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_

                            ------------------------

                       MORTGAGE PASS-THROUGH CERTIFICATES

                                  SERIES 200_-_

<PAGE>

                                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

                                   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

<PAGE>

           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.



<PAGE>

<TABLE>
<CAPTION>
                                  UNCERTIFICATED REMIC 1                       INITIAL                       LATEST POSSIBLE
       DESIGNATION                   PASS-THROUGH RATE                 UNCERTIFICATED BALANCE                MATURITY DATE(1)
---------------------------  ----------------------------------  ------------------------------------  -----------------------------
<S>                                     <C>                      <C>                                   <C>
           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)              $
</TABLE>

----------
(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.

<PAGE>

                                     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.


<TABLE>
<CAPTION>
                UNCERTIFICATED REMIC 2     INITIAL UNCERTIFICATED     LATEST POSSIBLE
DESIGNATION       PASS-THROUGH RATE          PRINCIPAL BALANCE        MATURITY DATE(1)
-----------       -----------------        ----------------------     -----------------

<S>                  <C>                   <C>                        <C>
    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)
</TABLE>

----------
(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.

<PAGE>

                                     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:


<TABLE>
<CAPTION>
Class Designation     Initial Certificate Principal Balance     Pass-Through Rate     Assumed Final Maturity Date(1)
-----------------     -------------------------------------     -----------------     ------------------------------

<S>                   <C>                                         <C>                 <C>
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)
</TABLE>

----------
(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.

<PAGE>

                                   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.

         "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., Mortgage Pass-Through
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_.

         "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.

         "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.

         "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 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.

         "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.

         "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(R) 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(R) 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 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.

         "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" PMI Insurer 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. ss.ss.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.

         "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.

         "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.

         "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. On each fixed rate first lien Mortgage Loan, a rate
equal to _____% per annum. On each fixed rate second lien Mortgage Loan, a rate
equal to _____% per annum.

         "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:

<TABLE>
<CAPTION>
DISTRIBUTION DATE          REMIC 1 REGULAR INTEREST                                         RATE
-----------------  ----------------------------------------   -----------------------------------------------------------------
<S>                <C>                                        <C>
        2          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
        3          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
        4          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
        5          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
        6          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
        7          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
        8          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
        9          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       10          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus _______% and (ii) ______%
       11          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to _______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus _______% and (ii) _______%
       12          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       13          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       14          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       15          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       16          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       17          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       18          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       19          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       20          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       21          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       22          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       23          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       24          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       25          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       26          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       27          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       28          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       29          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       30          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       31          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       32          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       33          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       34          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus _______ % and (ii) ______%
       35          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       36          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       37          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       38          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       39          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       40          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       41          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       42          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       43          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       44          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       45          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       46          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       47          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       48          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       49          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       50          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       51          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       52          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus _______% and (ii) ______%
       53          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus _______% and (ii) ______%
       54          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) _____%
       55          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to _____%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus _____% and (ii) ______%
       56          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       57          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       58          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
       59          REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
60 and thereafter  REMIC 1 Regular Interest ending with the   2 multiplied by the Net Mortgage Rates of the Mortgage Loans,
                   designation "A"                            subject to a per annum rate equal to ______%
                   REMIC 1 Regular Interest ending with the   The greater of (i) 2 multiplied the by Net Mortgage Rates of the
                   designation "B"                            Mortgage Loans minus ______% and (ii) ______%
</TABLE>

         "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:

<TABLE>
<CAPTION>
DISTRIBUTION DATE          REMIC 1 REGULAR INTEREST                                         RATE
-----------------  ----------------------------------------   -----------------------------------------------------------------
<S>                <C>                                        <C>
     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
</TABLE>

         "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.

         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.

<PAGE>

                                   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., Mortgage Pass-Through
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(R)
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.,
Mortgage Pass-Through 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(R) 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(R) System, the Sponsor further agrees that it will cause, at the
Sponsor's own expense, as of the Closing Date, the MERS(R) 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(R) 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(R) 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.

<PAGE>

                                   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(R) System, or cause the removal from the registration of any
Mortgage Loan on the MERS(R) 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(R) 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.

         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.

<PAGE>

                                   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 PMI Policy 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 ss. 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 ss. 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.

