied by an,
      assignment in the form below or other written instrument of transfer in form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      Holder hereof or such Holder's attorney duly authorized in writing, and
      thereupon one or more new Certificates of authorized denominations evidencing
      the same Class and aggregate Percentage Interest will be issued to the
      designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      Classes and in denominations specified in the Agreement. As provided in the
      Agreement and subject to certain limitations therein set forth, Certificates
      are
      exchangeable for new Certificates of authorized denominations evidencing the
      same Class and aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Master Servicer, the Trustee and the Certificate Registrar and
      any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
      Registrar may treat the Person in whose name this Certificate is registered
      as
      the owner hereof for all purposes, and neither the Depositor, the Master
      Servicer, the Trustee nor any such agent shall be affected by notice to the
      contrary.

     

    This
      Certificate shall be governed by and construed in accordance with the laws
      of
      the State of New York.

     

    The
      obligations created by the Agreement in respect of the Certificates and the
      Trust Fund created thereby shall terminate upon the payment to
      Certificateholders of all amounts held by or on behalf of the Trustee and
      required to be paid to them pursuant to the Agreement following the earlier
      of
      (i) the purchase by the Subservicer from the Trust Fund of all remaining
      Mortgage Loans and each REO Property in respect thereof remaining in the Trust
      Fund, thereby effecting early retirement of the Certificates and (ii) the final
      payment or other liquidation (or any Advance with respect thereto) of the last
      Mortgage Loan remaining in the Trust Fund (or the disposition of all REO
      Property in respect thereof). The Agreement permits, but does not require,
      the
      Subservicer to purchase at a price determined as provided in the Agreement
      all
      remaining Mortgage Loans and all REO Property; provided, that any such option
      may only be exercised on the Distribution Date after the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Distribution Date upon which
      the proceeds of any such purchase are distributed is less than one percent
      of
      the aggregate Stated Principal Balance of the Mortgage Loans at the Cut-off
      Date.

     

    Unless
      the certificate of authentication hereon has been executed by the Trustee,
      by
      manual signature, this Certificate shall not be entitled to any benefit under
      the Agreement or be valid for any purpose.

     

    



    IN
      WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
      executed.

     

    
       

      
        
          	
                  Dated:
                    ___________, 200_

                	
                   

                	 
	 	 	 
	 	as
                  Trustee	 


        

        
          	 	 	 
	 	
                  By:

                	 
	 	 	
                  Authorized
                    Signatory

                


        

         

      

    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class [R] Certificates referred to in the within-mentioned
      Agreement.

     

    
       

      
        
          	
                   

                	
                   

                	 
	 	 	 
	 	as
                  Trustee	 


        

        
          	 	 	 
	 	
                  By:

                	 
	 	 	
                  Authorized
                    Signatory

                


        

        


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          ASSIGNMENT

           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            

          
            
              	 
	 


            

          

          (Please
            print or typewrite name and address including
            postal zip code of assignee)

           

          the
            Percentage Interest evidenced by the within
            Certificate and hereby authorizes the transfer of registration of such
            Percentage Interest to assignee on the Certificate Register of the
            Trust.

           

          I
            (We)
            further direct the Certificate Registrar to issue a new Certificate of
            a like
            denomination and Class, to the above named assignee and deliver such
            Certificate
            to the following address: 

          
            	 
	 


          

          


          


          
            	
                    Dated:

                  	 
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 


          

          


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            



        

      

    

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    Distributions
      shall be made, by wire transfer or otherwise, in immediately available funds
      to
      ________________________________________________for the account of ______________
      account
      number ___________, or, if mailed by check, to________________ _____ Applicable
      statements should be mailed to ______________________________________
      ______________________________________________________________________________
      _________.

     

    This
      information is provided by __________________, the assignee named above, or
      ____________________,
      as its
      agent.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      C

     

    FORM
      OF
      CUSTODIAN'S INITIAL CERTIFICATION

     

    ____________,
      200_

     

    Impac
      Funding Corporation

    1401
      Dove
      Street

    Newport
      Beach, California 92660

     

    

      
        	
                 

              	
                Re:

              	
                Pooling
                  and Servicing Agreement, dated as of __________, 200_ among Impac
                  Secured
                  Assets Corp., Impac Funding Corporation and ___________,
                  Mortgage
                  Pass-Through Certificates, Series 200_-_  

              


      

    

     

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement, the undersigned, as Custodian, hereby certifies that as to each
      Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
      Loan
      paid in full or listed on the attachment hereto) it has reviewed the Mortgage
      File and the Mortgage Loan Schedule and has determined that: (i) all documents
      required to be included in the Mortgage File are in its possession; (ii) such
      documents have reviewed by it and appear regular on their face and relate to
      such Mortgage Loan; and (iii) based on examination by it, and only as to such
      documents, the information set forth in items (iii) and (iv) of the definition
      or description of “Mortgage Loan Schedule” is correct.

     

    The
      Custodian has made no independent examination of any documents contained in
      each
      Mortgage File beyond the review specifically required in the above-referenced
      Pooling and Servicing Agreement. The Custodian makes no representation that
      any
      documents specified in clause (vi) of Section 2.01 should be included in any
      Mortgage File. The Custodian makes no representations as to and shall not be
      responsible to verify: (i) the validity, legality, sufficiency, enforceability,
      due authorization, recordability or genuineness of any of the documents
      contained in each Mortgage File of any of the Mortgage Loans identified on
      the
      Mortgage Loan Schedule, (ii) the collectability, insurability, effectiveness
      or
      suitability of any such Mortgage Loan, or (iii) the existence of any assumption,
      modification, written assurance or substitution agreement with respect to any
      Mortgage File if no such documents appear in the Mortgage File delivered to
      the
      Custodian.


    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Pooling and Servicing Agreement.

     

    
      	 	
              [_______________________________]

               

            
	 	
              By:
                ________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    EXHIBIT
      D

     

    FORM
      OF
      CUSTODIAN FINAL CERTIFICATION

     

    ______________,
      20__

     

    Impac
      Funding Corporation

    1401
      Dove
      Street

    Newport
      Beach, California 92660

     

    
      

        
          	
                   

                	
                  Re:

                	
                  Pooling
                    and Servicing Agreement, dated as of __________, 200_ among Impac
                    Secured
                    Assets Corp., Impac Funding Corporation and ___________,
                    Mortgage
                    Pass-Through Certificates, Series 200_-_  

                


        

      

       

    

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the above-captioned Pooling and Servicing
      Agreement, the undersigned, as Custodian, hereby certifies that as to each
      Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage
      Loan
      paid in full or listed on the attachment hereto) it has received the documents
      set forth in Section 2.01.

     

    The
      Custodian has made no independent examination of any documents contained in
      each
      Mortgage File beyond the review specifically required in the above-referenced
      Pooling and Servicing Agreement. The Custodian makes no representation that
      any
      documents specified in clause (vi) of Section 2.01 should be included in any
      Mortgage File. The Custodian makes no representations as to and shall not be
      responsible to verify: (i) the validity, legality, sufficiency, enforceability,
      due authorization, recordability or genuineness of any of the documents
      contained in each Mortgage File of any of the Mortgage Loans identified on
      the
      Mortgage Loan Schedule, (ii) the collectability, insurability, effectiveness
      or
      suitability of any such Mortgage Loan or (iii) the existence of any assumption,
      modification, written assurance or substitution agreement with respect to any
      Mortgage File if no such documents appear in the Mortgage File delivered to
      the
      Custodian.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the above-captioned Pooling and Servicing Agreement.

     

    
      	 	
              [_________________________]

               

            
	 	
              By: ________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      E

     

    FORM
      OF
      REMITTANCE REPORT

     

    (Provided
      Upon Request)

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      F-1

     

    REQUEST
      FOR RELEASE

     

    (for
      Custodian)

     

    
      	
              Loan
                Information

            	 	 
	 	
              Name
                of Mortgagor:

            	
              ___________________________

            
	 	 	 
	 	
              Master
                Servicer

            	 
	 	 	 
	 	
              Loan
                No.:

            	
              ___________________________

            
	 	 	 
	
              Trustee

            	 	 
	 	
              Name:

            	
              ___________________________

            
	 	 	 
	 	
              Address:

            	
              ___________________________

            
	 	 	 
	 	 	
              ___________________________

            
	 	 	 
	 	
              Trustee

            	 
	 	 	 
	 	
              Mortgage
                File No.:

            	
              ___________________________

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Request
      for Requesting Documents (check one):

     

    
      	
              1.

            	 	
              Mortgage
                Loan Liquidated.

            


    

    (The
      Master Servicer hereby certifies that all proceeds of foreclosure, insurance
      or
      other liquidation have been finally received and deposited into the Custodial
      Account to the extent required pursuant to the Pooling and Servicing
      Agreement.)

     

    
      	
              2.

            	 	
              Mortgage
                Loan in Foreclosure.

            


    

     

    
      	
              3.

            	 	
              Mortgage
                Loan Repurchased Pursuant to Section 9.01 of the Pooling and Servicing
                Agreement.

            


    

     

    
      	
              4.

            	 	
              Mortgage
                Loan Repurchased Pursuant to Article II of the Pooling and Servicing
                Agreement.

            


    

    (The
      Master Servicer hereby certifies that the repurchase price has been deposited
      into the Custodial Account pursuant to the Pooling and Servicing
      Agreement.)

     

    
      	
              5.

            	 	
              Other
                (explain).

            


    

     

    
      	
               

            
	
               

            
	
               

            
	
               

            
	
               

            
	
               

            
	 


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    The
      undersigned Master Servicer hereby acknowledges that it has received from the
      Trustee for the Holders of Mortgage Pass-Through Certificates, Series 200_-_,
      the documents referred to below (the “Documents”). All capitalized terms not
      otherwise defined in this Request for Release shall have the meanings given
      them
      in the Pooling and Servicing Agreement, dated as of ___________, 200_ (the
      “Pooling and Servicing Agreement”), among Impac Secured Assets Corp., Impac
      Funding Corporation and the Trustee.

     

    

      
        	
                (
                  )

              	
                Promissory
                  Note dated _________________, 200_, in the original principal sum
                  of
                  $__________, made by __________________, payable to, or endorsed
                  to the
                  order of, the Trustee.

              
	 	 
	
                (
                  )

              	
                Mortgage
                  recorded on _________________________ as instrument no. ___________
                  in the
                  County Recorders Office of the County of ______________________,
                  State of
                  _____________________ in book/reel/docket of official records at
                  page/image _______________.

              
	 	 
	
                (
                  )

              	
                Deed
                  of Trust recorded on ____________________ as instrument no._____________
                  in the County Recorder's Office of the County of ______________________,
                  State of _____________________in book/reel/docket __________________
                  of
                  official records at page/image ________________.

              
	 	 
	
                (
                  )

              	
                Assignment
                  of Mortgage or Deed of Trust to the Trustee, recorded on _______________
                  as instrument no. ______________ in the County Recorder's Office
                  of the
                  County of ________________, State of ___________________ in
                  book/reel/docket ____________ of official records at page/image
                  ___________.

              
	 	 
	
                (
                  )

              	
                Other
                  documents, including any amendments, assignments or other assumptions
                  of
                  the Mortgage Note or
                  Mortgage.

              


      

    

     

    
      
        	
                (
                  )

              	
                ___________________________

              
	 	 
	
                (
                  )

              	
                ___________________________

              
	 	 
	
                (
                  )

              	
                ___________________________

              
	 	 
	
                (
                  )

              	
                ___________________________

              
	 	 


      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    The
      undersigned Master Servicer hereby acknowledges and agrees as
      follows:

     

    (1) The
      Master Servicer shall hold and retain possession of the Documents in trust
      for
      the benefit of the Trustee, solely for the purposes provided in the
      Agreement.

     

    (2) The
      Master Servicer shall not cause or knowingly permit the Documents to become
      subject to, or encumbered by, any claim, liens, security interest, charges,
      writs of attachment or other impositions nor shall the Master Servicer assert
      or
      seek to assert any claims or rights of setoff to or against the Documents or
      any
      proceeds thereof.

     

    (3) The
      Master Servicer shall return each and every Document previously requested from
      the Mortgage File to the Custodian when the need therefor no longer exists,
      unless the Mortgage Loan relating to the Documents has been liquidated and
      the
      proceeds thereof have been remitted to the Custodial Account and except as
      expressly provided in the Agreement.

     

    (4) The
      Documents and any proceeds thereof, including any proceeds of proceeds, coming
      into the possession or control of the Master Servicer shall at all times be
      earmarked for the account of the Trustee, and the Master Servicer shall keep
      the
      Documents and any proceeds separate and distinct from all other property in
      the
      Master Servicer's possession, custody or control.

     

    

      
        	 	
                IMPAC
                  FUNDING CORPORATION

              
	 	 	 
	 	
                By:

              	 
	 	
                Title:

              	 
	 	 	 
	Date: _________________, 200_	 	 


      

      

 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     


    EXHIBIT
      F-2

     

    REQUEST
      FOR RELEASE

     

    [Mortgage
      Loans Paid in Full]

     

     

    OFFICER'S
      CERTIFICATE AND TRUST RECEIPT

    MORTGAGE
      PASS-THROUGH CERTIFICATES

    SERIES
      200_-_

     

    _____________________________________
      HEREBY CERTIFIES THAT HE/SHE IS AN OFFICER OF THE MASTER SERVICER, HOLDING
      THE
      OFFICE SET FORTH BENEATH HIS/HER SIGNATURE, AND HEREBY FURTHER CERTIFIES AS
      FOLLOWS:

     

    WITH
      RESPECT TO THE MORTGAGE LOANS, AS THE TERM IS DEFINED IN THE POOLING AND
      SERVICING AGREEMENT DESCRIBED IN THE ATTACHED SCHEDULE:

     

    ALL
      PAYMENTS OF PRINCIPAL, PREMIUM (IF ANY), AND INTEREST HAVE BEEN
      MADE.

     

    
      	
              LOAN
                NUMBER: _____________________

            	
              BORROWER'S
                NAME: ________________

            
	 	 
	
              COUNTY:
                ___________________________

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    WE
      HEREBY
      CERTIFY THAT ALL AMOUNTS RECEIVED IN CONNECTION WITH SUCH PAYMENTS, WHICH ARE
      REQUIRED TO BE DEPOSITED IN THE CUSTODIAL ACCOUNT PURSUANT TO SECTION 3.10
      OF
      THE POOLING AND SERVICING AGREEMENT, HAVE BEEN OR WILL BE CREDITED.

     

    
      	
              _________
                ____________

            	
              DATED:
                _____________________

            


    

    


    /
      / VICE
      PRESIDENT

     

    /
      / ASSISTANT
      VICE PRESIDENT

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      G-1

     

    FORM
      OF
      INVESTOR REPRESENTATION LETTER

     

    ___________,200__

     

    Impac
      Secured Assets Corp.

    1401
      Dove
      Street

    Newport
      Beach, California 92660

     

    [TRUSTEE]

    Attention:
      Impac Secured Assets Corp. Series 200_-_

     

    
      	 	
              Re:

            	
              Impac
                Secured Assets Corp.

              
                Mortgage
                  Pass-Through Certificates Series 200_-_,
                  Class

              

            


    

     

     

    Ladies
      and Gentlemen:

     

    ______________
      (the “Purchaser”) intends to purchase from ______________ (the “Sponsor”)
      $_________ Initial Certificate Principal Balance of Mortgage Pass-Through
      Certificates, Series 200_-_, Class _____ (the “Certificates”), issued pursuant
      to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”),
      dated as of ___________, 200_ among Impac Secured Assets Corp., as depositor
      (the “Depositor”), Impac Funding Corporation, as master servicer, ____________,
      as trustee (the “Trustee”). All terms used herein and not otherwise defined
      shall have the meanings set forth in the Pooling and Servicing Agreement. The
      Purchaser hereby certifies, represents and warrants to, and covenants with,
      the
      Depositor and the Trustee that:

     

    1. The
      Purchaser understands that (a) the Certificates have not been and will not
      be
      registered or qualified under the Securities Act of 1933, as amended (the “Act”)
      or any state securities law, (b) the Depositor is not required to so register
      or
      qualify the Certificates, (c) the Certificates may be resold only if registered
      and qualified pursuant to the provisions of the Act or any state securities
      law,
      or if an exemption from such registration and qualification is available, (d)
      the Pooling and Servicing Agreement contains restrictions regarding the transfer
      of the Certificates and (e) the Certificates will bear a legend to the foregoing
      effect.

     

    2. The
      Purchaser is acquiring the Certificates for its own account for investment
      only
      and not with a view to or for sale in connection with any distribution thereof
      in any manner that would violate the Act or any applicable state securities
      laws.

     

    3. The
      Purchaser is (a) a substantial, sophisticated institutional investor having
      such
      knowledge and experience in financial and business matters, and, in particular,
      in such matters related to securities similar to the Certificates, such that
      it
      is capable of evaluating the merits and risks of investment in the Certificates,
      (b) able to bear the economic risks of such an investment and (c) an “accredited
      investor” within the meaning of Rule 501 (a) promulgated pursuant to the
      Act.

     

    4. The
      Purchaser has been furnished with, and has had an opportunity to review (a)
      a
      copy of the Pooling and Servicing Agreement and (b) such other information
      concerning the Certificates, the Mortgage Loans and the Depositor as has been
      requested by the Purchaser from the Depositor or the Sponsor and is relevant
      to
      the Purchaser's decision to purchase the Certificates. The Purchaser has had
      any
      questions arising from such review answered by the Depositor or the Sponsor
      to
      the satisfaction of the Purchaser.

     

    5. The
      Purchaser has not and will not nor has it authorized or will it authorize any
      person to (a) offer, pledge, sell, dispose of or otherwise transfer any
      Certificate, any interest in any Certificate or any other similar security
      to
      any person in any manner, (b) solicit any offer to buy or to accept a pledge,
      disposition of other transfer of any Certificate, any interest in any
      Certificate or any other similar security from any person in any manner, (c)
      otherwise approach or negotiate with respect to any Certificate, any interest
      in
      any Certificate or any other similar security with any person in any manner,
      (d)
      make any general solicitation by means of general advertising or in any other
      manner or (e) take any other action, that (as to any of (a) through (e) above)
      would constitute a distribution of any Certificate under the Act, that would
      render the disposition of any Certificate a violation of Section 5 of the Act
      or
      any state securities law, or that would require registration or qualification
      pursuant thereto. The Purchaser will not sell or otherwise transfer any of
      the
      Certificates, except in compliance with the provisions of the Pooling and
      Servicing Agreement.

     

    

      
        	 	
                Very
                  truly yours,

                 

              
	 	
                
                  (Purchaser)

                

              
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      G-2

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    ______________,200___

     

    Impac
      Secured Assets Corp.

    1401
      Dove
      Street

    Newport
      Beach, California 92660

     

    [TRUSTEE]

     

    Attention:
      Impac Secured Assets Corp. Series 200_-_

     

    
      	 	
              Re:

            	
              Impac
                Secured Assets Corp.

              Mortgage
                Pass-Through Certificates, Series
                200_-_, Class

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the sale by ___________ (the “Sponsor”) to ________ (the
“Purchaser”) of $_________ Initial Certificate Principal Balance of Mortgage
      Pass-Through Certificates, Series 200_-_, Class _____ (the “Certificates”),
      issued pursuant to the Pooling and Servicing Agreement (the “Pooling and
      Servicing Agreement”), dated as of ____________, 200_ among Impac Secured Assets
      Corp., as depositor (the “Depositor”), Impac Funding Corporation, as master
      servicer, ___________, as trustee (the “Trustee”). The Sponsor hereby certifies,
      represents and warrants to, and covenants with, the Depositor and the Trustee
      that:

     

    Neither
      the Sponsor nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      or
      (e) has taken any other action, that (as to any of (a) through (e) above) would
      constitute a distribution of the Certificates under the Securities Act of 1933
      (the “Act”), that would render the disposition of any Certificate a violation of
      Section 5 of the Act or any state securities law, or that would require
      registration or qualification pursuant thereto. The Sponsor will not act in
      any
      manner set forth in the foregoing sentence with respect to any Certificate.
      The
      Sponsor has not and will not sell or otherwise transfer any of the Certificates,
      except in compliance with the provisions of the Pooling and Servicing
      Agreement.

     

    
      

        
          	 	
                  Very
                    truly yours,

                   

                
	 	
                  
                    
                      (Sponsor)

                    

                  

                
	 	 	 
	 	
                  By:

                	 
	 	
                  Name:

                	 
	 	
                  Title:

                	 


        

      

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      G-3

     

    FORM
      OF
      RULE 144A INVESTMENT REPRESENTATION

     

    Description
      of Rule 144A Securities, including numbers:

    Impac
      Secured Assets Corp.

    Mortgage
      Pass-Through Certificates

    Series
      200_-_, Class ____, No. ____

     

     

    The
      undersigned seller, as registered holder (the “Transferor”), intends to transfer
      the Rule 144A Securities described above to the undersigned buyer (the
“Buyer”).

     

    1.
      In
      connection with such transfer and in accordance with the agreements pursuant
      to
      which the Rule 144A Securities were issued, the Transferor hereby certifies
      the
      following facts: Neither the Transferor nor anyone acting on its behalf has
      offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
      Securities, any interest in the Rule 144A Securities or any other similar
      security to, or solicited any offer to buy or accept a transfer, pledge or
      other
      disposition of the Rule 144A Securities, or otherwise approached or negotiated
      with respect to the Rule 144A Securities, any interest in the Rule 144A
      Securities or any other similar security with, any person in any manner, or
      made
      any general solicitation by means of general advertising or in any other manner,
      or taken any other action, which would constitute a distribution of the Rule
      144A Securities under the Securities Act of 1933, as amended (the “1933 Act”),
      or which would render the disposition of the Rule 144A Securities a violation
      of
      Section 5 of the 1933 Act or require registration pursuant thereto, and that
      the
      Transferor has not offered the Rule 144A Securities to any person other than
      the
      Buyer or another “qualified institutional buyer” as defined in Rule 144A under
      the 1933 Act.

     

    2.
      The
      Buyer warrants and represents to, and covenants with, the Transferor, the
      Trustee and the Master Servicer pursuant to Section 5.02 of the Pooling and
      Servicing Agreement as follows:

     

    a.
      The
      Buyer understands that the Rule 144A Securities have not been registered under
      the 1933 Act or the securities laws of any state.

     

    b.
      The
      Buyer considers itself a substantial, sophisticated institutional investor
      having such knowledge and experience in financial and business matters that
      it
      is capable of evaluating the merits and risks of investment in the Rule 144A
      Securities.

     

    c.
      The
      Buyer has been furnished with all information regarding the Rule 144A Securities
      that it has requested from the Transferor, the Trustee or the Master
      Servicer.

     

    d.
      Neither the Buyer nor anyone acting on its behalf has offered, transferred,
      pledged, sold or otherwise disposed of the Rule 144A Securities, any interest
      in
      the Rule 144A Securities or any other similar security to, or solicited any
      offer to buy or accept a transfer, pledge or other disposition of the Rule
      144A
      Securities, any interest in the Rule 144A Securities or any other similar
      security from, or otherwise approached or negotiated with respect to the Rule
      144A Securities, any interest in the Rule 144A Securities or any other similar
      security with, any person in any manner, or made any general solicitation by
      means of general advertising or in any other manner, or taken any other action,
      that would constitute a distribution of the Rule 144A Securities under the
      1933
      Act or that would render the disposition of the Rule 144A Securities a violation
      of Section 5 of the 1933 Act or require registration pursuant thereto, nor
      will
      it act, nor has it authorized or will it authorize any person to act, in such
      manner with respect to the Rule 144A Securities.

     

    e.
      The
      Buyer is a “qualified institutional buyer” as that term is defined in Rule 144
      under the 1933 Act and has completed either of the forms of certification to
      that effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that
      the
      sale to it is being made in reliance on Rule 144A. The Buyer is acquiring the
      Rule 144A Securities for its own account or the account of other qualified
      institutional buyers, understands that such Rule 144 Securities may be resold,
      pledged or transferred only (i) to a person reasonably believed to be a
      qualified institutional buyer that purchases for its own account or for the
      account of a qualified institutional buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
      pursuant to another exemption from registration under the 1933 Act.

     

    3.
      The
      Buyer warrants and represents to, and covenants with, the Transferor, the
      Servicer and the Depositor that either (1) the Buyer is not an employee benefit
      plan within the meaning of Section 3(3) of the Employee Retirement Income
      Security Act of 1974, as amended (“ERISA”) (“Plan”), or a plan within the
      meaning of Section 4975(e)(1) of the Internal Revenue Code of 1986 (the “Code”)
      (also a “Plan”), and the Buyer is not directly or indirectly purchasing the Rule
      144A Securities on behalf of, as investment manager of, as named fiduciary
      of,
      as trustee of, or with assets of a Plan, or (2) the Buyer has provided the
      Trustee with the opinion letter required by section 5.02(c) of the Pooling
      and
      Servicing Agreement.

     

    4.
      This
      document may be executed in one or more counterparts and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same document.

     

     

    IN
      WITNESS WHEREOF, each of the parties has executed this document as of the date
      set forth below.

     

    

      
        	 
	 	 	 	 
	
                Print
                  Name of Transferor

              	 	 	
                Print
                  Name of Buyer

              
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	 	 	
                By:

              	 
	 	
                Name:

              	 	 	
                Name:

              
	 	
                Title:

              	 	 	
                Title:

              
	 	 	 	 	 
	
                Taxpayer
                  Identification:

              	 	Taxpayer
                Identification:
	 	 	 	 
	
                No:

              	 	 	
                No:

              	 
	 	 	 	 	 
	
                Date:

              	 	 	
                Date:

              	 


      

      
 

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    ANNEX
      1 TO EXHIBIT G-

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Buyers Other Than Registered Investment Companies]

     

     

    The
      undersigned hereby certifies as follows in connection with the Rule 144A
      Investment Representation to which this Certification is attached:

     

    1.
      As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2.
      In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933
      (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary
      basis $____________________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer's most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the
      category marked below.

     

    

      
        	
                ____

              	
                Corporation,
                  etc.
                  The Buyer is a corporation (other than a bank, savings and loan
                  association or similar institution), Massachusetts or similar business
                  trust, partnership, or charitable organization described in Section
                  501(c)(3) of the Internal Revenue Code.

              
	 	 
	
                ____

              	
                Bank.
                  The Buyer (a) is a national bank or banking institution organized
                  under
                  the laws of any State, territory or the District of Columbia, the
                  business
                  of which is substantially confined to banking and is supervised
                  by the
                  State or territorial banking commission or similar official or
                  is a
                  foreign bank or equivalent institution, and (b) has an audited
                  net worth
                  of at least $25,000,000 as demonstrated in its latest annual financial
                  statement, a copy of which is attached hereto.

              
	 	 
	
                ____

              	
                Savings
                  and Loan.
                  The Buyer (a) is a savings and loan association, building and loan
                  association, cooperative bank, homestead association or similar
                  institution, which is supervised and examined by a State or Federal
                  authority having supervision over any such institutions or is a
                  foreign
                  savings and loan association or equivalent institution and (b)
                  has an
                  audited net worth of at least $25,000,000 as demonstrated in its
                  latest
                  annual financial statements.

              
	 	 
	
                ____

              	
                Broker-dealer.
                  The Buyer is a dealer registered pursuant to Section 15 of the
                  Securities
                  Exchange Act of 1934.

              
	 	 
	
                ____

              	
                Insurance
                  Company.
                  The Buyer is an insurance company whose primary and predominant
                  business
                  activity is the writing of insurance or the reinsuring of risks
                  underwritten by insurance companies and which is subject to supervision
                  by
                  the insurance commissioner or a similar official or agency of a
                  State,
                  territory or the District of Columbia.

              
	 	 
	
                ____

              	
                State
                  or Local Plan.
                  The Buyer is a plan established and maintained by a State, its
                  political
                  subdivisions, or any agency or instrumentality of the State or
                  its
                  political subdivisions, for the benefit of its
                  employees.

              
	 	 
	
                ____

              	
                ERISA
                  Plan.
                  The Buyer is an employee benefit plan within the meaning of Title
                  I of the
                  Employee Retirement Income Security Act of 1974.

              
	 	 
	
                ____

              	
                Investment
                  Adviser.
                  The Buyer is an investment adviser registered under the Investment
                  Advisers Act of 1940.

              
	 	 
	
                ____

              	
                SBIC.
                  The Buyer is a Small Business Investment Company licensed by the
                  U.S.
                  Small Business Administration under Section 301(c) or (d) of the
                  Small
                  Business Investment Act of 1958.

              
	 	 
	
                ____

              	
                Business
                  Development Company.
                  The Buyer is a business development company as defined in Section
                  202(a)(22) of the Investment Advisers Act of 1940.

              
	 	 
	
                ____

              	
                Trust
                  Fund.
                  The Buyer is a trust fund whose trustee is a bank or trust company
                  and
                  whose participants are exclusively (a) plans established and maintained
                  by
                  a State, its political subdivisions, or any agency or instrumentality
                  of
                  the State or its political subdivisions, for the benefit of its
                  employees,
                  or (b) employee benefit plans within the meaning of Title I of
                  the
                  Employee Retirement Income Security Act of 1974, but is not a trust
                  fund
                  that includes as participants individual retirement accounts or
                  H.R. 10
                  plans.

              


      

    

     

    ___________________

      1 Buyer
        must own and/or invest on a discretionary basis at least $100,000,000 in
        securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
        invest on a discretionary basis at least $10,000,000 in
        securities.

    

     

    3.
      The
      term “securities”
as
      used
      herein does
      not include
      (i)
      securities of issuers that are affiliated with the Buyer, (ii) securities that
      are part of an unsold allotment to or subscription by the Buyer, if the Buyer
      is
      a dealer, (iii) bank deposit notes and certificates of deposit, (iv) loan
      participations, (v) repurchase agreements, (vi) securities owned but subject
      to
      a repurchase agreement and (vii) currency, interest rate and commodity
      swaps.

     

    4.
      For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph. Further, in determining such aggregate amount, the
      Buyer may have included securities owned by subsidiaries of the Buyer, but
      only
      if such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer's direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities Exchange Act of 1934.

     

    5.
      The
      Buyer acknowledges that it is familiar with Rule 144A and understands that
      the
      seller to it and other parties related to the Certificates are relying and
      will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

     

    
      	
              ___

            	
              ___

            	 Will
              the Buyer be purchasing the Rule 144A
	
              Yes

            	
              No

            	 Securities
              only for the Buyer's own account?


    

     

    6.
      If the
      answer to the foregoing question is “no”, the Buyer agrees that, in connection
      with any purchase of securities sold to the Buyer for the account of a third
      party (including any separate account) in reliance on Rule 144A, the Buyer
      will
      only purchase for the account of a third party that at the time is a “qualified
      institutional buyer” within the meaning of Rule 144A. In addition, the Buyer
      agrees that the Buyer will not purchase securities for a third party unless
      the
      Buyer has obtained a current representation letter from such third party or
      taken other appropriate steps contemplated by Rule 144A to conclude that such
      third party independently meets the definition of “qualified institutional
      buyer” set forth in Rule 144A.

     

    7.
      The
      Buyer will notify each of the parties to which this certification is made of
      any
      changes in the information and conclusions herein. Until such notice is given,
      the Buyer's purchase of Rule 144A Securities will constitute a reaffirmation
      of
      this certification as of the date of such purchase.

     

    

      
        	 	
                 

                 

              
	 	
                
                  Print
                    Name of Buyer

                

              


      

      
        	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 
	 	 	 
	 	Date:	 


      

    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    ANNEX
      2 TO EXHIBIT G-3

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Buyers That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows in connection with the Rule 144A
      Investment Representation to which this Certification is attached:

     

    1.
      As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933 (“Rule 144A”) because Buyer is part of a Family of Investment
      Companies (as defined below), is such an officer of the Adviser.

     

    2.
      In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, and (ii) as marked
      below, the Buyer alone, or the Buyer's Family of Investment Companies, owned
      at
      least $100,000,000 in securities (other than the excluded securities referred
      to
      below) as of the end of the Buyer's most recent fiscal year. For purposes of
      determining the amount of securities owned by the Buyer or the Buyer's Family
      of
      Investment Companies, the cost of such securities was used.

     

    
      

        
          	
                  ____

                	
                  The
                    Buyer owned $_______________ in securities (other than the excluded
                    securities referred to below) as of the end of the Buyer's most
                    recent
                    fiscal year (such amount being calculated in accordance with
                    Rule
                    144A).

                
	 	 
	
                  ____

                	
                  The
                    Buyer is part of a Family of Investment Companies which owned
                    in the
                    aggregate $____________ in securities (other than the excluded
                    securities
                    referred to below) as of the end of the Buyer's most recent fiscal
                    year
                    (such amount being calculated in accordance with Rule
                    144A).

                
	 	 


        

      

       

    

    3.
      The
      term “Family
      of Investment Companies”
as
      used
      herein means two or more registered investment companies (or series thereof)
      that have the same investment adviser or investment advisers that are affiliated
      (by virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the
      other).

     

    4.
      The
      term “securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the
      Buyer or are part of the Buyer's Family of Investment Companies, (ii) bank
      deposit notes and certificates of deposit, (iii) loan participations, (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps.

     

    5.
      The
      Buyer is familiar with Rule 144A and understands that each of the parties to
      which this certification is made are relying and will continue to rely on the
      statements made herein because one or more sales to the Buyer will be in
      reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer's
      own account.

     

    6.
      The
      undersigned will notify each of the parties to which this certification is
      made
      of any changes in the information and conclusions herein. Until such notice,
      the
      Buyer's purchase of Rule 144A Securities will constitute a reaffirmation of
      this
      certification by the undersigned as of the date of such purchase.

     

    

      
        	 	
                 

                 

              
	 	
                
                  Print
                    Name of Buyer

                

              


      

      
        	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 
	 	 	 
	 


      

    

     

    
      
        	 	
                IF
                  AN ADVISER:

              
	 	 	 
	 	 
	 	
                Print
                  Name of Buyer

              
	 	 	 
	 	 	 
	 	 	 
	 	
                Date:

              	 


      

    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      G-4

     

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    ______________,
      200__

     

    Impac
      Secured Assets Corp.

    1401
      Dove
      Street

    Newport
      Beach, California 92660

     

    [TRUSTEE]

     

    Attention:
      Impac Secured Assets Corp. Series 200_-_

     

    
      	 	
              Re:

            	
              Impac
                Secured Assets Corp.

              
                Mortgage
                  Pass-Through Certificates

                Series
                  200_-_, Class
                  [R]                        
                  

              

            


    

     

     

    Ladies
      and Gentlemen:

     

    This
      letter is delivered to you in connection with the sale by
      ________________________ (the “Sponsor”) to
      _______________________________________ (the “Purchaser”) of a ____% Percentage
      Interest in the Mortgage Pass-Through Certificates, Series 200_-_, Class [R]
      “Certificates”), issued pursuant to Section 5.02 of the Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”), dated as of ___________,
      200_, among Impac Secured Assets Corp., as depositor (the “Depositor”), Impac
      Funding Corporation, as master servicer and ___________, as trustee (the
“Trustee”). All terms used herein and not otherwise defined shall have the
      meaning set forth in the Pooling and Servicing Agreement. The Sponsor hereby
      certifies, represents and warrants to, and covenants with, the Depositor and
      the
      Trustee that:

     

    1. No
      purpose of the Sponsor relating to the sale of the Certificates by the Sponsor
      to the Purchaser is or will be to impede the assessment or collection of any
      tax.

     

    2. The
      Sponsor understands that the Purchaser has delivered to the Trustee and the
      Master Servicer a transfer affidavit and agreement in the form attached to
      the
      Pooling and Servicing Agreement as Exhibit G-5. The Sponsor does not know or
      believe that any representation contained therein is false.

     

    3. The
      Sponsor has at the time of the transfer conducted a reasonable investigation
      of
      the financial condition of the Purchaser as contemplated by Treasury Regulations
      Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Sponsor
      has determined that the Purchaser has historically paid its debts as they have
      become due and has found no significant evidence to indicate that the Purchaser
      will not continue to pay its debts as they become due in the future. The Sponsor
      understands that the transfer of the Certificates may not be respected for
      United States income tax purposes (and the Sponsor may continue to be liable
      for
      United States income taxes associated therewith) unless the Sponsor has
      conducted such an investigation.

     

    4. The
      Sponsor has no actual knowledge that the proposed Transferee is a Disqualified
      Organization, an agent of a Disqualified Organization or a Non-United States
      Person.

     

     

    
      
        

          
            	 	
                    Very
                      truly yours,

                     

                  
	 	
                    
                      
                        (Sponsor)

                      

                    

                  
	 	 	 
	 	
                    By:

                  	 
	 	
                    Name:

                  	 
	 	
                    Title:

                  	 


          

        

         

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      G-5

     

    FORM
      OF
      TRANSFER AFFIDAVIT AND AGREEMENT

     

    

      
        	
                STATE
                  OF 

              	
                )

              	 
	 	
                )

              	
                ss.:

              
	
                COUNTY
                  OF

              	
                )

              	 


      

       

    

    


    ___________________,
      being first duly sworn, deposes, represents and warrants:

     

    1. That
      he/she is [Title of Officer] of [Name of Owner], a [savings institution]
      [corporation] duly organized and existing under the laws of [the State of
      __________] [the United States], (the “Owner”), (record or beneficial owner of
      the Class [R] Certificates (the “Class [R] Certificates”) on behalf of which
      he/she makes this affidavit and agreement). This Class [R] Certificates were
      issued pursuant to the Pooling and Servicing Agreement (the “Pooling and
      Servicing Agreement”) dated as of ____________, 200_ among Impac Secured Assets
      Corp., as depositor, Impac Funding Corporation, as master servicer (the “Master
      Servicer”) and ___________, as trustee (the “Trustee”).

     

    2. That
      the
      Owner (i) is not and will not be a “disqualified organization” as of
      _____________ [date of transfer] within the meaning of Section 860E(e)(5) of
      the
      Internal Revenue Code of 1986, as amended (the “Code”), (ii) will endeavor to
      remain other than a disqualified organization for so long as it retains its
      ownership interest in the Class [R] Certificates, and (iii) is acquiring the
      Class [R] Certificates for its own account or for the account of another Owner
      from which it has received an affidavit and agreement in substantially the
      same
      form as this affidavit and agreement. (For this purpose, a “disqualified
      organization” means the United States, any state or political subdivision
      thereof, any agency or instrumentality of any of the foregoing (other than
      an
      instrumentality all of the activities of which are subject to tax and, except
      for Freddie Mac, a majority of whose board of directors is not selected by
      any
      such governmental entity) or any foreign government, international organization
      or any agency or instrumentality of such foreign government or organization,
      any
      rural electric or telephone cooperative, or any organization (other than certain
      farmers' cooperatives) that is generally exempt from federal income tax unless
      such organization is subject to the tax on unrelated business taxable
      income).

     

    3. That
      the
      Owner is aware (i) of the tax that would be imposed on transfers of Class R
      Certificates to disqualified organizations under the Code, that applies to
      all
      transfers of Class [R] Certificates after March 31, 1988; (ii) that such tax
      would be on the transferor, or, if such transfer is through an agent (which
      person includes a broker, nominee or middleman) for a disqualified organization,
      on the agent; (iii) that the person otherwise liable for the tax shall be
      relieved of liability for the tax if the transferee furnishes to such person
      an
      affidavit that the transferee is not a disqualified organization and, at the
      time of transfer, such person does not have actual knowledge that the affidavit
      is false; and (iv) that the Class [R] Certificates may be “noneconomic residual
      interests” within the meaning of Treasury regulations promulgated pursuant to
      the Code and that the transferor of a noneconomic residual interest will remain
      liable for any taxes due with respect to the income on such residual interest,
      unless no significant purpose of the transfer was to impede the assessment
      or
      collection of tax.