<PAGE>

                                   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:

<TABLE>
<CAPTION>
                                                                             INITIAL CERTIFICATE
                                                INTEGRAL MULTIPLE IN         PRINCIPAL BALANCE OR
       CLASS          MINIMUM DENOMINATION        EXCESS OF MINIMUM            NOTIONAL AMOUNT
-------------------   --------------------      --------------------     ----------------------------
<S>                     <C>                             <C>              <C>
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
</TABLE>

----------
(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.

<PAGE>

                                   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.

<PAGE>

                                   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(R) 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.

<PAGE>

                                  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(R) 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.

<PAGE>

                                   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

<PAGE>

                                    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.

<PAGE>

                                   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., Residential Mortgage
Monitoring Department, 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, Residential Mortgage Monitoring Department, 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.

<PAGE>

         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:

<PAGE>

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]

<PAGE>

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]

<PAGE>

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]

<PAGE>


                                    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.

<PAGE>

<TABLE>
<CAPTION>
<S>                                                 <C>
Certificate No. 1                                   Adjustable Pass-Through Rate

Class A-[]  Senior

Date of Pooling and Servicing Agreement and         Percentage Interest: [_]%
Cut-off Date: _________, 200_

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__
</TABLE>


                        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.

<PAGE>

           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

<PAGE>

                                   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 by or on behalf of assignor

<PAGE>

                            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.

<PAGE>

                                   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.



<PAGE>

<TABLE>
<CAPTION>
<S>                                                 <C>
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: _________, 200_            CUSIP: [________]

Master Servicer:

Impac Funding Corporation
Assumed Final Distribution Date: [________ __], 20__
</TABLE>

<PAGE>

                        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.

<PAGE>

           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.


                                                    ____________________________
                                                    as Trustee


                                                    By:_________________________
                                                         Authorized Signatory

<PAGE>

                                   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 by or on behalf of assignor

<PAGE>

                            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.

<PAGE>

                                   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.

<PAGE>

<TABLE>
<CAPTION>
<S>                                                 <C>
Certificate No. []

Class C                                             Aggregate Initial Notional Amount of the
                                                    Class C Certificates:
Date of Pooling and Servicing
Agreement: _________, 200_ and Cut-off              $[__________]
Date: __________, 200_
                                                    Initial Certificate Principal Balance
First Distribution Date: __________, 200_           of this Certificate: $[__________]

Master Servicer:                                    Percentage Interest of this
                                                    Certificate: [_____]%
Impac Funding Corporation
                                                    CUSIP: [________]
Assumed Final
Distribution Date: [________ __], 20__
</TABLE>


                        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.

<PAGE>

           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

<PAGE>

                                   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 by or on behalf of assignor

<PAGE>

                            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.

<PAGE>

                                   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.



<PAGE>

<TABLE>
<CAPTION>
<S>                                                 <C>
Certificate No. []

Class P                                             Aggregate Initial Certificate Principal

Date of Pooling and Servicing                       Balance of the Class P Certificates:
Agreement: __________, 200_ and Cut-off             $100.00
Date: ___________, 200_
                                                    Initial Certificate Principal Balance
First Distribution Date: ___________, 200_          of this Certificate Denomination:
                                                    $[_____________]

Master Servicer                                     Percentage Interest of this Certificate:
                                                    [___]%
Impac Funding Corporation
                                                    CUSIP: [_________]

Assumed Final Distribution Date:
[________ ___], 20__
</TABLE>


                        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.

<PAGE>

           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

<PAGE>

                                   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 by or on behalf of assignor

<PAGE>

                            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.

<PAGE>

                                   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.

<PAGE>

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.

<PAGE>

           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

<PAGE>

                                   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 by or on behalf of assignor

<PAGE>

                            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.

<PAGE>

                                    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.

<PAGE>

           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:

<PAGE>

                                    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.

<PAGE>

           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:

<PAGE>

                                    EXHIBIT E

                            FORM OF REMITTANCE REPORT


                             (Provided Upon Request)

<PAGE>

                                   EXHIBIT F-1

                               REQUEST FOR RELEASE


                                 (for Custodian)

LOAN INFORMATION
                 Name of Mortgagor:                  ___________________________
                 Master Servicer
                 Loan No.:                           ___________________________

TRUSTEE
                 Name:                               ___________________________
                 Address:                            ___________________________
                                                     ---------------------------

                 Trustee
                 Mortgage File No.:                  ___________________________

<PAGE>

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).