     

    4. That
      the
      Owner is aware of the tax imposed on a “pass-through entity” holding Class [R]
      Certificates if at any time during the taxable year of the pass-through entity
      a
      disqualified organization is the record holder of an interest in such entity.
      (For this purpose, a “pass through entity” includes a regulated investment
      company, a real estate investment trust or common trust fund, a partnership,
      trust or estate, and certain cooperatives.)

     

    5. That
      the
      Owner is aware that the Trustee will not register the transfer of any Class
      [R]
      Certificates unless the transferee, or the transferee's agent, delivers to
      it an
      affidavit and agreement, among other things, in substantially the same form
      as
      this affidavit and agreement. The Owner expressly agrees that it will not
      consummate any such transfer if it knows or believes that any of the
      representations contained in such affidavit and agreement are
      false.

     

    6. That
      the
      Owner has reviewed the restrictions set forth on the face of the Class [R]
      Certificates and the provisions of Section 5.02(f) of the Pooling and Servicing
      Agreement under which the Class [R] Certificates were issued (in particular,
      clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the Trustee
      to
      deliver payments to a person other than the Owner and negotiate a mandatory
      sale
      by the Trustee in the event the Owner holds such Certificates in violation
      of
      Section 5.02(f)). The Owner expressly agrees to be bound by and to comply with
      such restrictions and provisions.

     

    7. That
      the
      Owner consents to any additional restrictions or arrangements that shall be
      deemed necessary upon advice of counsel to constitute a reasonable arrangement
      to ensure that the Class [R] Certificates will only be owned, directly or
      indirectly, by an Owner that is not a disqualified organization.

     

    8. The
      Owner's Taxpayer Identification Number is ____________________.

     

    9. This
      affidavit and agreement relates only to the Class [R] Certificates held by
      the
      owner and not to any other holder of the Class [R] Certificates. The Owner
      understands that the liabilities described herein relate only to the Class
      [R]
      Certificates.

     

    10. That
      no
      purpose of the Owner relating to the transfer of any of the Class [R]
      Certificates by the Owner is or will be to impede the assessment or collection
      of any tax.

     

    11. That
      the
      Owner has no present knowledge or expectation that it will be unable to pay
      any
      United States taxes owed by it so long as any of the Certificates remain
      outstanding. In this regard, the Owner hereby represents to and for the benefit
      of the person from whom it acquired the Class [R] Certificate that the Owner
      intends to pay taxes associated with holding such Class [R] Certificate as
      they
      become due, fully understanding that it may incur tax liabilities in excess
      of
      any cash flows generated by the Class [R] Certificate.

     

    12. That
      the
      Owner has no present knowledge or expectation that it will become insolvent
      or
      subject to a bankruptcy proceeding for so long as any of the Class [R]
      Certificates remain outstanding.

     

    13. The
      Owner
      is a citizen or resident of the United States, a corporation, partnership or
      other entity created or organized in, or under the laws of, the United States
      or
      any political subdivision thereof, provided that with respect to any partnership
      or other entity treated as a partnership for United States federal income tax
      purposes, all persons that own an interest in such partnership either directly
      or through any entity that is not a corporation for United States federal income
      tax purposes are required by the applicable operative agreement to be United
      States Persons, or an estate or trust whose income from sources without the
      United States is includible in gross income for United States federal income
      tax
      purposes regardless of its connection with the conduct of a trade or business
      within the United States.

     

    14. (a)
      The
      Certificates (i) are not being acquired by, and will not be transferred to,
      any
      employee benefit plan within the meaning of section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”) or other retirement
      arrangement, including individual retirement accounts and annuities, Keogh
      plans
      and bank collective investment funds and insurance company general or separate
      accounts in which such plans, accounts or arrangements are invested, that is
      subject to ERISA or Section 4975 of the Internal Revenue Code of 1986 (the
      “Code”) (any of the foregoing, a “Plan”), (ii) are not being acquired with “plan
      assets” of a Plan within the meaning of the Department of Labor (“DOL”)
      regulation, 29 C.F.R. § 2510.3-101 or otherwise under ERISA, and (iii) will not
      be transferred to any entity that is deemed to be investing in plan assets
      within the meaning of the DOL regulation, 29 C.F.R. § 2510.3-101 or otherwise
      under ERISA; or

     

    (b)
      The
      Owner will provide the Trustee with an opinion of counsel, as specified in
      Section 5.02(c) of the Pooling and Servicing Agreement, acceptable to and in
      form and substance satisfactory to the Trustee to the effect that the purchase
      of Certificates is permissible under applicable law, will not constitute or
      result in any non-exempt prohibited transaction under ERISA or Section 4975
      of
      the Code and will not subject the Trustee, the Depositor 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 the Pooling
      and
      Servicing Agreement.

     

    In
      addition, the Owner hereby certifies, represents and warrants to, and covenants
      with, the Depositor, the Trustee and the Master Servicer that the Owner will
      not
      transfer such Certificates to any Plan or person unless either such Plan or
      person meets the requirements set forth in either (a) or (b) above.

     

    Capitalized
      terms used but not defined herein shall have the meanings assigned in the
      Pooling and Servicing Agreement.

    
 

    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, by its [Title of Officer] and its corporate seal to be hereunto
      attached, attested by its [Assistant] Secretary, this ______ day of
      _____________, _____.

     

    


    
      	 	
               

              ________________________________ 

              [NAME
                OF OWNER]

               

               

            
	 	 

              By:
                ________________________________

              [Name
                of Officer]

              [Title
                of Officer]

            
	
              [Corporate
                Seal]

              ATTEST:

              ________________________________
                

              [Assistant]
                Secretary

            	 


    

    


    Personally
      appeared before me the above-named [Name of Officer], known or proved to me
      to
      be the same person who executed the foregoing instrument and to be the [Title
      of
      Officer] of the Owner, and acknowledged to me that such person executed the
      same
      as such person's free act and deed and the free act and deed of the
      Owner.

     

    Subscribed
      and sworn before me this ____ day of ___________, 200__.

     

    


    
      	 	
              ________________________________ 

              NOTARY
                PUBLIC

              COUNTY
                OF_________________________

               

              STATE
                OF___________________________

               

              My
                Commission expires the ____ day of __________,
                200__.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

     

    MORTGAGE
      LOAN SCHEDULE

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      I

     

    SPONSOR
      REPRESENTATIONS AND WARRANTIES

     

    Sponsor
      's Representations Assigned by Depositor to Trustee

     

    Representations
      and Warranties. Pursuant to the Mortgage Loan Purchase Agreement, the Sponsor
      has made certain representations and warranties to the Depositor. The Sponsor
      shall confirm such representations and warranties and shall deliver a Sponsor's
      Warranty Certificate and an Officer's Certificate on the Closing Date (i)
      reaffirming such representations and warranties and (ii) specifically restating
      and reaffirming the following representations and warranties as of such date.
      The following representations are, pursuant to the Pooling and Servicing
      Agreement, assigned by the Depositor to the Trustee for the benefit of the
      Certificateholders, together with the related repurchase rights specified in
      the
      Mortgage Loan Purchase Agreement. Pursuant to the Mortgage Loan Purchase
      Agreement, the Sponsor's Warranty Certificate and related Officer's Certificate,
      the Sponsor affirms each such representation and warranty and agrees, consents
      to and acknowledges the assignment thereof to the Trustee. All capitalized
      terms
      herein shall have the meanings assigned in the Pooling and Servicing Agreement
      and the Sponsor 's Warranty Certificate, as applicable.

     

    The
      Sponsor hereby represents and warrants to the Depositor and Trustee, as to
      each
      Mortgage Loan, that as of the Closing Date or as of such other date specifically
      provided herein:

     

    (i)
      the
      information set forth in the Mortgage Loan Schedule hereto is true and correct
      in all material respects;

     

    (ii)
      the
      terms of the Mortgage Note and the Mortgage have not been impaired, waived,
      altered or modified in any respect, except by written instruments, (i) if
      required by law in the jurisdiction where the Mortgaged Property is located,
      or
      (ii) to protect the interests of the Trustee on behalf of the
      Certificateholders;

     

    (iii)
      the
      Mortgage File for each Mortgage Loan contains a true and complete copy of each
      of the documents contained in such Mortgage File, including all amendments,
      modifications and, if applicable, waivers and assumptions that have been
      executed in connection with such Mortgage Loan;

     

    (iv)
      immediately prior to the transfer to the Purchaser, the Sponsor was the sole
      owner of beneficial title and holder of each Mortgage and Mortgage Note relating
      to the Mortgage Loans and is conveying the same free and clear of any and all
      liens, claims, encumbrances, participation interests, equities, pledges, charges
      or security interests of any nature and the Sponsor has full right and authority
      to sell or assign the same pursuant to this Agreement;

     

    (v)
      each
      Mortgage is a valid and enforceable first lien on the property securing the
      related Mortgage Note and each Mortgaged Property is owned by the Mortgagor
      in
      fee simple (except with respect to common areas in the case of condominiums,
      PUDs and de minimis PUDs) or by leasehold for a term longer than the term of
      the
      related Mortgage, subject only to (i) the lien of current real property taxes
      and assessments, (ii) covenants, conditions and restrictions, rights of way,
      easements and other matters of public record as of the date of recording of
      such
      Mortgage, such exceptions being acceptable to mortgage lending institutions
      generally or specifically reflected in the appraisal obtained in connection
      with
      the origination of the related Mortgage Loan or referred to in the lender's
      title insurance policy delivered to the originator of the related Mortgage
      Loan
      and (iii) other matters to which like properties are commonly subject which
      do
      not materially interfere with the benefits of the security intended to be
      provided by such Mortgage;

     

    (vi)
      no
      payment of principal of or interest on or in respect of any Mortgage Loan is
      30
      or more days past due;

     

    (vii)
      there is no mechanics' lien or claim for work, labor or material affecting
      the
      premises subject to any Mortgage which is or may be a lien prior to, or equal
      with, the lien of such Mortgage except those which are insured against by the
      title insurance policy referred to in (xii) below;

     

    (viii)
      as
      of the Cut off Date, (i) no Mortgage Loan had been 30 days or more delinquent
      more than once during the preceding 12 months, (ii) no Mortgage Loan had been
      delinquent for 60 days or more during the preceding 12 months and (iii) to
      Sponsor 's knowledge, there was no delinquent tax or assessment lien against
      the
      property subject to any Mortgage, except where such lien was being contested
      in
      good faith and a stay had been granted against levying on the
      property;

     

    (ix)
      there is no valid offset, defense or counterclaim to any Mortgage Note or
      Mortgage, including the obligation of the Mortgagor to pay the unpaid principal
      and interest on such Mortgage Note;

     

    (x)
      to
      Sponsor 's knowledge, except to the extent insurance is in place which will
      over
      such damage, the physical property subject to any Mortgage is free of material
      damage and is in good repair and there is no proceeding pending or threatened
      for the total or partial condemnation of any Mortgaged Property;

     

    (xi)
      each
      Mortgage Loan complies in all material respects with applicable local, state
      and
      federal laws, including, without limitation, usury, equal credit opportunity,
      real estate settlement procedures, the Federal Truth In Lending Act and
      disclosure laws, including, but not limited to, any applicable predatory lending
      laws. The consummation of the transactions contemplated hereby, including
      without limitation, the receipt of interest by the owner of such Mortgage Loan
      or the holders of Certificates secured thereby, will not involve the violation
      of any such laws. Each Mortgage Loan is being serviced in all material respects
      in accordance with applicable local, state and federal laws, including, without
      limitation, the Federal Truth In Lending Act and other consumer protection
      laws,
      real estate settlement procedures, usury, equal credit opportunity and
      disclosure laws;

     

    (xii)
      a
      lender's title insurance policy (on an ALTA or CLTA form) or binder, or other
      assurance of title customary in the relevant jurisdiction therefor in a form
      acceptable to Fannie Mae or Freddie Mac, was issued on the date that each
      Mortgage Loan was created by a title insurance company which, to the best of
      Sponsor's knowledge, was qualified to do business in the jurisdiction where
      the
      related Mortgaged Property is located, insuring the Sponsor and its successors
      and assigns that the Mortgage is a first priority lien on the related Mortgaged
      Property in the original principal amount of the Mortgage Loan. Sponsor is
      the
      sole insured under such lender's title insurance policy, and such policy, binder
      or assurance is valid and remains in full force and effect, and each such
      policy, binder or assurance shall contain all applicable endorsements including
      a negative amortization endorsement, if applicable;

     

    (xiii)
      in
      the event the Mortgage constitutes a deed of trust, either a trustee, duly
      qualified under applicable law to serve as such, has been properly designated
      and currently so serves and is named in the Mortgage or if no duly qualified
      trustee has been properly designated and so serves, the Mortgage contains
      satisfactory provisions for the appointment of such trustee by the holder of
      the
      Mortgage at no cost or expense to such holder, and no fees or expenses are
      or
      will become payable by Purchaser to the trustee under the deed of trust, except
      in connection with a trustee's sale after default by the mortgagor;

     

    (xiv)
      (i)
      the Loan-to-Value Ratio of each Mortgage Loan at origination was not more than
      [___]%; (ii) except with regard to [___]% of the Mortgage Loans, each Mortgage
      Loan with a Loan-to-Value Ratio at origination in excess of [____]% will be
      insured by one of the following: (a) a Primary Insurance Policy issued by a
      private mortgage insurer or (b) a Radian Lender-Paid PMI Policy. Each Primary
      Insurance Policy will insure against default under each insured Mortgage Note
      as
      follows: (i) for which the outstanding principal balance at origination of
      such
      Mortgage Loan is greater than or equal to [____] % and up to and including
      [____]% of the lesser of the Appraised Value and the sales price, such Mortgage
      Loan is covered by a Primary Insurance Policy in an amount equal to at least
      [____]% of the Allowable Claim and (ii) for which the outstanding principal
      balance at origination of such Mortgage Loan exceeded 90.00% of the lesser
      of
      the Appraised Value and the sales price, such Mortgage Loan is covered by a
      Primary Insurance Policy in an amount equal to at least [____]% of the Allowable
      Claim. Each Radian Lender-Paid PMI Policy will insure against default under
      each
      insured Mortgage Note related to a covered Mortgage Loan as follows: (i) for
      which the outstanding principal balance at origination of such Mortgage Loan
      is
      at least [____]% and up to and including [____]% of the lesser of the Appraised
      Value and the sales price, such Mortgage Loan is covered by such Radian
      Lender-Paid PMI Policy in an amount equal to at least [____]% of the Allowable
      Claim and (ii) for which the outstanding principal balance at origination of
      such Mortgage Loan is at least [____]% and up to and including [____]% of the
      lesser of the Appraised Value and the sales price, such Mortgage Loan is covered
      by such Radian Lender-Paid PMI Policy in an amount equal to at least [____]%
      of
      the Allowable Claim. The “Appraised Value” is the appraised value of the related
      Mortgaged Property at the time of origination of such Mortgage Loan. The
“Allowable Claim” for any Mortgage Loan covered by a Primary Insurance Policy or
      a Radian Lender-Paid PMI Policy is the current principal balance of such
      Mortgage Loan plus accrued interest and allowable expenses at the time of the
      claim;

     

    (xv)
      at
      the time of origination, each Mortgaged Property was the subject of an appraisal
      which conforms to the Sponsor's underwriting requirements, and a complete copy
      of such appraisal is contained in the Mortgage File;

     

    (xvi)
      on
      the basis of a representation by the borrower at the time of origination of
      the
      Mortgage Loans, at least [___]% of the Mortgage Loans (by aggregate principal
      balance) will be secured by Mortgages on owner occupied primary residence
      properties;

     

    (xvii)
      neither the Sponsor nor any servicer of the related Mortgage Loans has advanced
      funds or knowingly received any advance of funds by a party other than the
      Mortgagor, directly or indirectly, for the payment of any amount required by
      the
      Mortgage, except for (i) interest accruing from the date of the related Mortgage
      Note or date of disbursement of the Mortgage Loan proceeds, whichever is later,
      to the date which precedes by 30 days the first Due Date under the related
      Mortgage Note, and (ii) customary advances for insurance and taxes;

     

    (xviii)
      each Mortgage Note, the related Mortgage and other agreements executed in
      connection therewith are genuine, and each is the legal, valid and binding
      obligation of the maker thereof, enforceable in accordance with its terms except
      as such enforcement may be limited by bankruptcy, insolvency, reorganization
      or
      other similar laws affecting the enforcement of creditor's rights generally
      and
      by general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law); and, to the best of Sponsor's
      knowledge, all parties to each Mortgage Note and the Mortgage had legal capacity
      to execute the Mortgage Note and the Mortgage and each Mortgage Note and
      Mortgage has been duly and properly executed by the Mortgagor;

     

    (xix)
      to
      the extent required under applicable law, each conduit seller and subsequent
      mortgagee or servicer of the Mortgage Loans was authorized to transact and
      do
      business in the jurisdiction in which the related Mortgaged Property is located
      at all times when it held or serviced the Mortgage Loan; and any obligations
      of
      the holder of the related Mortgage Note, Mortgage and other loan documents
      have
      been complied with in all material respects; servicing of each Mortgage Loan
      has
      been in accordance with the servicing standard set forth in Section 3.01 of
      the
      Pooling and Servicing Agreement and the terms of the Mortgage Notes, the
      Mortgage and other loan documents, whether the creation of such Mortgage Loan
      and servicing was done by the Sponsor, its affiliates, or any third party which
      created the Mortgage Loan on behalf of, or sold the Mortgage Loan to, any of
      them, or any servicing agent of any of the foregoing;

     

    (xx)
      the
      related Mortgage Note and Mortgage contain customary and enforceable provisions
      such as to render the rights and remedies of the holder adequate for the
      realization against the Mortgaged Property of the benefits of the security,
      including realization by judicial, or, if applicable, non judicial foreclosure,
      and, to Sponsor 's knowledge, there is no homestead or other exemption available
      to the Mortgagor which would interfere with such right to
      foreclosure;

     

    (xxi)
      except with respect to holdbacks required by certain Mortgage Loans which
      holdbacks create a fund for (i) the repair of Mortgaged Property due to damage
      from adverse weather conditions, or (ii) the completion of new construction,
      or
      both, the proceeds of the Mortgage Loans have been fully disbursed, there is
      no
      requirement for future advances thereunder and any and all requirements as
      to
      completion of any on site or off site improvements and as to disbursements
      of
      any escrow funds therefor have been complied with; and all costs, fees and
      expenses incurred in making, closing or recording the Mortgage Loan have been
      paid, except recording fees with respect to Mortgages not recorded as of the
      Closing Date;

     

    (xxii)
      as
      of the Closing Date, the improvements on each Mortgaged Property securing a
      Mortgage Loan is insured (by an insurer which is acceptable to the Sponsor)
      against loss by fire and such hazards as are covered under a standard extended
      coverage endorsement in the locale in which the Mortgaged Property is located,
      in an amount which is not less than the lesser of the maximum insurable value
      of
      the improvements securing such Mortgage Loan or the outstanding principal
      balance of the Mortgage Loan, but in no event in an amount less than an amount
      that is required to prevent the Mortgagor from being deemed to be a co insurer
      thereunder; if the improvement on the Mortgaged Property is a condominium unit,
      it is included under the coverage afforded by a blanket policy for the
      condominium project; if upon origination of the related Mortgage Loan, the
      improvements on the Mortgaged Property were in an area identified as a federally
      designated flood area, a flood insurance policy is in effect in an amount
      representing coverage not less than the least of (i) the outstanding principal
      balance of the Mortgage Loan, (ii) the restorable cost of improvements located
      on such Mortgaged Property or (iii) the maximum coverage available under federal
      law; and each Mortgage obligates the Mortgagor thereunder to maintain the
      insurance referred to above at the Mortgagor's cost and expense;

     