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

<PAGE>

           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.

           ( )        ___________________________


           ( )        ___________________________


           ( )        ___________________________


           ( )        ___________________________

<PAGE>

           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_

<PAGE>

                                   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: ___________________________

<PAGE>

           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

<PAGE>

                                   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: _______________________________

<PAGE>

                                   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: _______________________________

<PAGE>

                                   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.

<PAGE>

           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: ______________________________

<PAGE>

                                                           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.

------------
(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.

<PAGE>

____       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.

           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: ________________________________

<PAGE>

                                                          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:

                                          Date: ________________________________



                                          IF AN ADVISER:

                                          ______________________________________
                                          Print Name of Advisor

                                          Date: ________________________________

<PAGE>

                                   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: _______________________________

<PAGE>

                                   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. ss. 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. ss. 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.

<PAGE>

           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

<PAGE>

           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__.

<PAGE>

                                    EXHIBIT H

                             MORTGAGE LOAN SCHEDULE

<PAGE>

                                    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 ss.6 I, N.Y. Gen. Bus.
Law ss.771 a, and N.Y. Real Prop. Acts Law ss.1302 (together, the "New York
Act"), the Arkansas Home Loan Protection Act, as amended (the "Arkansas Act"),
or Kentucky Revised Statutes ss.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(R) 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.

<PAGE>

                                    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:           ____%

<PAGE>

           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:

<PAGE>

                                    EXHIBIT K

                    IMPAC FUNDING CORPORATION SERVICING GUIDE

                             (provided upon request)

<PAGE>

                                   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]

<PAGE>

                                   EXHIBIT L-2

                            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. 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:

<PAGE>

                                   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:

                                          Date:

<PAGE>

                                   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: ________________________

<PAGE>

                                    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                      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                                      NAME
Authorised Signatory                      Authorised Signatory
Date: ___________, 200_                   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

<TABLE>
<CAPTION>
FROM AND INCLUDING         TO BUT EXCLUDING      SCHEDULED NOTIONAL AMOUNT       FIXED RATE (%)
                                 (USD)
<S>                        <C>                   <C>                             <C>
Effective Date


</TABLE>

                     [Rest of Page Left Intentionally Blank]

<PAGE>

                                    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:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
PARTY REQUIRED TO DELIVER DOCUMENT      FORM/DOCUMENT/CERTIFICATE                     DATE BY WHICH TO BE DELIVERED
--------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                                           <C>
Party A and Party B                     Any document required or reasonably           Promptly after the earlier of (i)
                                        requested to allow the other party to make    reasonable demand by either party or
                                        payments under the Agreement without any      (ii) learning that such form or document
                                        deduction or withholding for or on the        is required
                                        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)
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


           (2) Other documents to be delivered are:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
PARTY REQUIRED TO      FORM/DOCUMENT/CERTIFICATE                   DATE BY WHICH TO BE DELIVERED   COVERED BY SECTION 3(D)
DELIVER DOCUMENT                                                                                   REPRESENTATION
--------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                         <C>                             <C>
Party A and Party B    Any documents required by the receiving     As of the execution of this     Yes
                       party to evidence the authority of the      Agreement and promptly at the
                       delivering party or any Credit Support      request of the other party upon
                       Provider for it to execute and deliver the  execution of a Confirmation
                       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
--------------------------------------------------------------------------------------------------------------------------------
Party A and Party B    A certificate of an authorized officer of   As of the execution of this     Yes
                       the party and any Credit Support Provider   Agreement and promptly at the
                       as to the incumbency and authority of the   request of the other party upon
                       officers of the party and any Credit        execution of a Confirmation
                       Support Provider for it signing this
                       Agreement, any Credit Support Document, or
                       any Confirmation
--------------------------------------------------------------------------------------------------------------------------------
Party                  A and Party B Legal opinion(s) with respect to such party
                       As of the execution of this No and any Credit Support
                       Provider for it Agreement reasonably satisfactory in form
                       and substance to the other party
--------------------------------------------------------------------------------------------------------------------------------
Party B                Copies of closing documents delivered in    Promptly upon request of Party AYes
                       connection with the issuance of the
                       Certificates
--------------------------------------------------------------------------------------------------------------------------------
Party B                Each other report or other document         Promptly upon request by Party  Yes
                       required to be delivered by or to   Party B A, or with respect to any
                       under the terms of the Indenture, other     particular type of report or
                       than those required to be delivered         other document as to which
                       directly by the Trustee to Party A          Party A has previously made
                       thereunder                                  request to receive all reports
                                                                   or documents for that type,
                                                                   promptly upon delivery or
                                                                   receipt of such report or
                                                                   document by the Issuer
--------------------------------------------------------------------------------------------------------------------------------
Party B                A copy of the unaudited consolidated        Promptly after request by the   Yes
                       financial statements of such party and its  other party
                       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
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                     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.