    (xxiii)
      there is no monetary default existing under any Mortgage or the related Mortgage
      Note and there is no material event which, with the passage of time or with
      notice and the expiration of any grace or cure period, would constitute a
      default, breach or event of acceleration; and neither the Sponsor, any of its
      affiliates nor any servicer of any related Mortgage Loan has taken any action
      to
      waive any default, breach or event of acceleration; no foreclosure action is
      threatened or has been commenced with respect to the Mortgage Loan;

     

    (xxiv)
      to
      Sponsor's knowledge, no Mortgagor, at the time of origination of the applicable
      Mortgage, was a debtor in any state or federal bankruptcy or insolvency
      proceeding;

     

    (xxv)
      each Mortgage Loan was originated or funded by (a) a savings and loan
      association, savings bank, commercial bank, credit union, insurance company
      or
      similar institution which is supervised and examined by a federal or state
      authority (or originated by (i) a subsidiary of any of the foregoing
      institutions which subsidiary is actually supervised and examined by applicable
      regulatory authorities or (ii) a mortgage loan correspondent of any of the
      foregoing and that was originated pursuant to the criteria established by any
      of
      the foregoing) or (b) a mortgagee approved by the Secretary of Housing and
      Urban
      Development pursuant to sections 203 and 211 of the National Housing Act, as
      amended;

     

    (xxvi)
       all
      inspections, licenses and certificates required to be made or issued with
      respect to all occupied portions of the Mortgaged Property and, with respect
      to
      the use and occupancy of the same, including, but not limited to, certificates
      of occupancy and fire underwriting certificates, have been made or obtained
      from
      the appropriate authorities;

     

    (xxvii)
      to Sponsor's knowledge, the Mortgaged Property and all improvements thereon
      comply with all requirements of any applicable zoning and subdivision laws
      and
      ordinances;

     

    (xxviii)
      no instrument of release or waiver has been executed in connection with the
      Mortgage Loans, and no Mortgagor has been released, in whole or in part, except
      in connection with an assumption agreement which has been approved by the
      primary mortgage guaranty insurer, if any, and which has been delivered to
      the
      Trustee;

     

    (xxix)
      [Reserved]

     

    (xxx)
      no
      Mortgage Loan was originated based on an appraisal of the related Mortgaged
      Property made prior to completion of construction of the improvements thereon
      unless a certificate of completion was obtained prior to closing of the Mortgage
      Loan;

     

    (xxxi)
      each of the Mortgaged Properties consists of a single parcel of real property
      with a detached single family residence erected thereon, or a two to four family
      dwelling, or an individual condominium unit in a condominium project or a
      townhouse, a condohotel, an individual unit in a PUD or an individual unit
      in a
      de minimis PUD;

     

    (xxxii)
      no Mortgaged Property consists of a single parcel of real property with a
      cooperative housing development erected thereon. Any condominium unit, PUD
      or de
      minimis PUD conforms with Progressive Loan Series Program requirements regarding
      such dwellings or is covered by a waiver confirming that such condominium unit,
      PUD or de minimis PUD is acceptable to the Sponsor;

     

    (xxxiii)
      as of the Cut off Date, the Mortgage Rate of each Mortgage Loan was not less
      than _____% per annum and not more than ____% per annum, and the weighted
      average Mortgage Rate of the Mortgage Loans was approximately ____% per
      annum;

     

    (xxxiv)
      measured by principal balance, no more than ____% of the Mortgage Loans are
      secured by an individual unit in a condominium project or hi rise, at least
      ____% of the Mortgage Loans are secured by real property with two-to-four family
      residences, at least ____% of the Mortgage Loans are secured by real properties
      in planned unit developments, at least ____% of the Mortgage Loans are secured
      by real property with a condominium erected thereon; and at least ____% of
      the
      Mortgage Loans are secured by real property with a detached single family
      residence erected thereon, including de minimis PUDs;

     

    (xxxv)
      as
      of the Cut off Date, the remaining term to scheduled maturity of each Mortgage
      Loan is not less than ____ months and not more than ____ months;

     

    (xxxvi)
      as of the Cut off Date, no more than ____% (by aggregate principal balance)
      of
      the Mortgage Loans are cash out refinances;

     

    (xxxvii)
      as of the Cut off Date, no more than ____% (by aggregate principal balance)
      of
      the Mortgage Loans are rate and term refinances;

     

    (xxxviii)
      as of the Cut off Date, no fewer than ____% (by aggregate principal balance)
      of
      the Mortgage Loans are purchase money loans;

     

    (xxxix)
      as of the Cut off Date, no more than ____% and ____% of the Mortgage Loans
      (by
      aggregate principal balance) are secured by properties located in the states
      of
      California and Florida, respectively;

     

    (xl)
      as
      of the Cut off Date, the principal balances of the Mortgage Loans range from
      approximately $________ to approximately $_________, and the average unpaid
      principal balance is $_________.

     

    (xli)
      with respect to Mortgaged Properties at the time of origination of the related
      Mortgage Loans, measured by aggregate unpaid principal balance as of the Cut
      off
      Date, at least ____% of the Mortgaged Properties are owner occupied primary
      residences, no more than ____% of the Mortgaged Properties are second homes
      and
      no more than ____% of the Mortgaged Properties are investor owned
      properties;

     

    (xlii)
      as
      of the Cut off Date, none of the Mortgage Loans (by aggregate principal balance)
      are Buydown Mortgage Loans;

     

    (xliii)
      each Mortgage Loan constitutes a “qualified mortgage” under Section
      860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G
      2(a)(1);

     

    (xliv)
      with respect to each Mortgage Loan directly originated by the Sponsor (and
      not
      through a third party broker or other third party) as of the Closing Date,
      to
      the best of Sponsor's knowledge, there has been no fraud, misrepresentation
      or
      dishonesty with respect to the origination of any Mortgage Loan;

     

    (xlv)
      no
      selection procedure reasonably believed by the Sponsor to be adverse to the
      interests of the Certificateholders was utilized in selecting the Mortgage
      Loans;

     

    (xlvi)
      no
      Mortgage Loan is subject to the Home Ownership and Equity Protection Act of
      1994
      or any comparable state law;

     

    (xlvii)
      no proceeds from any Mortgage Loan were used to finance single premium credit
      insurance policies;

     

    (xlviii)
      no Mortgage Loan provides for payment of a Prepayment Charge on Principal
      Prepayments made more than five years from the date of the first contractual
      Due
      Date of the related Mortgage Loan; and

     

    (xlix)
      none of the Mortgage Loans is a “high cost home loan” as defined in the Georgia
      Fair Lending Act, as amended (the “Georgia Act”), the New York Predatory Lending
      Law, codified as N.Y. Banking Law §6 I, N.Y. Gen. Bus. Law §771 a, and N.Y. Real
      Prop. Acts Law §1302 (together, the “New York Act”), the Arkansas Home Loan
      Protection Act, as amended (the “Arkansas Act”), or Kentucky Revised Statutes
§360.100, as amended (the “Kentucky Act”); and all the Mortgage Loans that are
      subject to the Georgia Act, the New York Act, the Arkansas Act and the Kentucky
      Act comply with the requirements of each such act. Each Mortgage Loan for which
      the related Mortgaged Property is located in the State of Georgia was originated
      prior to October 1, 2002, or on or after March 9, 2003.

     

    (l)
      no
      mortgage loan in the trust is a “high cost home,” “covered” (excluding home
      loans defined as “covered home loans” in the New Jersey Home Ownership Security
      Act of 2002 that were originated between November 26, 2003 and July 7, 2004),
      “high risk home” or “predatory” loan under any other applicable state, federal
      or local law (or a similarly classified loan using different terminology under
      a
      law imposing heightened regulatory scrutiny or additional legal liability for
      residential mortgage loans having high interest rates, points and/or
      fees).

     

    (li)
      no
      subprime mortgage loan originated on or after October 1, 2002 underlying the
      Security will impose a prepayment premium for a term in excess of three years.
      Any loans originated prior to such date, and any non subprime loans, will not
      impose prepayment penalties in excess of five years.

     

    (lii)
      the
      servicer for each mortgage loan underlying the Security has fully furnished
      and
      will fully furnish, in accordance with the Fair Credit Reporting Act and its
      implementing regulations, accurate and complete information (i.e., favorable
      and
      unfavorable) on its borrower credit files to Equifax, Experian, and Trans Union
      Credit Information Company (three of the credit repositories), on a monthly
      basis.

     

    (liii)
      with respect to any mortgage loan originated on or after August 1, 2004 and
      underlying the Security, neither the related mortgage nor the related mortgage
      note requires the borrower to submit to arbitration to resolve any dispute
      arising out of or relating in any way to the mortgage loan
      transaction.

     

    (liv)
      No
      mortgage loan is a High Cost Loan or Covered Loan, as applicable (as such terms
      are defined in the then current Standard & Poor's LEVELS® Glossary which is
      now Version 5.6b Revised, Appendix E) and no mortgage loan originated on or
      after October 1, 2002 through March 6, 2003 is governed by the Georgia Fair
      Lending Act.

     

    (lv)
      Information provided to the rating agencies, including the loan level detail,
      is
      true and correct according to the rating agency requirements.

     

    (lvi)
      The
      prepayment penalties included in the transaction are enforceable and were
      originated in compliance with all applicable federal, state and local
      laws.

     

    (lvii)
      The schedule of Prepayment Charges is true and correct.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    EXHIBIT
      J

     

    FORM
      OF
      NOTICE UNDER SECTION 3.24 OF POOLING AND SERVICING AGREEMENT

     

    ___________,
      200_

     

    [Addressee]

     

    
      	 	
              Re:

            	
              Impac
                Secured Assets Corp.

              
                Mortgage
                  Pass-Through Certificates

                Series
                  200_-                                             
                  

              

            


    

     

    Pursuant
      to Section 3.25 of the Pooling and Servicing Agreement, dated as of
      ____________, 200_, relating to the Certificates referenced above, the
      undersigned does hereby notify you that:

     

    (a) The
      prepayment assumption used in pricing the Certificates with respect to the
      Mortgage Loans in Series 200_-_ consisted of a Prepayment Assumption (the
“Prepayment Assumption”) of ____% per annum.

     

    (b) With
      respect to each Class of Certificates comprising the captioned series, set
      forth
      below is (i), the first price, as a percentage of the Certificate Principal
      Balance or Notional Amount of each Class of Certificates, at which 10% of the
      aggregate Certificate Principal Balance or Notional Amount of each such Class
      of
      Certificates was first sold at a single price, if applicable, or (ii) if more
      than 10% of a Class of Certificates have been sold but no single price is paid
      for at least 10% of the aggregate Certificate Principal Balance or Notional
      Amount of such Class of Certificates, then the weighted average price at which
      the Certificates of such Class were sold expressed as a percentage of the
      Certificate Principal Balance or Notional Amount of such Class of Certificates,
      (iii) if less than 10% of the aggregate Certificate Principal Balance or
      Notional Amount of a Class of Certificates has been sold, the purchase price
      for
      each such Class of Certificates paid by ___________ (the “Underwriter”),
      expressed as a percentage of the Certificate Principal Balance or Notional
      Amount of such Class of Certificates calculated by: (1) estimating the fair
      market value of each such Class of Certificates as of ___________, 200_; (2)
      adding such estimated fair market value to the aggregate purchase prices of
      each
      Class of Certificates described in clause (i) or (ii) above; (3) dividing each
      of the fair market values determined in clause (1) by the sum obtained in clause
      (2); (4) multiplying the quotient obtained for each Class of Certificates in
      clause (3) by the purchase price paid by the Underwriters for all the
      Certificates purchased by it; and (5) for each Class of Certificates, dividing
      the product obtained from such Class of Certificates in clause (4) by the
      initial Certificate Principal Balance or Notional Amount of such Class of
      Certificates or (iv) the fair market value (but not less than zero) as of the
      Closing Date of each Certificate of each Class of Certificates retained by
      the
      Depositor or an affiliate corporation, or delivered to the sponsor:

    

      
        	 	
                Series
                  200_-_

              	 
	 	
                Class
                  A-1:

              	
                ____%

              
	 	
                Class
                  A-1M:

              	
                ____%

              
	 	
                Class
                  A-2A:

              	
                ____%

              
	 	
                Class
                  A-2B:

              	
                ____%

              
	 	
                Class
                  A-2C:

              	
                ____%

              
	 	
                Class
                  M-1:

              	
                ____%

              
	 	
                Class
                  M-2:

              	
                ____%

              
	 	
                Class
                  M-3:

              	
                ____%

              
	 	
                Class
                  M-4:

              	
                ____%

              
	 	
                Class
                  M-5:

              	
                ____%

              
	 	
                Class
                  M-6:

              	
                ____%

              
	 	
                Class
                  M-7:

              	
                ____%

              
	 	
                Class
                  M-8:

              	
                ____%

              
	 	
                Class
                  B:

              	
                ____%

              
	 	
                Class
                  C:

              	
                ____%

              
	 	
                Class
                  P:

              	
                ____%

              
	 	
                Class
                  R:

              	
                ____%

              


      

    

     

    The
      prices and values set forth above do not include accrued interest with respect
      to periods before the closing.

     

    

      
        	 	IMPAC
                SECURED
                ASSETS CORP.
	 	 	 
	 	
                By:

              	 
	 	
                Name:

              	 
	 	
                Title:

              	 


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     


    EXHIBIT
      K

     

    IMPAC
      FUNDING CORPORATION SERVICING GUIDE

     

    (provided
      upon request)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      L-1

     

    FORM
      CERTIFICATION TO BE PROVIDED BY THE MASTER SERVICER

     

    WITH
      FORM
      10-K

     

    
      	 	
              Re:

            	
              Impac
                Secured Assets Corp.,

              Mortgage
                Pass-Through Certificates, Series
                200_-_

            


    

     

     

    I,
      [identify the certifying individual], certify that:

    


    1.
      I have
      reviewed this report on Form 10-K and all reports on Form 10-D required to
      be
      filed in respect of the period covered by this report on Form 10-K of [identify
      the issuing entity] (the “Exchange Act periodic reports”); 

    


    2.
      Based
      on my knowledge, the Exchange Act periodic reports, taken as a whole, do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      this report; 

    


    3.
      Based
      on my knowledge, all of the distribution, servicing and other information
      required to be provided under Form 10-D for the period covered by this report
      is
      included in the Exchange Act periodic reports;

    


    4.
      [I am
      responsible for reviewing the activities performed by the servicer(s) and based
      on my knowledge and the compliance review(s) conducted in preparing the servicer
      compliance statement(s) required in this report under Item 1123 of Regulation
      AB, and except as disclosed in the Exchange Act periodic reports, the
      servicer(s) [has/have] fulfilled [its/their] obligations under the servicing
      agreement(s); and] [Based on my knowledge and the servicer compliance
      statement(s) required in this report under Item 1123 of Regulation AB, and
      except as disclosed in the Exchange Act periodic reports, the servicer(s)
      [has/have] fulfilled [its/their] obligations under the servicing agreement(s);
      and]

    


    5.
      All of
      the reports on assessment of compliance with servicing criteria for asset-backed
      securities and their related attestation reports on assessment of compliance
      with servicing criteria for asset-backed securities required to be included
      in
      this report in accordance with Item 1122 of Regulation AB and Exchange Act
      Rules
      13a-18 and 15d-18 have been included as an exhibit to this report, except as
      otherwise disclosed in this report. Any material instances of noncompliance
      described in such reports have been disclosed in this report on Form
      10-K. 

    


    [In
      giving the certifications above, I have reasonably relied on information
      provided to me by the following unaffiliated parties [name of servicer,
      sub-servicer, co-servicer, depositor or trustee].]

     

    


    
      	 	
              Date:
                . . . . . . . . . . . . . . 

            
	 	 
	 	
              
                [Signature]

                [Title]

              

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      L-2

     

    FORM
      CERTIFICATION TO BE

    PROVIDED
      TO MASTER SERVICER BY THE TRUSTEE

     

    
      	 	
              Re:

            	
              Mortgage
                Pass-Through Certificates, Series
                200_-_

            


    

     

     

    I,
      [Identify the certifying individual], a [______________] of ___________, as
      Trustee, hereby certify to Impac Funding Corporation and its officers, directors
      and affiliates, and with the knowledge and intent that they will rely upon
      this
      certification, that:

     

    1. I
      have
      reviewed the annual report on Form 10-K for the fiscal year [__], and all
      reports on Form 8-K containing distribution reports filed in respect of periods
      included in the year covered by that annual report, of the Issuing Entity
      relating to the above-referenced trust;

     

    2. Based
      on
      my knowledge, the information in these distribution reports prepared by the
      Trustee, taken as a whole, does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      as of the last day of the period covered by that annual report; and

     

    3. Based
      on
      my knowledge, the distribution information required to be provided by the
      Trustee under the Agreement is included in these distribution
      reports.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling and Servicing Agreement, dated ___________, 200_ (the “Agreement”),
      among Impac Secured Assets Corp., as Depositor, Impac Funding Corporation,
      as
      Master Servicer, ___________, as Trustee.

     

    

      
        	
                 

              	
                 

              	
                ,
                  as 

              
	
                 

              	
                Trustee

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:

              	
                 

              
	
                 

              	
                
                  Name:

                

              	
                 

              
	 	
                Title:

              	 
	 	 	 
	 	
                Date:

              	 


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     


    EXHIBIT
      L-3

     

    FORM
      CERTIFICATION TO BE

    PROVIDED
      TO MASTER SERVICER BY THE TRUSTEE

     

    
      	 	
              Re:

            	
              Impac
                Secured Assets Corp.,

              Mortgage
                Pass-Through Certificates, Series
                200_-_

            


    

     

    I,
      [Identify the certifying individual], a [_________________] of ____________,
      as
      Trustee, hereby certify to Impac Funding Corporation and its officers, directors
      and affiliates, and with the knowledge and intent that they will rely upon
      this
      certification, that:

     

    1. Based
      on
      my knowledge, the distribution information required to be provided by the
      Trustee under the Agreement is included in these distribution
      reports.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling and Servicing Agreement, dated _____________, 200_ (the “Agreement”),
      among Impac Secured Assets Corp., as Depositor, Impac Funding Corporation,
      as
      Master Servicer and _____________, as Trustee.

     

    

      
        	
                 

              	
                 

              	
                ,
                  as 

              
	
                 

              	
                Trustee

              	
                 

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:

              	
                 

              
	
                 

              	
                
                  Name:

                

              	
                 

              
	 	
                Title:

              	 
	 	 	 
	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    EXHIBIT
      L-4

     

    FORM
      OF
      BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

     

     

    Re: The
      [        
        ] agreement dated as of
      [          ],
      200[
 ] (the “Agreement”), among [IDENTIFY PARTIES]

     

    I,
      ________________________________, the _______________________ of [NAME OF
      COMPANY], certify to [the Purchaser], [the Depositor], and the [Master Servicer]
      [Trustee], and their officers, with the knowledge and intent that they will
      rely
      upon this certification, that:

     

    (1) I
      have
      reviewed the servicer compliance statement of the Company provided in accordance
      with Item 1123 of Regulation AB (the “Compliance Statement”), the report on
      assessment of the Company’s compliance with the servicing criteria set forth in
      Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided in accordance
      with Rules 13a-18 and 15d-18 under Securities Exchange Act of 1934, as amended
      (the “Exchange Act”) and Item 1122 of Regulation AB (the “Servicing
      Assessment”), the registered public accounting firm’s attestation report
      provided in accordance with Rules 13a-18 and 15d-18 under the Exchange Act
      and
      Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the Mortgage Loans by the Company
      during 200[ ] that were delivered by the Company to the [Depositor] [Master
      Servicer] [Trustee] pursuant to the Agreement (collectively, the “Company
      Servicing Information”);

     

    (2) Based
      on
      my knowledge, the Company Servicing Information, taken as a whole, does not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in the light of the circumstances under
      which such statements were made, not misleading with respect to the period
      of
      time covered by the Company Servicing Information;

     

    (3) Based
      on
      my knowledge, all of the Company Servicing Information required to be provided
      by the Company under the Agreement has been provided to the [Depositor] [Master
      Servicer] [Trustee];

     

    (4) I
      am
      responsible for reviewing the activities performed by the Company as servicer
      under the Agreement, and based on my knowledge and the compliance review
      conducted in preparing the Compliance Statement and except as disclosed in
      the
      Compliance Statement, the Servicing Assessment or the Attestation Report, the
      Company has fulfilled its obligations under the Agreement in all material
      respects; and

     

    (5) The
      Compliance Statement required to be delivered by the Company pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Company and by any Subservicer or Subcontractor pursuant to
      the
      Agreement, have been provided to the [Depositor] [Master Servicer]. Any material
      instances of noncompliance described in such reports have been disclosed to
      the
      [Depositor] [Master Servicer]. Any material instance of noncompliance with
      the
      Servicing Criteria has been disclosed in such reports.

     

    

      
        	 	 	 
	 	Date:	 	 
	 	 	 	 
	 	
                By:

              	 	 
	 	
                Name:

              	 	 
	 	
                Title:

              	 	 


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     


    EXHIBIT
      M

     

    FORM
      OF
      SWAP AGREEMENT

     

    
      	 	 	
              [Swap
                Provider]

               

            
	 	 


    

    


    


    
      	
              To:

            	
              __________________,
                not in its individual capacity but solely as Supplemental Interest
                Trust
                Trustee on
                behalf of the Supplemental Interest Trust

              (“Party
                B"
                or “Counterparty”)

            
	 	 
	
              Attn:

            	
              Client
                Manager - ISAC 200_-_

            
	 	 
	
              Fax
                No:

            	 
	 	 
	
              From:

            	
              ________________________
                (“Party
                A”
                or “___________”)

            
	 	 
	
              Date:

            	
              ___________
                , 200_

            
	 	 
	
              Reference:

            	
              ___________

            


    

     

    Swap
      Confirmation

     

    The
      purpose of this facsimile (this "Confirmation") is to confirm the terms and
      conditions of the Transaction entered into between us on the Trade Date
      specified below (the "Transaction"). This Confirmation supersedes any previous
      Confirmation or other communication with respect to the Transaction and
      evidences a complete and binding agreement between us as to the terms of the
      Transaction. This Confirmation constitutes a "Confirmation" as referred to
      in
      the ISDA Master Agreement referred to below.

     

    The
      definitions and provisions contained in the 2000 ISDA Definitions (the “2000
      Definitions”), as published by the International Swaps and Derivatives
      Association, Inc. (“ISDA”) are incorporated into this Confirmation. In the event
      of any inconsistency between the 2000 Definitions and this Confirmation, this
      Confirmation will govern for the purposes of the Transaction. References herein
      to a “Transaction” shall be deemed to be references to a “Swap Transaction” for
      the purposes of the 2000 Definitions. Capitalized terms used in this
      Confirmation and not defined in this Confirmation or the 2000 Definitions shall
      have the respective meaning assigned in the Pooling and Servicing Agreement
      (the
“Pooling and Servicing Agreement”), dated as of ___________, 200_, among Impac
      Secured Asset Corp., as Company, Impac Funding Corporation, as Master Servicer,
      and ___________, as Trustee. Each party hereto agrees to make payment to the
      other party hereto in accordance with the provisions of this Confirmation and
      of
      the Agreement. In this Confirmation, “Party A” means ___________ and “Party B”
means the Counterparty.

     

    This
      Confirmation supersedes any previous Confirmation or other communication with
      respect to the Transaction and evidences a complete and binding agreement
      between you and us as to the terms of the Swap Transaction to which this
      Confirmation relates. This Confirmation is subject to the terms and conditions
      of the ISDA Master Agreement dated as of ___________, 200_, between each of
      Party A and Party B and shall form a part of and be subject to that ISDA Master
      Agreement. 

     

    Each
      party represents to the other party that (absent a written agreement between
      the
      parties that expressly imposes affirmative
      obligations to the contrary): - 

     

    
      	
              (a)

            	
              Non-Reliance.
                It
                is acting for its own account, and it has made its own independent
                decisions to enter into the Transaction and as to whether the Transaction
                is appropriate or proper based upon its own judgement and upon advice
                from
                such advisers as it has deemed necessary. It is not relying on any
                communication (written or oral) of the other party as investment
                advice or
                as a recommendation to enter into the Transaction: it being understood
                that information and explanations related to the terms and conditions
                of
                the Transaction shall not be considered investment advice or a
                recommendation to enter into the Transaction. No communication (written
                or
                oral) received from the other party shall be deemed to be an assurance
                or
                guarantee as to the expected results of the Transaction.
                

            
	 	 
	
              (b)

            	
              Assessment
                and Understanding.
                It
                is capable of assessing the merits of and understanding (on its own
                behalf
                or through independent professional advice), and understands and
                accepts,
                the terms, conditions and risks of the Transaction. It is also capable
                of
                assuming, and assumes, the risks of the Transaction. 

            
	 	 
	
              (c)

            	
              Status
                of Parties.
                The other party is not acting as a fiduciary for or an adviser to
                it in
                respect of the Transaction. 

            


    

    


    


    The
      terms
      of the particular Transaction to which this Confirmation relates are as
      follows:

    


    Notional
      Amount: For
      each
      Calculation Period, the Notional Amount shall equal the lesser of:

    


    (i)
      the
      Scheduled Notional Amount for such Calculation Period as detailed in the
      Schedule of Notional Amounts attached hereto, and

    


    (ii)
      the
      aggregate Certificate Principal Balance of the Impac Secured Assets Corp.,
      Mortgage Pass-Through Certificates, Series 200_-_ as of the first day of the
      relevant Calculation Period. 

    


    Trade
      Date:       ___________,
      200_

    


    Effective
      Date: ___________,
      200_

    


    Termination
      Date: ___________,
      20__, subject to adjustment in accordance with the Business Day
      Convention.

    


    Fixed
      Amounts:

    


    Fixed
      Rate Payer: Party
      B

    


    Upfront
      Fee: USD___________
      

    


    Upfront
      Fee Payer

    


    Payment
      Date ___________,
      20__

    


    Fixed
      Rate Payer 

    Payment
      Dates: The
      25th
      calendar
      day of each month during the Term of this Transaction, commencing ___________,
      200_, and ending on the Termination Date, subject to adjustment in accordance
      with the Business Day Convention. Notwithstanding the foregoing, Early Payment
      shall be applicable. For each Calculation Period, the Fixed Rate Payer Payment
      Date shall be the first Business Day prior to the related Fixed Rate Payer
      Period End Date. 

    


    Fixed
      Rate: For
      each
      Calculation Period, shall equal the Fixed Rate for such Calculation Period
      as
      detailed in the Schedule of Notional Amounts attached hereto.

     

    Fixed
      Rate Day 

    Count
      Fraction: 30/360

    


    Floating
      Amounts:

    


    Floating
      Rate Payer: Party
      A

    


    Floating
      Rate Payer 

    


    Payment
      Dates: 
      The 25th
      calendar day of each month during the Term of this Transaction, commencing
      ___________, 200_, and ending on the Termination Date, subject to adjustment
      in
      accordance with the Business Day convention. Notwithstanding the foregoing,
      Early Payment shall be applicable. For each Calculation Period, the Floating
      Rate Payer Payment Date shall be the first Business Day prior to the related
      Floating Rate Payer Period End Date.

    


    Floating
      Rate for initial

    Calculation
      Period: to
      be
      determined

    


    Floating
      Rate Option: USD-LIBOR-BBA

    


    Designated
      Maturity: One
      month

    


    Spread: None
      

    


    Floating
      Rate Day

    Count
      Fraction: Actual/360

    


    Reset
      Dates: The
      first
      day of each Calculation Period.

    


    Compounding: Inapplicable

    


    Business
      Days: New
      York


    


    Business
      Day Convention: Following

    


    Calculation
      Agent: Party
      A

     

    Governing
      Law This
      Transaction and this Confirmation will be governed by and construed in
      accordance with the laws of the State of New York (without reference to choice
      of law doctrine except Section 5-1401 and Section 5-1402 of the New York General
      Obligation Law).

    


    


    3            
       Account
      Details and

     
       
Settlement
      Information:    
Payments
      to Party A:

    Correspondent:
      

    FEED:
      

    Beneficiary:
      

    Beneficiary
      Account: 

    


    


    Payments
      to Party B:

    


    

      
        	 	
                ________________

              
	 	 
	 	
                ________________

              
	 	 
	
                ABA#
                  

              	
                
                  ________________

                

              
	 	 
	
                Acct.#
                  

              	
                
                  ________________

                

              
	 	 
	
                Acct.
                  Name: 

              	
                
                  ________________

                

              
	 	 
	
                FFC:
                  Acct.# 

              	
                
                  ________________

                

              


      

    

     

     

    The
      time
      of dealing will be confirmed by Barclays upon written request. Barclays is
      regulated by the Financial Services Authority. Barclays is acting for its own
      account in respect of this Transaction. 

     

     

    Please
      confirm that the foregoing correctly sets forth all the terms and conditions
      of
      our agreement with respect to the Transaction by responding within three (3)
      Business Days by promptly signing in the space provided below and both (i)
      faxing the signed copy to ________________________________, and (ii) mailing
      the
      signed copy to ________________________________. Your failure to respond within
      such period shall not affect the validity or enforceability of the Transaction
      as against you. This facsimile shall be the only documentation in respect of
      the
      Transaction and accordingly no hard copy versions of this Confirmation for
      this
      Transaction shall be provided unless the Counterparty requests.


     

     

    


     

    
      	
              For
                and on behalf of

              ____________________ 

               

               

               

               

               

              -------------------------------------
                

              NAME

              Authorised
                Signatory

              Date:
                ___________, 200_

            	
              For
                and on behalf of

              _____________,
                not in its individual capacity but solely as Supplemental Interest
                Trust
                Trustee on
                behalf of the Supplemental Interest Trust

               

               

               

               

              -------------------------------------
                

              NAME

              Authorised
                Signatory

              Date:
                ___________, 200_

            


    

    


    


     

    Barclays
      Bank PLC and its Affiliates, including Barclays Capital Inc., may share with
      each other information, including non-public credit information, concerning
      its
      clients and prospective clients. If you do not want such information to be
      shared, you must write to the
      ______________________________________.

     

    


    ISAC
      200_-_ Swap Confirmation Signature Page 

    Schedule
      A to
      the
      Confirmation dated as of ___________, 200_

    Re:
      Reference Number ___________

    


    *
      All
      dates subject to adjustment in accordance with the Business Day
      Convention

     

    

      
        	
                From
                  and including

              	
                To
                  but excluding

              	
                Scheduled
                  Notional Amount (USD)

              	
                Fixed
                  Rate (%)

              
	
                Effective
                  Date

              	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

    

    

       

    

     

    


    [Rest
      of
      Page Left Intentionally Blank]

    


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    SCHEDULE

    


    to
      the

    


    Master
      Agreement

    


    dated
      as
      of ___________,
      200_

    


    between
      

    


    _________________,
      a public
      limited company registered in ____________ ("Party A") and ___________,
      not individually, but solely as Supplemental Interest Trust Trustee on behalf
      of
      the Supplemental Interest Trust with respect to Impac Secured Assets Corp.,
      Mortgage Pass-Through Certificates, Series 200_-_,
      a New
      York common law trust ("Party B").

    

 

    Part
      1

    


    Termination
      Provisions

    


    In
      this
      Agreement:

    


    (a)         
       "Specified
      Entity" means in relation to Party A for the purpose of:

    


    Section
      5(a)(v), Not Applicable

    Section
      5(a)(vi), Not Applicable

    Section
      5(a)(vii), Not Applicable

    Section
      5(b)(iv), Not Applicable

    


    in
      relation to Party B for the purpose of:

    


    Section
      5(a)(v), Not Applicable

    Section
      5(a)(vi), Not Applicable

    Section
      5(a)(vii), Not Applicable

    Section
      5(b)(iv), Not Applicable

    


    (b)        
       "Specified
      Transaction" is not applicable to Party A or Party B for any purpose, and,
      accordingly, Section 5(a)(v) shall not apply to Party A or Party B.

    


    (c)          
       The
      "Cross Default" provisions of Section 5(a)(vi) will not apply to Party A and
      to
      Party B.

    


    (d)          
       The
      "Credit Event Upon Merger" provisions of Section 5(b)(iv) will not apply to
      Party A or Party B.

     

    (e)          
       The
      "Automatic Early Termination" provision of Section 6(a) will not apply to Party
      A or to Party B.

    


    (f)           
       Payments
      on Early Termination. For the purpose of Section 6(e) of this Agreement the
      Second Method and Market Quotation will apply.

    


    (g)          
       "Termination
      Currency" means United States Dollars.

    


    (h)           
       Ratings
      Downgrade Event. It shall be a “Ratings Downgrade Event” if at any time:


    


    Party
      A’s
      short-term unsecured and unsubordinated debt rating (the “Short Term Rating”) is
      reduced below “A-1” by S&P or Party A’s long-term unsecured and
      unsubordinated debt rating (the “Long Term Rating”) is withdrawn or reduced
      below “A+” by S&P

    


    or
      

    


    (ii)
       if
      Party
      A has a Long-Term Rating and a Short-Term Rating from Moody’s, Party A’s
      Long-Term rating is withdrawn or reduced below A1 by Moody’s or Party A’ s
      Short-Term rating is withdrawn or reduced below P-1 by Moody’s, or if Party A
      does not have a Short-Term Rating from Moody’s, Party A’s Long Term Rating is
      withdrawn or reduced below “Aa3” by Moody’s."

    


    If
      a
      Ratings Downgrade Event occurs, then, within ten (10) Business Days following
      the Ratings Downgrade Event (unless, within ten (10) Business Days of such
      Ratings Event, each of Standard and Poor’s, a Division of McGraw-Hill Companies,
      Inc. (“S&P”), and Moody’s Investors Service, Inc. (“Moody’s”) (each a
“Rating Agency”) has reconfirmed the rating of the Certificates which was in
      effect immediately prior to such Ratings Event), Party A shall take one of
      the
      following three actions: 

    


    (a)
      Replace
      Itself:
      Use its
      good faith efforts to find a party acceptable to Party B, which acceptance,
      subject to the Rating Agency Condition, shall not be unreasonably withheld,
      to
      whom all of Party A's interests and obligations under this Agreement shall
      be
      assigned at no cost to Party B, and following which Party A shall be released
      from all further obligations under this Agreement.

    


    (b)
      Obtain
      a Guaranty:
      Obtain
      a guaranty, subject to the Rating Agency Condition and at Party A’s expense of
      Party A’s obligations under this Transaction from a third party that meets or
      exceeds the Approved Ratings Threshold, in form and substance or

    


    (c)
      Post
      Collateral:
      Post
      collateral, at Party A’ s expense, pursuant to the Credit Support Annex Dated as
      of a date even herewith and subject to the Rating Agency
      Condition..

    


    (d)
      Other
      Arrangement with Ratings Agency Approval:
      Establish any other arrangement satisfactory to the applicable Rating Agency
      which will be sufficient to restore the immediately prior ratings of the
      Certificates. 

    


    If
      Party
      A has failed to take one of the aforementioned actions within ten (10) Business
      Days of the Ratings Downgrade Event, then, at the option of Party B, such
      failure shall constitute an Additional Termination Event with Party A as the
      Affected Party.

    


    (i) The
      provisions of Sections 5(a)(ii), 5(a)(iii), 5(a)(iv), and 5(a)(vi) shall not
      apply to Party A or Party B.

    


    (j) With
      respect to Party B, Section 5(a) (vii) (2) shall not apply to Party
      B.

    


    (k)
       Additional
      Termination Event. It shall be an Additional Termination Event if any amendment
      and/or supplement to the Pooling and Servicing Agreement (or any other Basic
      Document) is made without the prior written consent of Party A (such consent
      not
      to be unreasonably withheld), where such consent is required under the Pooling
      and Servicing Agreement, if such amendment and/or supplement would: (a)
      materially adversely affect any of Party A’s rights or obligations under this
      Agreement; or (b) materially adversely impact the ability of Party B to fully
      perform any of Party B’s obligations under this Agreement. In connection with
      such Additional Termination Event, Party B shall be the sole Affected
      Party.

    


    Part
      2

    


    Tax
      Representations

    


    (a) Payer
      Representations. For the purpose of Section 3(e) of this Agreement, Party A
      and
      Party B make the following representations:

    


    It
      is not
      required by any applicable law, as modified by the practice of any relevant
      governmental revenue authority, of any Relevant Jurisdiction to make any
      deduction or withholding for or on account of any Tax from any payment (other
      than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be
      made
      by it to the other party under this Agreement. In making this representation,
      it
      may rely on (i) the accuracy of any representations made by the other party
      pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the
      agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
      accuracy and effectiveness of any document provided by the other party pursuant
      to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction
      of
      the agreement of the other party contained in Section 4(d) of this Agreement,
      provided that it shall not be a breach of this representation where reliance
      is
      placed on clause (ii) and the other party does not deliver a form or document
      under Section 4(a)(iii) by reason of material prejudice of its legal or
      commercial position.

    


    (b) Payee
      Representations. For
      the
      purpose of Section 3 (f) of this Agreement, Party A and Party B make the
      following representations.

    


    The
      following representation applies to Party A: With respect to payments made
      to
      Barclays which are not effectively connected to the U.S.: It is a non-U.S.
      branch of a foreign person for U.S. federal income tax purposes

    


    With
      respect to payments made to Barclays which are effectively connected to the
      U.S.: Each payment received or to be received by it in connection with this
      Agreement will be effectively connected with its conduct of a trade or business
      in the U.S.

    


    


    (ii) The
      following representation applies to Party B: Party B represents that the
      beneficial owner of payments made to it under this Agreement is a “U.S. person ”
(as that term is used in section 1.1441-4(a)(3)(ii) of the United States
      Treasury Regulations) for United States federal income tax
      purposes.