           (6) 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:
                                             Date: ___________, 200_

<PAGE>

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        98.9%
          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)

negotiable debt obligations issued after 18 July 1984 by        To Be Determined
          the U.S. Treasury To Be Determined 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)

negotiable debt obligations issued after l8 July 1984 by        To Be Determined
          the U.S. Treasury To Be Determined 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)

negotiable debt obligations of the Government National          To Be Determined
          Mortgage Association, the To Be Determined
          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.

negotiable debt obligations of the Government National          To Be Determined
          Mortgage Association, the To Be Determined
          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.

negotiable debt obligations of the Government National          To Be Determined
          Mortgage Association, the To Be Determined
          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.

negotiable debt obligations of the Government National          To Be Determined
          Mortgage Association, the To Be Determined
          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.

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
                     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.

--------------------------------------------------------------------------------
                                   Less than or           Less than or equal to
                                   equal to 5             10 years but greater
                                   years to               than 5 years to
                                   Termination            Termination Date of
                                   Date of the            the Transaction
                                   Transaction
Party A S&P Rating on
such date
--------------------------------------------------------------------------------
 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: _________________________________      By: _________________________________
Name:                                      Name:
Title:                                     Title:
Date:  ____________, 200_                  Date:  ____________, 200_

<PAGE>

                                    EXHIBIT N

                       SERVICING CRITERIA TO BE ADDRESSED
                           IN ASSESSMENT OF COMPLIANCE
                          (RMBS unless otherwise noted)


<TABLE>
<CAPTION>
<S>                                                                  <C>
DEFINITIONS                                                          KEY:
PRIMARY SERVICER - transaction party having borrower contact         X - obligation
MASTER SERVICER - aggregator of pool assets                          [X] - under consideration for obligation
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
</TABLE>

"NOTE: THE DEFINITIONS ABOVE DESCRIBE THE ESSENTIAL FUNCTION THAT THE PARTY
PERFORMS, RATHER THAN THE PARTY'S TITLE.

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.

<TABLE>
<CAPTION>
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                                                                   PRIMARY    MASTER  CUSTODIAN  PAYING    TRUSTEE
REG AB REFERENCE  SERVICING CRITERIA                               SERVICER  SERVICER CUSTODIAN  AGENT
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  GENERAL SERVICING CONSIDERATIONS
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
<S>               <C>                                                 <C>        <C>   <C>       <C>     <C>
                  Policies  and  procedures  are  instituted  to      X          X                            X
                  monitor any  performance or other triggers and                                         (Sec. 9.01)
                  events  of  default  in  accordance  with  the
1122(d)(1)(i)     transaction agreements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
1122(d)(1)(ii)    If any material servicing activities are            X          X
                  outsourced to third parties, policies and
                  procedures are instituted to monitor the
                  third party's performance and compliance with
                  such servicing activities.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Any requirements in the transaction
                  agreements to maintain a back-up servicer for
1122(d)(1)(iii)   the Pool Assets are maintained.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  A fidelity bond and errors and omissions            X          X
                  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
1122(d)(1)(iv)    agreements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  CASH COLLECTION AND ADMINISTRATION
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
1122(d)(2)(i)     Payments on pool assets are deposited into          X          X
                  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.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Disbursements made via wire transfer on             X          X                            X
                  behalf of an obligor or to an investor are
1122(d)(2)(ii)    made only by authorized personnel.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Advances of funds or guarantees regarding           X          X                            X
                  collections, cash flows or distributions, and                                          (Sec. 8.01)
                  any interest or other fees charged for such
                  advances, are made, reviewed and approved as
1122(d)(2)(iii)   specified in the transaction agreements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  The related accounts for the transaction,                     [X]                           X
                  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)
1122(d)(2)(iv)    as set forth in the transaction agreements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Each custodial account is maintained at a           X          X                            X
                  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
1122(d)(2)(v)     Securities Exchange Act.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Unissued checks are safeguarded so as to            X
1122(d)(2)(vi)    prevent unauthorized access.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Reconciliations are prepared on a monthly           X          X                            X
                  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
1122(d)(2)(vii)   specified in the transaction agreements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  INVESTOR REMITTANCES AND REPORTING
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
1122(d)(3)(i)     Reports to investors, including those to be         X          X                            X
                  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.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Amounts due to investors are allocated and          X          X                            X
                  remitted in accordance with timeframes,
                  distribution priority and other terms set
1122(d)(3)(ii)    forth in the transaction agreements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Disbursements made to an investor are posted        X          X                            X
                  within two business days to the Servicer's
                  investor records, or such other number of
1122(d)(3)(iii)   days specified in the transaction agreements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Amounts remitted to investors per the               X          X                            X
                  investor reports agree with cancelled checks,
                  or other form of payment, or custodial bank
1122(d)(3)(iv)    statements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  POOL ASSET ADMINISTRATION
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
1122(d)(4)(i)     Collateral or security on pool assets is            X          X
                  maintained as required by the transaction
                  agreements or related pool asset documents.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
1122(d)(4)(ii)    Pool assets  and related documents are              X          X
                  safeguarded as required by the transaction
                  agreements
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
1122(d)(4)(iii)   Any additions, removals or substitutions to         X          X                            X
                  the asset pool are made, reviewed and
                  approved in accordance with any conditions or
                  requirements in the transaction agreements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
1122(d)(4)(iv)    Payments on pool assets, including any              X
                  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.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  The Servicer's records regarding the pool X
                  assets agree with the Servicer's records with
                  respect to an obligor's unpaid principal
1122(d)(4)(v)     balance.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Changes with respect to the terms or status         X          X
                  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
1122(d)(4)(vi)    and related pool asset documents.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Loss mitigation or recovery actions (e.g.,          X          X
                  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
1122(d)(4)(vii)   established by the transaction agreements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Records documenting collection efforts are          X
                  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
1122(d)(4)(viii)  unemployment).
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
1122(d)(4)(ix)    Adjustments to interest rates or rates of           X          X
                  return for pool assets with variable rates
                  are computed based on the related pool asset
                  documents.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
1122(d)(4)(x)     Regarding any funds held in trust for an            X
                  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.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Payments made on behalf of an obligor (such         X
                  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
1122(d)(4)(xi)    specified in the transaction agreements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Any late payment penalties in connection with X
                  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
1122(d)(4)(xii)   was due to the obligor's error or omission.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Disbursements made on behalf of an obligor X
                  are posted within two business days to the
                  obligor's records maintained by the servicer,
                  or such other number of days specified in the
1122(d)(4)(xiii)  transaction agreements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Delinquencies, charge-offs and uncollectible                   X                            X
                  accounts are recognized and recorded in
1122(d)(4)(xiv)   accordance with the transaction agreements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
                  Any external enhancement or other support,                                                  X
                  identified in Item 1114(a)(1) through (3) or
                  Item 1115 of Regulation AB, is maintained as
1122(d)(4)(xv)    set forth in the transaction agreements.
----------------- ----------------------------------------------- ---------- -------- --------- -------- ------------
</TABLE>

<PAGE>
                                    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 Trustee
pursuant to Section 3.25(a)(iv). If the Trustee is indicated below as to any
item, then the Trustee 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 Trustee 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.