    


    Part
      3

    


    Documents
      to be delivered

    


    For
      the
      purpose of Section 4(a):

    


    (1) Tax
      forms, documents, or certificates to be delivered are:

    


    

      
        	
                Party
                  required to deliver document

              	
                Form/Document/Certificate

              	
                Date
                  by which to be delivered

              
	
                Party
                  A and Party B

              	
                Any
                  document required or reasonably requested to allow the other party
                  to make
                  payments under the Agreement without 

                any
                  deduction or withholding for or on the account of any Tax or with
                  such
                  deduction or withholding at a reduced rate (so 

                long
                  as the completion, execution or submission of such form 

                of
                  document would not materially prejudice the legal or commercial
                  position
                  of the party in receipt of such demand)

              	
                Promptly
                  after the earlier of (i) reasonable demand by either party or (ii)
                  learning that such form or document is
                  required

              


      

    

    


    


    (2) Other
      documents to be delivered are:

    


    

      
        	
                Party
                  required to deliver document

              	
                Form/Document/Certificate

              	
                Date
                  by which to be delivered

              	
                Covered
                  by Section 3(d) Representation

              
	
                Party
                  A and Party B

              	
                Any
                  documents required by the receiving party to evidence the authority
                  of the
                  delivering party or any Credit Support Provider for it to execute
                  and
                  deliver the Agreement, the Confirmation contemplated thereunder,
                  and any
                  Credit Support Documents to which it is a party, and to evidence
                  the
                  authority of the delivering party or its Credit Support Provider
                  to
                  perform its obligations under such Agreement, Confirmations and/or
                  Credit
                  Support Document, as the case may be

              	
                As
                  of the execution of this Agreement and promptly at the request
                  of the
                  other party upon execution of a Confirmation

              	
                Yes

              
	
                Party
                  A and Party B

              	
                A
                  certificate of an authorized officer of the party and any Credit
                  Support
                  Provider as to the incumbency and authority of the officers of
                  the party
                  and any Credit Support Provider for it signing this Agreement,
                  any Credit
                  Support Document, or any Confirmation

              	
                As
                  of the execution of this Agreement and promptly at the request
                  of the
                  other party upon execution of a Confirmation

              	
                Yes

              
	
                Party
                  A and Party B

              	
                Legal
                  opinion(s) with respect to such party and any Credit Support Provider
                  for
                  it reasonably satisfactory in form and substance to the other
                  party

              	
                As
                  of the execution of this Agreement

              	
                No

              
	
                Party
                  B

              	
                Copies
                  of closing documents delivered in connection with the issuance
                  of the
                  Certificates

              	
                Promptly
                  upon request of Party A

              	
                Yes

              
	
                Party
                  B

              	
                Each
                  other report or other document required to be delivered by or to
                  Party B
                  under the terms of the Indenture, other than those required to
                  be
                  delivered directly by the Trustee to Party A thereunder

              	
                Promptly
                  upon request by Party A, or with respect to any particular type
                  of report
                  or other document as to which Party A has previously made request
                  to
                  receive all reports or documents for that type, promptly upon delivery
                  or
                  receipt of such report or document by the Issuer

              	
                Yes

              
	
                Party
                  B

              	
                A
                  copy of the unaudited consolidated financial statements of such
                  party and
                  its Credit Support Provider (if any), in each case for each fiscal
                  period
                  prepared in accordance with generally accepted accounting principles
                  in
                  the United States or in the country in which such party is
                  organized

              	
                Promptly
                  after request by the other party

              	
                Yes

              


      

    

    
 

     Part
      4

    


    Miscellaneous

    


    (a)         
       Address
      for Notices: For the purposes of Section 12(a) of this Agreement:

    


    Address
      for notices or communications to Party A:

    Notices
      should be sent to the address of the relevant branch set out in the relevant
      Confirmation (as may be amended from time to time), provided that in the case
      of
      notices or communications relating to Section 5, 6, 7, 11 or 13 to, such notices
      should be sent to:

    Address:
       

    Attention:
       

    Facsimile
      No.:  

    Telephone
      No.:  

    


    (For
      all
      purposes)

    


    


    Address
      for notices or communications to Party B:

     

    Address: 

    Attention:
      

    Fax.:
      

    Tel.:
      

     

    (For
      all
      purposes)

    


    
      	(b)	
              Process
                Agent. For the purpose of Section
                13(c):

            


    

    


    Party
      A
      appoints as its Process Agent: Not Applicable

    


    Party
      B
      appoints as its Process Agent: Not Applicable

    


    (c)         
      Offices.
      The provisions of Section 10(a) will apply to this Agreement; Party B has no
      Offices other than as set forth in the Notices Section and agrees that, for
      purposes of Section 6(b) of this Agreement, it shall not in the future have
      any
      Office other than one in the United States.

    


    
      	(d)	
              Multibranch
                Party. For the purpose of Section 10(c) of this
                Agreement:

            


    

    


    Party
      A
      is a Multibranch Party and may act through its ____________
      Offices.

    


    Party
      B
      is not a Multibranch Party 

    


    
      	(e)	
              Calculation
                Agent. The Calculation Agent is Party
                A.

            


    

    


    
      	(f)	
              Credit
                Support Document. Details of any Credit Support
                Document.

            


    

    


    Party
      A: Not
      Applicable.

    


    Party
      B: The
      Pooling and Servicing Agreement.

    


    All
      Credit Support Documents shall be deemed to be incorporated into, and are hereby
      made a part of, this Agreement, and this Agreement together with the Credit
      Support Documents shall be deemed to constitute one swap agreement pursuant
      to
      11 U.S.C. Section 546(g) and 12 U.S.C. Section 1821(e)(8)(D)(vii).

    


    
      	(g)	
              Credit
                Support Provider.

            


    

    


    Party
      A: Not
      Applicable

    


    Party
      B: Not
      Applicable

    


    (h)         
      Governing
      Law. This
      Agreement will be governed by and construed in accordance with the laws of
      the
      State of New York without reference to choice of law doctrine other than New
      York General Obligations Law Sections 5-1401 and 5-1402.

    


    (i)            Netting
      of Payments. Subparagraph
      (ii) of Section 2(c) of this Agreement will apply.

    


    (j)           
      "Affiliate"
      will have the meaning specified in Section 14 of this Agreement, provided that
      Party B shall not have any Affiliates for purposes of this
      Agreement.

    


    Part
      5

    


    Other
      Provisions

    


     

    (a) Section
      3
      of the Agreement is hereby amended by adding at the end thereof the following
      subsections (g) and (h)

    


    (g) Relationship
      Between Parties.

    


    Each
      party represents to the other party on the date on which it enters into a
      Transaction that:--

    


    (1)
      Non
      Reliance. It
      is not
      relying on any communications (whether written or oral) of the other party
      as a
      recommendation or investment advice regarding that Transaction, other than
      the
      representations expressly made by that other party in this Agreement or in
      the
      Confirmation in respect of that Transaction.

    


    (2)
      Evaluation and Understanding.

    


    (i)
      It
      has the capacity to evaluate (internally or through independent professional
      advice) that Transaction and has made its own decision to enter into that
      Transaction; and

    


    (ii)
      It
      understands the terms, conditions and risks of that Transaction and is willing
      to accept those terms and conditions and to assume (financially and otherwise)
      those risks.

    


    (3)
      Eligible Contract Participant. It constitutes an “eligible contract participant”
as such term is defined in Section 1a(12) of the Commodity Exchange Act, as
      amended.

    


    (4)
      Purpose. It
      is
      entering into this Agreement and such other documentation for the purposes
      of
      managing its borrowings or investments, hedging its underlying assets or
      liabilities or in connection with a line of business.

    


    (5)
      Principal. It
      is
      entering into this Agreement and such other documentation as principal, and
      not
      as agent or in any other capacity, fiduciary or otherwise. 

    


    (h)
      The
      representations and agreements in Part 5 of this Schedule shall be deemed
      representations and agreements for all purposes of this Agreement, including
      without limitation Sections 3, 4, 5(a)(ii) and 5(a)(iv) hereof.

     

    (b) Inconsistency.
      In the event of any inconsistency between the provisions contained in this
      Agreement and those contained in any of the definitions published by ISDA (the
      “ISDA Definitions”), the provisions contained in this Agreement will prevail. In
      the event of any inconsistency between the provisions contained in a
      Confirmation and those contained in ISDA Definitions or the Agreement, the
      provisions contained in such Confirmation shall prevail unless otherwise
      specified in a Confirmation or other writing signed by the parties.

    


    (c) Procedures
      for Entering into Transactions. With respect to each Transaction entered into
      pursuant to this Agreement, Party A will, as soon as practicable after the
      Trade
      Date thereof, send to Party B a Confirmation in such form as mutually agreed
      upon by the parties. Party B will no later than three (3) Local Business Days
      thereafter confirm the accuracy of, or request the correction of, such
      Confirmation (in the latter case, indicating how it believes the terms of such
      Confirmation should be correctly stated and such other terms which should be
      added to, or deleted from, such Confirmation to make it correct). Party B is
      required to sign and return the Confirmation promptly. 

    


    (d) Amendment;
      Consent. Section 9(b) of the printed form Master Agreement is amended by adding
      the following at the end of such Section:

    


    No
      amendment, modification or waiver in respect of this Master Agreement will
      be
      effective unless the Rating Agency Condition is satisfied.

    


    (e) Additional
      Transactions or Amendment to Current Transaction Absent Consent. No Transaction
      between Party A and Party B (other than the Transactions relating to the
      Certificates originally entered into in connection with the execution of this
      Agreement) shall be entered into, nor shall any amendment, modification or
      waiver in respect of any such Transaction or the Confirmation thereof be entered
      into unless the Rating Agency Condition is satisfied. 

    


    (f) Non-Petition.
      Party A hereby irrevocably and unconditionally agrees that it will not institute
      against, or join any other person in instituting against, Party B, any
      bankruptcy, reorganization, arrangement, insolvency, or similar proceeding
      under
      the laws of the United States, the Cayman Islands or any other jurisdiction
      for
      the non-payment of any amount due hereunder or any other reason until the
      payment in full of the Certificates and the expiration of a period of one year
      plus one day (or, if longer, the applicable preference period) following such
      payment. Nothing herein shall prevent Party A from participating in any such
      proceeding once commenced.

    


    (g) Severability.
      If any term, provision, covenant, or condition of this Agreement, or the
      application thereof to any party or circumstance, shall be held to be invalid
      or
      unenforceable (in whole or in part) for any reason, the remaining terms,
      provisions, covenants, and conditions hereof shall continue in full force and
      effect as if this Agreement had been executed with the invalid or unenforceable
      portion eliminated, so long as this Agreement as so modified continues to
      express, without material change, the original intentions of the parties as
      to
      the subject matter of this Agreement and the deletion of such portion of this
      Agreement will not substantially impair the respective benefits or expectations
      of the parties. 

    


    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of
      which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition. 

    


    (h) Consent
      to Recording. Each
      party hereto consents to the monitoring or recording, at any time and from
      time
      to time, by the other party of any and all communications between officers
      or
      employees of the parties and waives any further notice of such monitoring or
      recording.

    


    (i) Waiver
      of
      Jury Trial. Each
      party waives any right it may have to a trial by jury in respect of any
      Proceedings relating to this Agreement or any Credit Support Document.


    


    (j) Transfer.
      Section 7 is hereby deleted in its entirety and replaced by the
      following:

    


    “Subject
      to Section 6(b)(ii) of the Agreement, and except as expressly provided in this
      Agreement, neither this Agreement, any interest or obligation in or under this
      Agreement, nor any Transaction may be transferred or assigned by either party
      without the prior written consent of the other party and, in the case of a
      transfer or assignment by Party A, the Rating Agency Condition being satisfied
      (other than pursuant to a consolidation or amalgamation with, or merger into,
      or
      transfer of all or substantially all of such party’s assets to, or
      reorganization, incorporation, reincorporation, or reconstitution into or as,
      another entity).”

    


    (k) No
      Set-Off. Notwithstanding any provision of this Agreement (other than the second
      sentence of this paragraph) or any other existing or future agreement, each
      party irrevocably waives any and all rights it may have to set off, net, recoup
      or otherwise withhold or suspend or condition payment or performance of any
      obligation between it and the other party hereunder against any obligation
      between it and the other party under any other agreements (except for the
      Indenture or any applicable Transaction Document or Section 8 of this Agreement
      (to the extent that Section 8(c) of this Agreement is applicable)). For the
      avoidance of doubt, (i) the foregoing shall not be construed to limit any right
      of the parties under this Agreement in respect of Sections 2(a)(iii) or any
      other right arising under this Agreement to net amounts payable under this
      Agreement, whether under Section 2, Section 6, Section 11 or otherwise, and
      (ii)
      the Set-Off Provision of Section 6(e) shall not be applicable.

    


    (l) Additional
      Definitional Provisions. 

    


    (i)
      As
      used in this Agreement, the following terms shall have the meanings set forth
      below, unless the context clearly requires otherwise: 

    


    “Rating
      Agency Condition” means, with respect to any particular proposed act or omission
      to act hereunder, the party acting or failing to act having consulted with
      each
      of the Rating Agencies then providing a rating of the Certificates and having
      received from the Rating Agencies a written confirmation that the proposed
      action or inaction would not cause a downgrading or withdrawal of the
      then-current rating of the Certificates.

    


    “Moody’s”
      means Moody’s Investors Service, Inc., or any successor.

    


    “Rating
      Agencies” means each of Moody’s and S&P.

    


    “S&P”
      means Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., or
      any successor thereto.

     

    (n) Amendment
      to ISDA Form. The “Failure to Pay or Deliver” provision in Section 5(a)(i) of
      the Agreement is hereby amended by deleting the word “third” in the third line
      thereof and inserting the word “first” in place thereof.

    


    (o) Limitation
      of Liability. It is expressly understood and agreed by the parties hereto that
      (a) this Agreement is executed and delivered by __________________, not
      individually or personally but solely as the Supplemental Interest Trust Trustee
      for Party B in the exercise of the powers and authority conferred and vested
      in
      it, (b) the representations, undertakings and agreements herein made on the
      part
      of Party B are made and intended not as personal representations, undertakings
      and agreements by _______________ but are made and intended for the purpose
      of
      binding only Party B, (c) nothing herein contained shall be construed as
      creating any liability on __________, individually or personally, to perform
      any
      covenant either expressed or implied contained herein, all such liability,
      if
      any, being expressly waived by the parties who are signatories to this Agreement
      and by any person claiming by, through or under such parties and (d) absent
      its
      willful misconduct or gross negligence with respect to its obligations under
      the
      Pooling and Servicing Agreement, under no circumstances shall ____________
      be
      liable for the payment of any indebtedness or expenses of Party B or be liable
      for the breach or failure of any obligation, representation, warranty or
      covenant made or undertaken by Party B under this Agreement.

    


    IN
      WITNESS WHEREOF, the parties have executed this Schedule by their duly
      authorized officers as of the date hereof.

     

    [SWAP
      PROVIDER


    


    By:_______________________________

    Name:
      

    Title:
      

    Date:
      ___________, 200_

     

    


    ________________,
      not individually, but solely as Supplemental Interest Trust Trustee on behalf
      of
      the Supplemental Interest Trust with respect to Impac Secured Assets Corp.,
      Mortgage Pass-Through Certificates, Series 200_-_

    


    


    


    By:_______________________________

    Name:
      

    Title:
      

          
      ___________, 200_

    


    


    


     

    


    ISAC
      200_-_ ISDA Master Agreement Schedule


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    Elections
      and Variables 

    to
      the ISDA Credit Support Annex 

    dated
      as of ___________, 200_

    between

    
      	
              [SWAP
                PROVIDER]

            	
              and

            	
              ____________,
                not individually, but solely as Supplemental Interest Trust Trustee
                on
                behalf of the Supplemental Interest Trust with respect to Impac Secured
                Assets Corp., Mortgage Pass-Through Certificates, Series
                200_-_

            
	
               

              ("Party
                A")

            	 	
               

              ("Party
                B")

            


    

    


    Paragraph
      13.

     

    Security
      Interest for "Obligations".
      The
      term "Obligations"
      as used
      in this Annex includes the following additional obligations:

     

    With
      respect to Party A: None.

     

    With
      respect to Party B: None.

     

    Credit
      Support Obligations.

     

    Delivery
      Amount, Return Amount and Credit Support Amount.

     

    "Delivery
      Amount"
      has the
      meaning specified in Paragraph 3(a) , except that the words “upon a demand made
      by the Secured Party on or promptly following a Valuation Date” shall be deleted
      and replaced with the words “not later than the close of business on the next
      Local Business Day following a Valuation Date”; and.

     

    "Return
      Amount"
      has the
      meaning specified in Paragraph 3(b).

     

    "Credit
      Support Amount".
      shall
      not have the meaning specified in Paragraph 3(b) and, instead, will have the
      following meaning:

     

    “Credit
      Support Amount” means, (a) for any Valuation Date on which a Ratings Event (as
      defined in the Agreement) has occurred and is continuing, the Secured Party’s
      Modified Exposure for that Valuation Date.

     

    Eligible
      Credit Support.
      On any
      date, the following items will qualify as "Eligible
      Credit Support"
      for
      each party:

     

    
      	 	
              Valuation
                

              Percentage

            
	
              cash
                in U.S Dollars 

            	
              100%

            
	 	 
	
              negotiable
                debt obligations issued after 18 July 1984 by the U.S. Treasury Department
                having a residual maturity on such date of less than 1 year (with
                local
                and foreign currency issuer ratings of Moody's Aa2 and S&P AA or
                above)

            	
              98.9%

            
	 	 
	
              negotiable
                debt obligations issued after 18 July 1984 by the U.S. Treasury Department
                having a residual maturity on such date equal to or greater than
                1 year
                but less than 5 years (with local and foreign currency issuer ratings
                of
                Moody's Aa2 and S&P AA or above)

            	
              To
                Be Determined

            
	 	 
	
              negotiable
                debt obligations issued after l8 July 1984 by the U.S. Treasury Department
                having a residual maturity on such date equal to or greater than
                5 years
                but less than 10 years (with local and foreign currency issuer ratings
                of
                Moody's Aa2 and S&P AA or above)

            	
              To
                Be Determined

            
	 	 
	
              negotiable
                debt obligations of the Government National Mortgage Association,
                the
                Federal National Mortgage Association, the Federal Home Loan Mortgage
                Corporation, the Student Loan Marketing Association or a Federal
                Home Loan
                Bank (all entities rated Moody's Aal and S&P AA+ or above) with a
                residual maturity on such date equal to or greater than 1 year but
                less
                than 3 years.

            	
              To
                Be Determined

            
	 	 
	
              negotiable
                debt obligations of the Government National Mortgage Association,
                the
                Federal National Mortgage Association, the Federal Home Loan Mortgage
                Corporation, the Student Loan Marketing Association or a Federal
                Home Loan
                Bank (all entries rated Moody's Aa 1 and S&P AA+ or above) with a
                residual maturity on such date equal to or greater than 3 years but
                less
                than 5 years.

            	
              To
                Be Determined

            
	 	 
	
              negotiable
                debt obligations of the Government National Mortgage Association,
                the
                Federal National Mortgage Association, the Federal Home Loan Mortgage
                Corporation, the Student Lo an Marketing Association or a Federal
                Home
                Loan Bank (all entries rated Moody's Aal and S&P AA+ or above) with a
                residual maturity on such date equal to or greater than 5 years but
                less
                than 7 years. 

            	
              To
                Be Determined

            
	 	 
	
              negotiable
                debt obligations of the Government National Mortgage Association,
                the
                Federal National Mortgage Association, the Federal Home Loan Mortgage
                Corporation, the Student Loan Marketing Association or a Federal
                Home Loan
                Bank (all entries rated Moody's Aal and S&P AA+ or above) with a
                residual maturity on such date equal to or greater than 7 years but
                less
                than 10 years.

            	
              To
                Be Determined

            


    

    


    For
      the
      avoidance of doubt, where negotiable debt obligations are rated by only one
      of
      the above relevant rating agencies, the rating applied will be based on the
      rating of that agency. Notwithstanding the foregoing, the Eligible Collateral
      referenced above may only be posted if S&P has assigned a rating to such
      Eligible Collateral. 

     

    Where
      the
      ratings of the relevant agencies differ with respect to the same negotiable
      debt
      obligation, the lower of the ratings shall apply.

     

    In
      addition, upon a Ratings Event, Party A shall agree the Valuation Percentage
      in
      relation to (C) through (H) above with the relevant rating agency, which shall
      be S&P, Moody's and Fitch (to the extent such ratings agency has provided a
      rating for the underlying Certificates); provided,
      however,
      that if
      Party A is required to post collateral in accordance with the terms of this
      Agreement it shall post only (A) and (B) above until such time as the Valuation
      Percentages are agreed.

     

    Other
      Eligible Support.
      Such
      Other Eligible Support as the Pledgor may designate; provided,
      at the
      expense of the Pledgor, the prior written consent of the relevant rating agency,
      which shall be S&P, Moody's and Fitch (to the extent such ratings agency has
      provided a rating for the underlying Certificates)), shall have been obtained.
      For the avoidance of doubt there are no items which qualify as Other Eligible
      Support as of the date of this Annex.

     

    Thresholds.

     

    "Independent
      Amount" means
      zero.

     

    "Threshold"
      means
      for
      Party A:

     

    infinity,
      unless (i) a Ratings Event occurs and is continuing and (ii) Party A has not
      otherwise complied with Part 1(h) of this Agreement, then its Threshold shall
      be
      zero, or

     

    in
      the
      event that Party A has otherwise complied with Part 1(h)of this Agreement,
      its
      Threshold shall continue to be infinity.

     

    "Threshold"
      means,
      for Party B: infinity

     

    "Minimum
      Transfer Amount" means
      USD
      100,000, provided,
      however,
      with
      respect to the Secured Party at any time when the Secured Party is a Defaulting
      Party, "Minimum Transfer Amount" means zero.

     

    Rounding:
      The
      Delivery Amount and the Return Amount will not be rounded.

     

    


     

    Valuation
      and Timing.