<TABLE>
<CAPTION>
     FORM              ITEM                                     DESCRIPTION                                  RESPONSIBLE PARTY
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
<S>              <C>                <C>                                                                <C>
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      6.07 statement
                                    dates for calculating distributions and actual distribution dates
                                    for the distribution period.
                                    ------------------------------------------------------------------ -----------------------------
                                    (2) Cash flows received and the sources thereof for distributions, 6.07 statement
                                    fees and expenses.
                                    ------------------------------------------------------------------ -----------------------------
                                    (3) Calculated amounts and distribution of the flow of funds for   6.07 statement
                                    the period itemized by type and priority of payment, including:
                                    ------------------------------------------------------------------ -----------------------------
                                               (i) Fees or expenses accrued and paid, with an          6.07 statement
                                    identification of the general purpose of such fees and the party
                                    receiving such fees or expenses.
                                    ------------------------------------------------------------------ -----------------------------
                                               (ii) Payments accrued or paid with respect to           6.07 statement
                                    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.
                                    ------------------------------------------------------------------ -----------------------------
                                               (iii) Principal, interest and other distributions       6.07 statement
                                    accrued and paid on the asset-backed securities by type and by
                                    class or series and any principal or interest shortfalls or
                                    carryovers.
                                    ------------------------------------------------------------------ -----------------------------
                                               (iv) The amount of excess cash flow or excess spread    6.07 statement
                                    and the disposition of excess cash flow.
                                    ------------------------------------------------------------------ -----------------------------
                                    (4) Beginning and ending principal balances of the asset-backed    6.07 statement
                                    securities.
                                    ------------------------------------------------------------------ -----------------------------
                                    (5) Interest rates applicable to the pool assets and the           6.07 statement
                                    asset-backed securities, as applicable. Consider providing
                                    interest rate information for pool assets in appropriate
                                    distributional groups or incremental ranges.
                                    ------------------------------------------------------------------ -----------------------------
                                    (6) Beginning and ending balances of transaction accounts, such as 6.07 statement
                                    reserve accounts, and material account activity during the period.
                                    ------------------------------------------------------------------ -----------------------------
                                    (7) Any amounts drawn on any credit enhancement or other support   6.07 statement
                                    identified in Item 1114 of Regulation AB, as applicable, and the
                                    amount of coverage remaining under any such enhancement, if known  Updated pool composition
                                    and applicable.                                                    information fields to be as
                                                                                                       specified by Depositor from
                                                                                                       time to time
                                    ------------------------------------------------------------------ -----------------------------
                                    (8) Number and amount of pool assets at the beginning and ending   6.07 statement
                                    of each period, and updated pool composition information, such as
                                    weighted average coupon, weighted average life, weighted average   Form 10-D report:
                                    life, weighted average remaining term, pool factors and            Master Servicer
                                    prepayment amounts.
                                    ------------------------------------------------------------------ -----------------------------
                                    (9) Delinquency and loss information for the period.               6.07 statement

                                    In addition, describe any material changes to the information      Form 10-D report:
                                    specified in Item 1100(b)(5) of Regulations AB regarding the       Master Servicer
                                    pool assets.
                                    ------------------------------------------------------------------ -----------------------------
                                    (10) Information on the amount, terms and general purpose of any   6.07 statement
                                    advances made or reimbursed during the period, including the
                                    general use of funds advanced and the general source of funds for
                                    reimbursements.
                                    ------------------------------------------------------------------ -----------------------------
                                    (11) Any material modifications, extensions or waivers to pool     6.07 statement
                                    asset terms, fees, penalties or payments during the distribution
                                    period or that have cumulatively become material over time.
                                    ------------------------------------------------------------------ -----------------------------
                                    (12) Material breaches of pool asset representations or warranties Form 10-D report: Securities
                                    or transaction covenants.                                          Adminstrator (subject to
                                                                                                       Depositor approval)
                                    ------------------------------------------------------------------ -----------------------------
                                    (13) Information on ratio, coverage or other tests used for        6.07 statement
                                    determining any early amortization, liquidation or other
                                    performance trigger and whether the trigger was met.
                                    ------------------------------------------------------------------ -----------------------------

                                    (14) Information regarding any new issuance of asset-backed        Form 10-D report: Depositor
                                    securities backed by the same asset pool,

                                    [information regarding] any pool asset changes (other than in      Form 10-D report: Master
                                    connection with a pool asset converting into cash in accordance    Servicer
                                    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.

                                    Disclose any material changes in the solicitation, credit-         Form 10-D report: Master
                                    granting, underwriting, origination, acquisition or pool selection Servicer
                                    criteria or procedures, as applicable, used to originate, acquire
                                    or select the new pool assets.