     

    "Valuation
      Agent"
      means
      Party A. The valuation agent's calculations shall be made in accordance with
      market practices using commonly accepted third party sources such as Bloomberg
      or Reuters.

     

    "Valuation
      Date" means
      each Local Business Day which, if treated as a Valuation Date, would result
      in a
      Delivery Amount or Return Amount.

     

    "Valuation
      Time" means
      the
      close of business in the city of the Valuation Agent on the Local Business
      Day
      before the Valuation Date or date of calculation, as applicable, provided
      that the
      calculations of Value and Exposure will be made as of approximately the same
      time on the same date.

     

    "Notification
      Time" means
      11:00 a.m. , New York time, on a Local Business Day.

     

    Conditions
      Precedent and Secured Party's Rights and Remedies.
      The
      following Termination Event will be a "Specified
      Condition"
      for the
      party specified (that party being the Affected Party if the Termination Event
      occurs with respect to that party): None.

     

    Substitution.

     

    "Substitution
      Date"
      has the
      meaning specified in Paragraph 4(d)(ii).

     

    Consent.
      Not
      applicable.

     

    Dispute
      Resolution.

     

    "Resolution
      Time"
      means
      1:00 p.m. New York time on the Local Business Day following the date on which
      the notice of the dispute is given under Paragraph 5.

     

    Value.
      For the
      purpose of Paragraphs 5(i)(C) and 5(ii), on any date, the Value of Eligible
      Credit Support will be calculated as follows:

    For
      Eligible Credit Support comprised of cash, the amount of such cash.

    For
      Eligible Collateral comprising securities; the sum of (a)(x) the last bid price
      on such date for such securities on the principal national securities exchange
      on which such securities are listed, multiplied by the applicable Valuation
      Percentage or (y) where any such securities are not listed on a national
      securities exchange, the bid price for such securities quoted as at the close
      of
      business on such date by any principal market maker for such securities chosen
      by the Valuation Agent, multiplied by the applicable Valuation Percentage or
      (z)
      if no such bid price is listed or quoted for such date, the last bid price
      listed or quoted (as the case may be), as of the day next preceding such date
      on
      which such prices were available; multiplied by the applicable Valuation
      Percentage; plus (b) the accrued interest on such securities (except to the
      extent that such interest shall have been paid to the Pledgor pursuant to
      Paragraph 6(d)(ii) or included in the applicable price referred to in
      subparagraph (a) above) as of such date.

    Alternative.
      The
      provisions of Paragraph 5 will apply; provided
      that the
      obligation of the appropriate party to deliver the undisputed amount to the
      other party will not arise prior to the time that would otherwise have applied
      to the Transfer pursuant to, or deemed made, under Paragraph 3 if no dispute
      had
      arisen.

     

    Holding
      and Using Posted Collateral.

     

    Eligibility
      to Hold Posted Collateral; Custodians.

     

    Party
      B
      is not and will not be entitled to hold Posted Collateral. Party B's Custodian
      will be entitled to hold Posted Collateral pursuant to Paragraph 6(b);
provided
      that
      the
      Custodian for Party B shall be the same banking institution that acts as
      Indenture Trustee for the Notes (as defined in the Indenture) for Party
      B.

     

    Initially,
      the Custodian for Party B is ____________________, not in its individual
      capacity, but solely as Indenture Trustee under the Indenture.

     

    Use
      of Posted Collateral.
      The
      provisions of Paragraph 6(c) will not apply to Party B; therefore, Party B
      will
      not have any of the rights specified in Paragraph 6(c)(i) or 6 (c)(ii);
provided,
      however,
      that the
      Trustee shall invest Cash Posted Credit Support in such investments as
      designated by Party A, with losses (net of gains) incurred in respect of such
      investments to be for the account of Party A. The Secured Party is authorized
      to
      liquidate any Posted Credit Support pursuant to written instructions from Party
      A.

     

    Distributions
      and Interest Amount.

     

    Interest
      Rate.
      The
      "Interest
      Rate
      " will
      be the rate earned on Cash Posted Credit Support pursuant to clause (g)(ii)
      above.

     

    Transfer
      of Interest Amount.
      The
      Transfer of the Interest Amount will be made on each Distribution
      Date.

     

    Alternative
      to Interest Amount.
      The
      provisions of Paragraph 6(d)(ii) will not apply.

     

    Additional
      Representation(s).

     

    There
      are
      no additional representations by either party.

     

    Other
      Eligible Support and Other Posted Support.

     

    "Value"
      with
      respect to Other Eligible Support and Other Posted Support shall have such
      meaning as the parties shall agree in writing from time to time.

     

    "Transfer"
      with
      respect to Other Eligible Support and Other Posted Support shall have such
      meaning as the parties shall agree in writing from time to time.

     

    Demands
      and Notices.

     

    All
      demands, specifications and notices under this Annex will be made pursuant
      to
      the Notices Section of this Agreement, save that any demand, specification
      or
      notice:

     

    shall
      be
      given to or made at the following addresses:

     

    If
      to
      Party A:

     

    [Address]

    Attention:
      

    Facsimile
      No.: 

    Telephone
      No.: 

     

    with
      a
      copy to:

     

    [Address]

     

    Notices
      to Party A shall not be deemed effective unless delivered to the___________
      address set forth above.

     

    If
      to
      Party B:

     

    [Address]

    Attention:
      

    Fax.:
      

    Tel.:
      

     

    


     

    or
      at
      such other address as the relevant party may from time to time designate by
      giving notice (in accordance with the terms of this paragraph) to the other
      party;

     

    shall
      (unless otherwise stated in this Annex) be deemed to be effective at the time
      such notice is actually received unless such notice is received on a day which
      is not a Local Business Day or after the Notification Time on any Local Business
      Day in which event such notice shall be deemed to be effective on the next
      succeeding Local Business Day.

     

    Address
      for Transfers.

     

    Party
      B:

     

     

    [Address]

     

    ABA#
      

     

    Acct.#
      

     

    Acct.
      Name: 

     

    FFC:
      Acct.# 

     

    Other
      Provisions.

     

    Additional
      Definitions.
      As used
      in this Annex:

     

    "Local
      Business Day"
      means:
      (i) any day on which commercial banks are open for business (including dealings
      in foreign exchange and foreign currency deposits) in ____________ and the
      location of the Trustee, and (ii) in relation to a Transfer of Eligible Credit
      Support, a day on which the clearance system agreed between the parties for
      the
      delivery of Eligible Credit Support is open for acceptance and execution of
      settlement instructions (or in the case of a Transfer of Cash or other Eligible
      Credit Support for which delivery is contemplated by other means, a day on
      which
      commercial banks are open for business (including dealings for foreign exchange
      and foreign deposits) in New York and such other places as the parties shall
      agree).

     

    Holding
      Collateral.
      The
      Secured Party shall cause any Custodian appointed hereunder to open and maintain
      a segregated account and to hold, record and identify all the Posted Collateral
      in such segregated account and, subject to Paragraph 8(a), such Posted
      Collateral shall at all times be and remain the property of the Pledgor and
      shall at no time constitute the property of, or be commingled with the property
      of, the Secured Party or the Custodian.

     

    Agreement
      as to Single Secured Party and Pledgor.
      Party A
      and Party B agree that, notwithstanding anything to the contrary in this Annex,
      (a) the term "Secured Party" as used in this Annex means only Party B, (b)
      the
      term "Pledgor" as used in this Annex means only Party A, (c) only Party A makes
      the pledge and grant in Paragraph 2, the acknowledgement in the final sentence
      of Paragraph 8(a) and the representations in Paragraph 9 and
      (d)
      Party A shall have no obligations under this Annex other than during a
      Collateral Requirement Period.

     

    Form
      of Annex. The
      parties hereby agree that the text of the body of this Annex is intended to
      be
      the printed form of ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
      Subject to New York Law version) as published and copyrighted by the
      International Swaps and Derivatives Association, Inc.

     

    Exposure.
      The
      Parties agree that in the event of a Ratings Event relating to an action taken
      by S&P, the Valuation Agent shall verify its calculation of the Secured
      Party’s Exposure on a weekly basis but shall verify such valuation by seeking
      two quotations from Reference Market-makers at the end of each quarter. For
      the
      avoidance of doubt, the Valuation Agent must (i) obtain at least 2 Market
      Quotations (as stated above) and (ii) may not obtain the quotations referred
      to
      above from the same Reference Market-maker in excess of four times during any
      12
      month period. Furthermore, the Exposure valuations should reflect the higher
      of
      two bids from Reference Market-makers that would be eligible and willing to
      provide the market quoation in the absence of the current provider. The
      collateral requirement should be based on the greater of the internal and
      external market quoations. In the event the verification procedures set forth
      above indicate that there is a deficiency in the amount of Eligible Collateral
      that has been posted to the Secured Party, the Pledgor shall post the amount
      of
      Eligible Collateral necessary to cure such deficiency to the Secured Party
      within three Local Business Days.

     

    Expenses.
      Notwithstanding Paragraph 10, the Pledgor will be responsible for, and will
      reimburse the Secured Party for, all transfer and other taxes and other costs
      involved in the transfer of Eligible Collateral.

     

     

    (viii)
      Additional
      Definitions.
      As used
      in this Annex:

    “Ratings
      Event”
means
      a
“Ratings Event ” (as defined in the Agreement). 

     

    “Modified
      Exposure”
means,
      for any Valuation Date, an amount equal to the greater of (a) the sum of Secured
      Party's Exposure for that Valuation Date plus
      (the
      Notional Volatility
      Buffer multiplied
      by the
      Notional Amount) and (b) zero. 

    “Notional
      Volatility Buffer”
as
      determined by the Valuation Agent for any date, means the outstanding Notional
      Amount of the Transaction on such date multiplied by the relevant percentage
      for
      such date as set out in the table below on such date. 

    


    

      
        	
                 

                 

                 

                Party
                  A S&P Rating on 

                such
                  date

              	
                Less
                  than or equal
                  to 5 years
                  to Termination
                  Date
                  of the Transaction

                 

              	
                Less
                  than or equal to 10
                  years but greater than
                  5 years to 

                Termination
                  Date of the
                  Transaction

              
	
                S-T
                  Rating of A-2

              	 	 
	
                S-T
                  Rating of A-3

              	 	 
	
                L-T
                  Rating of BB+ or lower

              	 	 


      

    

     

     

    


    IN
      WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
      representatives as of the date of the Agreement.

     

    
      	
              [SWAP
                PROVIDER]

            	
              ____________,
                not individually, but solely as Supplemental Interest Trust Trustee
                on
                behalf of the Supplemental Interest Trust with respect to Impac Secured
                Assets Corp., Mortgage Pass-Through Certificates, Series
                200_-_

            
	 	 
	
              By: _____________________________

              Name:
                

              Title:
                

              Date:
                ____________, 200_

            	
              By:  

              Name:
                

              Title:
                

              Date:
                ____________, 200_

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    EXHIBIT
      N

    


    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

    (RMBS
      unless otherwise noted)

    


     

    
      	
              Definitions   

              Primary
                Servicer
                -
                transaction party having borrower contact    

              Master
                Servicer
                -
                aggregator of pool assets    

              Trustee
                -
                waterfall calculator (may be the Master Servicer)    

              Back-up
                Servicer
                -
                named in the transaction (in the event a Back up Servicer

              becomes
                the Primary Servicer, follow Primary Servicer obligations)

              Custodian
                -
                safe keeper of pool assets

              Paying
                Agent
                -
                distributor of funds to ultimate investor 

              Trustee
                -
                fiduciary of the transaction

            	 	
              Key:

              X
                -
                obligation

              [X]
                -
                under consideration for
                obligation

            


    

     

    "Note:
      The definitions above describe the essential function that the party performs,
      rather than the party's title. So, for example, in a particular transaction,
      the
      trustee may perform the "paying agent" and "securities administrator" functions,
      while in another transaction, the securities administrator may perform these
      functions." 

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    

      
        	
                Reg
                  AB Reference

              	
                Servicing
                  Criteria

              	
                Primary
                  Servicer

              	
                Master
                  Servicer

              	
                Custodian

              	
                Paying
                  Agent

              	
                Trustee

              
	 	
                General
                  Servicing Considerations

              	 	 	 	 	 
	
                1122(d)(1)(i)

              	
                Policies
                  and procedures are instituted to monitor any performance or other
                  triggers
                  and events of default in accordance with the transaction
                  agreements.

              	
                X

              	
                X

              	 	 	
                X

                (Sec.
                  9.01)

              
	
                1122(d)(1)(ii)

              	
                If
                  any material servicing activities are outsourced to third parties,
                  policies and procedures are instituted to monitor the third party’s
                  performance and compliance with such servicing activities.


              	
                X

              	
                X

              	 	 	
                X

              
	
                1122(d)(1)(iii)

              	
                Any
                  requirements in the transaction agreements to maintain a back-up
                  servicer
                  for the Pool Assets are maintained. 

              	 	 	 	 	 
	
                1122(d)(1)(iv)

              	
                A
                  fidelity bond and errors and omissions policy is in effect on the
                  party
                  participating in the servicing function throughout the reporting
                  period in
                  the amount of coverage required by and otherwise in accordance
                  with the
                  terms of the transaction agreements. 

              	
                X

              	
                X

              	 	 	 
	 	
                Cash
                  Collection and Administration

              	 	 	 	 	 
	
                1122(d)(2)(i)

              	
                Payments
                  on pool assets are deposited into the appropriate custodial bank
                  accounts
                  and related bank clearing accounts no more than two business days
                  following receipt, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	
                X

              	 	
                X

              	
                X

              
	
                1122(d)(2)(ii)

              	
                Disbursements
                  made via wire transfer on behalf of an obligor or to an investor
                  are made
                  only by authorized personnel. 

              	
                X

              	
                X

              	 	
                X

              	
                X

              
	
                1122(d)(2)(iii)

              	
                Advances
                  of funds or guarantees regarding collections, cash flows or distributions,
                  and any interest or other fees charged for such advances, are made,
                  reviewed and approved as specified in the transaction agreements.
                  

              	
                X

              	
                X

              	 	
                X

              	
                X

                (Sec.
                  8.01)

              
	
                1122(d)(2)(iv)

              	
                The
                  related accounts for the transaction, such as cash reserve accounts
                  or
                  accounts established as a form of over collateralization, are separately
                  maintained (e.g., with respect to commingling of cash) as set forth
                  in the
                  transaction agreements. 

              	 	
                [X]

              	 	 	
                X

              
	
                1122(d)(2)(v)

              	
                Each
                  custodial account is maintained at a federally insured depository
                  institution as set forth in the transaction agreements. For purposes
                  of
                  this criterion, “federally insured depository institution” with respect to
                  a foreign financial institution means a foreign financial institution
                  that
                  meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                  Act.
                  

              	
                X

              	
                X

              	 	 	
                X

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized access.
                  

              	
                X

              	 	 	 	 
	
                1122(d)(2)(vii)
                  

              	
                Reconciliations
                  are prepared on a monthly basis for all asset-backed securities
                  related
                  bank accounts, including custodial accounts and related bank clearing
                  accounts. These reconciliations are (A) mathematically accurate;
                  (B)
                  prepared within 30 calendar days after the bank statement cutoff
                  date, or
                  such other number of days specified in the transaction agreements;
                  (C)
                  reviewed and approved by someone other than the person who prepared
                  the
                  reconciliation; and (D) contain explanations for reconciling items.
                  These
                  reconciling items are resolved within 90 calendar days of their
                  original
                  identification, or such other number of days specified in the transaction
                  agreements. 

              	
                X

              	
                X

              	 	
                X

              	
                X

              
	 	
                Investor
                  Remittances and Reporting

              	 	 	 	 	 
	
                1122(d)(3)(i)

              	
                Reports
                  to investors, including those to be filed with the Commission,
                  are
                  maintained in accordance with the transaction agreements and applicable
                  Commission requirements. Specifically, such reports (A) are prepared
                  in
                  accordance with timeframes and other terms set forth in the transaction
                  agreements; (B) provide information calculated in accordance with
                  the
                  terms specified in the transaction agreements; (C) are filed with
                  the
                  Commission as required by its rules and regulations; and (D) agree
                  with
                  investors’ or the trustee’s records as to the total unpaid principal
                  balance and number of Pool Assets serviced by the Servicer.
                  

              	
                X

              	
                X

              	 	 	
                X

              
	
                1122(d)(3)(ii)

              	
                Amounts
                  due to investors are allocated and remitted in accordance with
                  timeframes,
                  distribution priority and other terms set forth in the transaction
                  agreements. 

              	
                X

              	
                X

              	 	
                X

              	
                X

              
	
                1122(d)(3)(iii)

              	
                Disbursements
                  made to an investor are posted within two business days to the
                  Servicer’s
                  investor records, or such other number of days specified in the
                  transaction agreements. 

              	
                X

              	
                X

              	 	
                X

              	
                X

              
	
                1122(d)(3)(iv)

              	
                Amounts
                  remitted to investors per the investor reports agree with cancelled
                  checks, or other form of payment, or custodial bank statements.
                  

              	
                X

              	
                X

              	 	
                X

              	
                X

              
	 	
                Pool
                  Asset Administration

              	 	 	 	 	 
	
                1122(d)(4)(i)
                  

              	
                Collateral
                  or security on pool assets is maintained as required by the transaction
                  agreements or related pool asset documents. 

              	
                X

              	
                X

              	 	 	 
	
                1122(d)(4)(ii)

              	
                Pool
                  assets and related documents are safeguarded as required by the
                  transaction agreements 

              	
                X

              	
                X

              	 	 	 
	
                1122(d)(4)(iii)

              	
                Any
                  additions, removals or substitutions to the asset pool are made,
                  reviewed
                  and approved in accordance with any conditions or requirements
                  in the
                  transaction agreements. 

              	
                X

              	
                X

              	 	 	
                X

              
	
                1122(d)(4)(iv)

              	
                Payments
                  on pool assets, including any payoffs, made in accordance with
                  the related
                  pool asset documents are posted to the Servicer’s obligor records
                  maintained no more than two business days after receipt, or such
                  other
                  number of days specified in the transaction agreements, and allocated
                  to
                  principal, interest or other items (e.g., escrow) in accordance
                  with the
                  related pool asset documents. 

              	
                X

              	 	 	 	 
	
                1122(d)(4)(v)

              	
                The
                  Servicer’s records regarding the pool assets agree with the Servicer’s
                  records with respect to an obligor’s unpaid principal balance.
                  

              	
                X

              	 	 	 	 
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's pool assets
                  (e.g.,
                  loan modifications or re-agings) are made, reviewed and approved
                  by
                  authorized personnel in accordance with the transaction agreements
                  and
                  related pool asset documents. 

              	
                X

              	
                X

              	 	 	 
	
                1122(d)(4)(vii)

              	
                Loss
                  mitigation or recovery actions (e.g., forbearance plans, modifications
                  and
                  deeds in lieu of foreclosure, foreclosures and repossessions, as
                  applicable) are initiated, conducted and concluded in accordance
                  with the
                  timeframes or other requirements established by the transaction
                  agreements. 

              	
                X

              	
                X

              	 	 	 
	
                1122(d)(4)(viii)

              	
                Records
                  documenting collection efforts are maintained during the period
                  a pool
                  asset is delinquent in accordance with the transaction agreements.
                  Such
                  records are maintained on at least a monthly basis, or such other
                  period
                  specified in the transaction agreements, and describe the entity’s
                  activities in monitoring delinquent pool assets including, for
                  example,
                  phone calls, letters and payment rescheduling plans in cases where
                  delinquency is deemed temporary (e.g., illness or unemployment).
                  

              	
                X

              	 	 	 	 
	
                1122(d)(4)(ix)

              	
                Adjustments
                  to interest rates or rates of return for pool assets with variable
                  rates
                  are computed based on the related pool asset documents. 