                                    ------------------------------------------------------------------ -----------------------------
                                    ITEM 1121(B) - PRE-FUNDING OR REVOLVING PERIOD INFORMATION         Depositor

                                    Updated pool information as required under Item 1121(b).
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 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)                                                   Sponsor

                                    Depositor                                                          Depositor

                                    Trustee                                                            Trustee

                                    Issuing entity                                                     Depositor

                                    Master Servicer, affiliated Servicer, other servicing 20% or more  Master Servicer
                                    of pool assets at time of report, other material servicers

                                    Certificate Administrator                                          Certificate Administrator

                                    Originator of 20% or more of pool assets as of the Cut-off Date    Master Servicer

                                    Custodian                                                          Custodian
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 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   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.
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 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    Trustee
                                    of any grace period and provision of any required notice)
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 5                  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
                                    ------------------------------------------------------------------ -----------------------------
                                    INFORMATION FROM ITEM 4 OF PART II OF FORM 10-Q                    Trustee
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 6                  SIGNIFICANT OBLIGORS OF POOL ASSETS
                                    ------------------------------------------------------------------ -----------------------------
                                    ITEM 1112(B) - SIGNIFICANT OBLIGOR FINANCIAL INFORMATION*          Master Servicer
                                    ------------------------------------------------------------------
                                    *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                        Trustee

                                    Obtaining required financial information or effecting              Trustee
                                    incorporation by reference
                                    ------------------------------------------------------------------ -----------------------------
                                    ITEM 1115(B) - DERIVATIVE COUNTERPARTY FINANCIAL INFORMATION*

                                    Determining current maximum probable exposure                      Depositor

                                    Determining current significance percentage                        Trustee

                                    Obtaining required financial information or effecting              Trustee
                                    incorporation by reference
                                    ------------------------------------------------------------------ -----------------------------
                                    *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       The Responsible Party for the
                                    DURING THE PERIOD COVERED BY THE FORM 10-D BUT NOT REPORTED        applicable Form 8-K item as
                                                                                                       indicated below
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 9                  EXHIBITS
                                    ------------------------------------------------------------------ -----------------------------
                                    Distribution report                                                Trustee
                                    ------------------------------------------------------------------ -----------------------------
                                    EXHIBITS REQUIRED BY ITEM 601 OF REGULATION  S-K, SUCH AS MATERIAL Depositor
                                    AGREEMENTS
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
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    Master Servicer; or any of
                                    definitive agreement that is material to the securitization, even  the following that is a party
                                    if depositor is not a party.                                       to the agreement if Master
                                                                                                       Servicer is not: Trustee,
                                    Examples: servicing agreement, custodial agreement.                Sponsor, Depositor,
                                                                                                       Certificate Administrator
                                    Note: disclosure not required as to definitive agreements that are
                                    fully disclosed in the prospectus
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 1.02               TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
                                    ------------------------------------------------------------------ -----------------------------
                                    Disclosure is required regarding termination of any definitive     Master Servicer; or any of
                                    agreement that is material to the securitization (other than       the following that is a
                                    expiration in accordance with its terms), even if depositor is     party to the agreement if
                                    not a party.                                                       Master Servicer is not:
                                                                                                       Trustee, Sponsor,
                                    Examples: servicing agreement, custodial agreement.                Depositor, Certificate
                                                                                                       Administrator
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 1.03               BANKRUPTCY OR RECEIVERSHIP
                                    ------------------------------------------------------------------ -----------------------------
                                    Disclosure is required regarding the bankruptcy or receivership,   Master Servicer
                                    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
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 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       Master Servicer
                                    event, Master Servicer 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
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 3.03               MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
                                    ------------------------------------------------------------------ -----------------------------
                                    Disclosure is required of any material modification to documents   Trustee
                                    defining the rights of Certificateholders, including the Pooling
                                    and Servicing Agreement
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 5.03               AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
                                    FISCAL YEAR
                                    ------------------------------------------------------------------ -----------------------------
                                    Disclosure is required of any amendment "to the governing          Depositor
                                    documents of the issuing entity"
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 5.06               CHANGE IN SHELL COMPANY STATUS
                                    ------------------------------------------------------------------ -----------------------------
                                    [Not applicable to ABS issuers]                                    Depositor
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 6.01               ABS INFORMATIONAL AND COMPUTATIONAL MATERIAL
                                    ------------------------------------------------------------------ -----------------------------
                                    [Not included in reports to be filed under Section 3.18]           Depositor
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 6.02               CHANGE OF SERVICER OR TRUSTEE
                                    ------------------------------------------------------------------ -----------------------------
                                    Requires disclosure of any removal, replacement, substitution or   Trustee or Master Servicer
                                    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.

---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 6.03               CHANGE IN CREDIT ENHANCEMENT OR OTHER EXTERNAL SUPPORT
                                    ------------------------------------------------------------------ -----------------------------
                                    Covers termination of any enhancement in manner other than by its  Depositor or Trustee
                                    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.
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 6.04               FAILURE TO MAKE A REQUIRED DISTRIBUTION                            Trustee
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 6.05               SECURITIES ACT UPDATING DISCLOSURE
                                    ------------------------------------------------------------------ -----------------------------
                                    If any material pool characteristic differs by 5% or more at the   Depositor
                                    time of issuance of the securities from the description in the
                                    final prospectus, provide updated Reg AB disclosure about the
                                    actual asset pool.
                                    ------------------------------------------------------------------ -----------------------------
                                    If there are any new servicers or originators required to be       Depositor
                                    disclosed under Regulation AB as a result of the foregoing,
                                    provide the information called for in Items 1108 and 1110
                                    respectively.
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 7.01               REGULATION FD DISCLOSURE                                           Depositor
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 8.01               OTHER EVENTS
                                    ------------------------------------------------------------------ -----------------------------
                                    Any event, with respect to which information is not otherwise      Depositor
                                    called for in Form 8-K, that the registrant deems of importance to
                                    security holders.
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 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       The Responsible Party for the
                                    during the fourth quarter covered by the Form 10-K but not         applicable Form 8-K item as
                                    reported                                                           indicated above
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                 15                 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
                                    ------------------------------------------------------------------ -----------------------------
                                    ITEM 1112(B) - SIGNIFICANT OBLIGOR FINANCIAL INFORMATION           Master Servicer
                                    ------------------------------------------------------------------ -----------------------------
                                    ITEM 1114(B)(2) - CREDIT ENHANCEMENT PROVIDER FINANCIAL
                                    INFORMATION

                                    Determining applicable disclosure threshold                        Trustee

                                    Obtaining required financial information or effecting              Trustee
                                    incorporation by reference
                                    ------------------------------------------------------------------ -----------------------------
                                    ITEM 1115(B) - DERIVATIVE COUNTERPARTY FINANCIAL INFORMATION

                                    Determining current maximum probable exposure                      Depositor

                                    Determining current significance percentage                        Trustee

                                    Obtaining required financial information or effecting              Trustee
                                    incorporation by reference
                                    ------------------------------------------------------------------ -----------------------------
                                    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)                                                   Sponsor

                                    Depositor                                                          Depositor

                                    Trustee                                                            Trustee

                                    Issuing entity                                                     Depositor

                                    Master Servicer, affiliated Servicer, other Servicer servicing 20% Master Servicer
                                    or more of pool assets at time of report, other material servicers


                                    Certificate Administrator                                          Certificate Administrator

                                    Originator of 20% or more of pool assets as of the Cut-off Date    Master Servicer

                                    Custodian                                                          Custodian
                                    ------------------------------------------------------------------ -----------------------------
                                    Item 1119 - Affiliations and relationships between the following
                                    entities, or their respective affiliates, that are material to
                                    Certificateholders:

                                    Sponsor (Seller)                                                   Sponsor

                                    Depositor                                                          Depositor

                                    Trustee                                                            Trustee

                                    Master Servicer, affiliated Servicer, other Servicer servicing 20% Master Servicer
                                    or more of pool assets at time of report, other material servicers

                                    Certificate Administrator                                          Certificate Administrator

                                    Originator                                                         Master Servicer

                                    Custodian                                                          Custodian

                                    Credit Enhancer/Support Provider                                   Trustee

                                    Significant Obligor                                                Master Servicer
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                                    ITEM 1122 - ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA       Each Party participating
                                                                                                       in the servicing function
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
                                    ITEM 1123 - SERVICER COMPLIANCE STATEMENT                          Master Servicer, Servicer
---------------- ------------------ ------------------------------------------------------------------ -----------------------------
</TABLE>