              	
                X

              	
                X

              	 	 	 
	
                1122(d)(4)(x)

              	
                Regarding
                  any funds held in trust for an obligor (such as escrow accounts):
                  (A) such
                  funds are analyzed, in accordance with the obligor’s pool asset documents,
                  on at least an annual basis, or such other period specified in
                  the
                  transaction agreements; (B) interest on such funds is paid, or
                  credited,
                  to obligors in accordance with applicable pool asset documents
                  and state
                  laws; and (C) such funds are returned to the obligor within 30
                  calendar
                  days of full repayment of the related pool assets, or such other
                  number of
                  days specified in the transaction agreements. 

              	
                X

              	 	 	 	 
	
                1122(d)(4)(xi)

              	
                Payments
                  made on behalf of an obligor (such as tax or insurance payments)
                  are made
                  on or before the related penalty or expiration dates, as indicated
                  on the
                  appropriate bills or notices for such payments, provided that such
                  support
                  has been received by the servicer at least 30 calendar days prior
                  to these
                  dates, or such other number of days specified in the transaction
                  agreements. 

              	
                X

              	 	 	 	 
	
                1122(d)(4)(xii)

              	
                Any
                  late payment penalties in connection with any payment to be made
                  on behalf
                  of an obligor are paid from the Servicer’s funds and not charged to the
                  obligor, unless the late payment was due to the obligor’s error or
                  omission. 

              	
                X

              	 	 	 	 
	
                1122(d)(4)(xiii)

              	
                Disbursements
                  made on behalf of an obligor are posted within two business days
                  to the
                  obligor’s records maintained by the servicer, or such other number of days
                  specified in the transaction agreements. 

              	
                X

              	 	 	 	 
	
                1122(d)(4)(xiv)
                  

              	
                Delinquencies,
                  charge-offs and uncollectible accounts are recognized and recorded
                  in
                  accordance with the transaction agreements. 

              	 	
                X

              	 	 	
                X

              
	
                1122(d)(4)(xv)

              	
                Any
                  external enhancement or other support, identified in Item 1114(a)(1)
                  through (3) or Item 1115 of Regulation AB, is maintained as set
                  forth in
                  the transaction agreements. 

              	 	 	 	 	
                X

              


      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      O

    


    FORM
      10-D, FORM 8-K AND FORM 10-K

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Securities
      Administrator pursuant to Section 3.25(a)(iv). If the Securities Administrator
      is indicated below as to any item, then the Securities Administrator is
      primarily responsible for obtaining that information. 

    


    Under
      Item 1 of Form 10-D: a) items marked “6.07 statement” are required to be
      included in the periodic Distribution Date statement under Section 6.07,
      provided by the Securities Administrator based on information received from
      the
      Master Servicer; and b) items marked “Form 10-D report” are required to be in
      the Form 10-D report but not the 6.07 statement, provided by the party
      indicated. Information under all other Items of Form 10-D is to be included
      in
      the Form 10-D report.

    
 

    
      
        
          
            
              	
                      Form

                    	
                      Item

                    	
                      Description

                    	
                      Servicers

                    	
                      Master
                        Servicer

                    	
                      Custodian

                    	
                      Paying
                        Agent

                    	
                      Trustee

                    	
                      6.07
                        statement

                    	
                      Depositor

                    	
                      Sponsor

                    	
                      Certificate
                        Administrator

                    
	
                      10-D

                    	
                      Must
                        be filed within 15 days of the distribution date for the
                        asset-backed
                        securities.

                    
	
                      1

                    	
                      Distribution
                        and Pool Performance Information

                    	 	 	 	 	 	 	 	 	 
	
                      Item
                        1121(a) - Distribution and Pool Performance
                        Information

                    	
                    	 	 	 	 	 	 	 	 
	
                      (1)
                        Any applicable record dates, accrual dates, determination
                        dates for
                        calculating distributions and actual distribution dates for
                        the
                        distribution period.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (2)
                        Cash flows received and the sources thereof for distributions,
                        fees and
                        expenses.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (3)
                        Calculated amounts and distribution of the flow of funds
                        for the period
                        itemized by type and priority of payment, including:

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (i)
                        Fees or expenses accrued and paid, with an identification
                        of the general
                        purpose of such fees and the party receiving such fees or
                        expenses.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (ii)
                        Payments accrued or paid with respect to enhancement or other
                        support
                        identified in Item 1114 of Regulation AB (such as insurance
                        premiums or
                        other enhancement maintenance fees), with an identification
                        of the general
                        purpose of such payments and the party receiving such
                        payments.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (iii)
                        Principal, interest and other distributions accrued and paid
                        on the
                        asset-backed securities by type and by class or series and
                        any principal
                        or interest shortfalls or carryovers.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (iv)
                        The amount of excess cash flow or excess spread and the disposition
                        of
                        excess cash flow.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (4)
                        Beginning and ending principal balances of the asset-backed
                        securities.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (5)
                        Interest rates applicable to the pool assets and the asset-backed
                        securities, as applicable. Consider providing interest rate
                        information
                        for pool assets in appropriate distributional groups or incremental
                        ranges.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (6)
                        Beginning and ending balances of transaction accounts, such
                        as reserve
                        accounts, and material account activity during the period.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (7)
                        Any amounts drawn on any credit enhancement or other support
                        identified in
                        Item 1114 of Regulation AB, as applicable, and the amount
                        of coverage
                        remaining under any such enhancement, if known and
                        applicable.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (8)
                        Number and amount of pool assets at the beginning and ending
                        of each
                        period, and updated pool composition information, such as
                        weighted average
                        coupon, weighted average life, weighted average remaining
                        term, pool
                        factors and prepayment amounts.

                    	 	 	 	 	 	
                      X

                    	
                      Updated
                        pool composition information fields to be as specified by
                        Depositor from
                        time to time

                    	 	 
	
                      (9)
                        Delinquency and loss information for the period.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      In
                        addition, describe any material changes to the information
                        specified in
                        Item 1100(b)(5) of Regulation AB regarding the pool
                        assets.

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      (10)
                        Information on the amount, terms and general purpose of any
                        advances made
                        or reimbursed during the period, including the general use
                        of funds
                        advanced and the general source of funds for
                        reimbursements.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (11)
                        Any material modifications, extensions or waivers to pool
                        asset terms,
                        fees, penalties or payments during the distribution period
                        or that have
                        cumulatively become material over time.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (12)
                        Material breaches of pool asset representations or warranties
                        or
                        transaction covenants.

                    	 	 	 	 	
                      X

                      (subject
                        to Depositor approval)

                    	 	 	 	 
	
                      (13)
                        Information on ratio, coverage or other tests used for determining
                        any
                        early amortization, liquidation or other performance trigger
                        and whether
                        the trigger was met.

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      (14)
                        Information regarding any new issuance of asset-backed securities
                        backed
                        by the same asset pool, 

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      [information
                        regarding] any pool asset changes (other than in connection
                        with a pool
                        asset converting into cash in accordance with its terms),
                        such as
                        additions or removals in connection with a prefunding or
                        revolving period
                        and pool asset substitutions and repurchases (and purchase
                        rates, if
                        applicable), and cash flows available for future purchases,
                        such as the
                        balances of any prefunding or revolving accounts, if
                        applicable.

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      Disclose
                        any material changes in the solicitation, credit-granting,
                        underwriting,
                        origination, acquisition or pool selection criteria or procedures,
                        as
                        applicable, used to originate, acquire or select the new
                        pool
                        assets.

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      Item
                        1121(b) - Pre-Funding or Revolving Period Information

                       

                      Updated
                        pool information as required under Item 1121(b).

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      2

                    	
                      Legal
                        Proceedings

                    	 	 	 	 	 	 	 	 	 
	
                      Item
                        1117 - Legal proceedings pending against the following entities,
                        or their
                        respective property, that is material to Certificateholders,
                        including
                        proceedings known to be contemplated by governmental
                        authorities:

                    	 	 	 	 	 	 	 	 	 
	
                      Sponsor
                        (Seller)

                    	 	 	 	 	 	 	 	
                      X

                    	 
	
                      Depositor

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      Trustee

                    	 	 	 	 	 	
                      X

                    	 	 	 
	
                      Issuing
                        entity

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      Master
                        Servicer, affiliated Servicer, other Servicer servicing 20%
                        or more of
                        pool assets at time of report, other material servicers

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      Certificate
                        Administrator

                    	 	 	 	 	 	 	 	 	
                      X

                    
	
                      Originator
                        of 20% or more of pool assets as of the Cut-off Date

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      Custodian

                    	 	 	
                      X

                    	 	 	 	 	 	 
	
                      3

                    	
                      Sales
                        of Securities and Use of Proceeds

                    	 	 	 	 	 	 	 	 	 
	
                      Information
                        from Item 2(a) of Part II of Form 10-Q:

                       

                      With
                        respect to any sale of securities by the sponsor, depositor
                        or issuing
                        entity, that are backed by the same asset pool or are otherwise
                        issued by
                        the issuing entity, whether or not registered, provide the
                        sales and use
                        of proceeds information in Item 701 of Regulation S-K. Pricing
                        information
                        can be omitted if securities were not registered.

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      4

                    	
                      Defaults
                        Upon Senior Securities

                    	 	 	 	 	 	 	 	 	 
	
                      Information
                        from Item 3 of Part II of Form 10-Q:

                       

                      Report
                        the occurrence of any Event of Default (after expiration
                        of any grace
                        period and provision of any required notice)

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      5

                    	
                      Submission
                        of Matters to a Vote of Security Holders

                    	 	 	 	 	 	 	 	 	 
	
                      Information
                        from Item 4 of Part II of Form 10-Q

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      6

                    	
                      Significant
                        Obligors of Pool Assets

                    	 	 	 	 	 	 	 	 	 
	
                      Item
                        1112(b) - Significant
                        Obligor Financial Information*

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      *This
                        information need only be reported on the Form 10-D for the
                        distribution
                        period in which updated information is required pursuant
                        to the
                        Item.

                    	 	 	 	 	 	 	 	 	 
	
                      7

                    	
                      Significant
                        Enhancement Provider Information

                    	 	 	 	 	 	 	 	 	 
	
                      Item
                        1114(b)(2) - Credit Enhancement Provider Financial
                        Information*

                    	 	 	 	 	 	 	 	 	 
	
                      Determining
                        applicable disclosure threshold

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      Obtaining
                        required financial information or effecting incorporation
                        by
                        reference

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      Item
                        1115(b) - Derivative Counterparty Financial
                        Information*

                    	 	 	 	 	 	 	 	 	 
	
                      Determining
                        current maximum probable exposure

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      Determining
                        current significance percentage

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      Obtaining
                        required financial information or effecting incorporation
                        by
                        reference

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      *This
                        information need only be reported on the Form 10-D for the
                        distribution
                        period in which updated information is required pursuant
                        to the
                        Items.

                    	 	 	 	 	 	 	 	 	 
	
                      8

                    	
                      Other
                        Information

                    	 	 	 	 	 	 	 	 	 
	
                      Disclose
                        any information required to be reported on Form 8-K during
                        the period
                        covered by the Form 10-D but not reported

                    	
                      The
                        Responsible Party for the applicable Form 8-K item as indicated
                        below.

                    
	
                      9

                    	
                      Exhibits

                    	 	 	 	 	 	 	 	 	 
	
                      Distribution
                        report

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      Exhibits
                        required by Item 601 of Regulation S-K, such as material
                        agreements

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      8-K

                    	
                      Must
                        be filed within four business days of an event reportable
                        on Form
                        8-K.

                    
	
                      1.01

                    	
                      Entry
                        into a Material Definitive Agreement

                    	 	 	 	 	 	 	 	 	 
	
                      Disclosure
                        is required regarding entry into or amendment of any definitive
                        agreement
                        that is material to the securitization, even if depositor
                        is not a party.
                        

                       

                      Examples:
                        servicing agreement, custodial agreement.

                       

                      Note:
                        disclosure not required as to definitive agreements that
                        are fully
                        disclosed in the prospectus

                    	 	
                      X

                    	 	 	
                      X
                        (if Master Servicer is not a party)

                    	 	
                      X
                        (if Master Servicer is not a party)

                    	
                      X
                        (if Master Servicer is not a party)

                    	
                      X
                        (if Master Servicer is not a party)

                    
	
                      1.02

                    	
                      Termination
                        of a Material Definitive Agreement

                    	 	 	 	 	 	 	 	 	 
	
                      Disclosure
                        is required regarding termination of any definitive agreement
                        that is
                        material to the securitization (other than expiration in
                        accordance with
                        its terms), even if depositor is not a party. 

                       

                       

                      Examples:
                        servicing agreement, custodial agreement.

                    	 	 	 	 	 	 	 	 	 
	
                      1.03

                    	
                      Bankruptcy
                        or Receivership

                    	 	 	 	 	 	 	 	 	 
	
                      Disclosure
                        is required regarding the bankruptcy or receivership, if
                        known to the
                        Master Servicer, with respect to any of the following: 

                       

                      Sponsor
                        (Seller), Depositor, Master Servicer, affiliated Servicer,
                        other Servicer
                        servicing 20% or more of pool assets at time of report, other
                        material
                        servicers, Certificate Administrator, Trustee, significant
                        obligor, credit
                        enhancer (10% or more), derivatives counterparty,
                        Custodian

                    	 	
                      X

                    	 	 	
                      X
                        (if Master Servicer is not a party)

                    	 	
                      X
                        (if Master Servicer is not a party)

                    	
                      X
                        (if Master Servicer is not a party)

                    	
                      X
                        (if Master Servicer is not a party)

                    
	
                      2.04

                    	
                      Triggering
                        Events that Accelerate or Increase a Direct Financial Obligation
                        or an
                        Obligation under an Off-Balance Sheet Arrangement

                    	 	 	 	 	 	 	 	 	 
	
                      Includes
                        an early amortization, performance trigger or other event,
                        including event
                        of default, that would materially alter the payment priority/distribution
                        of cash flows/amortization schedule.

                       

                      Disclosure
                        will be made of events other than waterfall triggers which
                        are disclosed
                        in the 6.07 statement

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      3.03

                    	
                      Material
                        Modification to Rights of Security Holders

                    	 	 	 	 	 	 	 	 	 
	
                      Disclosure
                        is required of any material modification to documents defining
                        the rights
                        of Certificateholders, including the Pooling and Servicing
                        Agreement

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      5.03

                    	
                      Amendments
                        to Articles of Incorporation or Bylaws; Change in Fiscal
                        Year

                    	 	 	 	 	 	 	 	 	 
	
                      Disclosure
                        is required of any amendment “to the governing documents of the issuing
                        entity”

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      5.06

                    	
                      Change
                        in Shell Company Status

                    	 	 	 	 	 	 	 	 	 
	
                      [Not
                        applicable to ABS issuers]

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      6.01

                    	
                      ABS
                        Informational and Computational Material

                    	 	 	 	 	 	 	 	 	 
	
                      [Not
                        included in reports to be filed under Section 3.18]

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      6.02

                    	
                      Change
                        of Servicer or Trustee

                    	 	 	 	 	 	 	 	 	 
	
                      Requires
                        disclosure of any removal, replacement, substitution or addition
                        of any
                        master servicer, affiliated servicer, other servicer servicing
                        10% or more
                        of pool assets at time of report, other material servicers,
                        certificate
                        administrator or trustee. Reg AB disclosure about any new
                        servicer or
                        trustee is also required.

                    	 	
                      X

                    	 	 	
                      X

                    	 	 	 	 
	
                      6.03

                    	
                      Change
                        in Credit Enhancement or Other External Support

                    	 	 	 	 	 	 	 	 	 
	
                      Covers
                        termination of any enhancement in manner other than by its
                        terms, the
                        addition of an enhancement, or a material change in the enhancement
                        provided. Applies to external credit enhancements as well
                        as derivatives.
                        Reg AB disclosure about any new enhancement provider is also
                        required.

                    	 	 	 	 	
                      X

                    	 	
                      X

                    	 	 
	
                      6.04

                    	
                      Failure
                        to Make a Required Distribution

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      6.05

                    	
                      Securities
                        Act Updating Disclosure

                    	 	 	 	 	 	 	 	 	 
	
                      If
                        any material pool characteristic differs by 5% or more at
                        the time of
                        issuance of the securities from the description in the final
                        prospectus,
                        provide updated Reg AB disclosure about the actual asset
                        pool.

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      If
                        there are any new servicers or originators required to be
                        disclosed under
                        Regulation AB as a result of the foregoing, provide the information
                        called
                        for in Items 1108 and 1110 respectively.

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      7.01

                    	
                      Regulation
                        FD Disclosure

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      8.01

                    	
                      Other
                        Events

                    	 	 	 	 	 	 	 	 	 
	
                      Any
                        event, with respect to which information is not otherwise
                        called for in
                        Form 8-K, that the registrant deems of importance to security
                        holders.

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      9.01

                    	
                      Financial
                        Statements and Exhibits

                    	
                      The
                        Responsible Party applicable to reportable event.

                    
	
                      10-K

                    	
                      Must
                        be filed within 90 days of the fiscal year end for the
                        registrant.

                    
	
                      9B

                    	
                      Other
                        Information

                    	 	 	 	 	 	 	 	 	 
	
                      Disclose
                        any information required to be reported on Form 8-K during
                        the fourth
                        quarter covered by the Form 10-K but not reported

                    	
                      The
                        Responsible Party for the applicable Form 8-K item as indicated
                        above.

                    
	
                      15

                    	
                      Exhibits
                        and Financial Statement Schedules

                    	 	 	 	 	 	 	 	 	 
	
                      Item
                        1112(b) - Significant
                        Obligor Financial Information

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      Item
                        1114(b)(2) - Credit Enhancement Provider Financial
                        Information

                    	 	 	 	 	 	 	 	 	 
	
                      Determining
                        applicable disclosure threshold

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      Obtaining
                        required financial information or effecting incorporation
                        by
                        reference

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      Item
                        1115(b) - Derivative Counterparty Financial
                        Information

                    	 	 	 	 	 	 	 	 	 
	
                      Determining
                        current maximum probable exposure

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      Determining
                        current significance percentage

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      Obtaining
                        required financial information or effecting incorporation
                        by
                        reference

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      Item
                        1117 - Legal proceedings pending against the following entities,
                        or their
                        respective property, that is material to Certificateholders,
                        including
                        proceedings known to be contemplated by governmental
                        authorities:

                    	 	 	 	 	 	 	 	 	 
	
                      Sponsor
                        (Seller)

                    	 	 	 	 	 	 	 	
                      X

                    	 
	
                      Depositor

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      Trustee

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      Issuing
                        entity

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      Master
                        Servicer, affiliated Servicer, other Servicer servicing 20%
                        or more of
                        pool assets at time of report, other material servicers

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      Certificate
                        Administrator

                    	 	 	 	 	 	 	 	 	
                      X

                    
	
                      Originator
                        of 20% or more of pool assets as of the Cut-off Date

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      Custodian

                    	 	 	
                      X

                    	 	 	 	 	 	 
	
                      Item
                        1119 - Affiliations and relationships between the following
                        entities, or
                        their respective affiliates, that are material to
                        Certificateholders:

                    	 	 	 	 	 	 	 	 	 
	
                      Sponsor
                        (Seller)

                    	 	 	 	 	 	 	 	
                      X

                    	 
	
                      Depositor

                    	 	 	 	 	 	 	
                      X

                    	 	 
	
                      Trustee

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      Master
                        Servicer, affiliated Servicer, other Servicer servicing 20%
                        or more of
                        pool assets at time of report, other material servicers

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      Certificate
                        Administrator

                    	 	 	 	 	 	 	 	 	
                      X

                    
	
                      Originator

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      Custodian

                    	 	 	
                      X

                    	 	 	 	 	 	 
	
                      Credit
                        Enhancer/Support Provider

                    	 	 	 	 	
                      X

                    	 	 	 	 
	
                      Significant
                        Obligor

                    	 	
                      X

                    	 	 	 	 	 	 	 
	
                      Item
                        1122 - Assessment of Compliance with Servicing
                        Criteria

                    	
                      X

                    	
                      X

                    	 	 	
                      X

                    	 	 	 	
                      X

                    
	
                      Item
                        1123 - Servicer Compliance Statement

                    	
                      X

                    	
                      X