SUBSEQUENT
      TRANSFER INSTRUMENT

     

    Pursuant
      to this Subsequent Transfer Instrument, dated May 18, 2007 (the “Instrument”),
      between Impac Secured Assets Corp. as seller (the “Company”), and Deutsche Bank
      National Trust Company (“DBNTC”) as Trustee (the “Trustee”), and pursuant to the
      Pooling and Servicing Agreement, dated as of April 1, 2007 (the “Agreement”),
      among Impac Secured Assets Corp., Impac Funding Corporation and the Trustee,
      the
      Company and the Trustee agree to the sale by the Company and the purchase by
      the
      Trustee of the Subsequent Mortgage Loans on the attached Schedule 1 of Mortgage
      Loans (the “Subsequent Mortgage Loans”).

     

    Capitalized
      terms used but not otherwise defined herein shall have the meanings set forth
      in
      the Agreement.

     

    Section
      1. Conveyance
      of Subsequent Mortgage Loans; Acceptance of Mortgage Loans by the
      Trustee.
      

     

    (a) The
      Company does hereby sell, transfer, assign, set over and convey to the Trustee
      without recourse, all of its right, title and interest in and to the Subsequent
      Mortgage Loans, including all amounts due on the Subsequent Mortgage Loans
      after
      the related Subsequent Cut-off Date, and all items with respect to the
      Subsequent Mortgage Loans to be delivered pursuant to Section 2.07 of the
      Agreement; provided, however that the Company reserves and retains all right,
      title and interest in and to amounts due on the Subsequent Mortgage Loans on
      or
      prior to the related Subsequent Cut-off Date. The Company, contemporaneously
      with the delivery of this Instrument, has delivered or caused to be delivered
      to
      the Trustee each item set forth in Section 2.02 of the Agreement. The transfer
      to the Trustee by the Company of the Subsequent Mortgage Loans identified on
      the
      Mortgage Loan Schedule shall be absolute and is intended by the Company, the
      Master Servicer, the Trustee, the Certificateholders and the Certificate Insurer
      to constitute and to be treated as a sale by the Company to the Trust
      Fund.

     

    (b) The
      Company, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee without recourse
      for the benefit of the Certificate holders and the Certificate Insurer all
      the
      right, title and interest of the Company, in, to and under the Subsequent
      Mortgage Loan Purchase Agreement, dated May 18, 2007, between the Company,
      as
      purchaser and Impac Funding Corporation, as seller (the “Subsequent Mortgage
      Loan Purchase Agreement”).

     

    (c) The
      Trustee acknowledges receipt of, subject to the exceptions the applicable
      Custodian notes pursuant to the procedures described in Section 2.02 of the
      Agreement, the documents (or certified copies thereof) referred to in Section
      2.1(b) of the Subsequent Mortgage Loan Purchase Agreement, and declares that
      it
      holds and will continue to hold those documents and any amendments, replacements
      or supplements thereto and all other assets as Trustee in trust for the use
      and
      benefit of all present and future Holders of the Certificates and the
      Certificate Insurer.

     

    (d) Additional
      terms of the sale are set forth on Attachment A hereto.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      2. Representations
      and Warranties; Conditions Precedent.
      

     

    (a) The
      Company hereby confirms that each of the conditions and the representations
      and
      warranties set forth in Section 2.07 of the Agreement are satisfied as of the
      date hereof.

     

    (b) All
      terms
      and conditions of the Agreement are hereby ratified and confirmed; provided,
      however, that in the event of any conflict, the provisions of this Instrument
      shall control over the conflicting provisions of the Agreement.

     

    (c) Limitation
      of Liability. It is expressly understood and agreed by the parties hereto that
      (a) this Agreement is executed and delivered by DBNTC, not individually or
      personally but solely as the Trustee of the Company, 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 the Company are made
      and
      intended not as personal representations, undertakings and agreements by DBNTC
      but are made and intended for the purpose of binding only the Company, (c)
      nothing herein contained shall be construed as creating any liability on DBNTC,
      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) under no circumstances shall DBNTC be
      personally liable for the payment of any indebtedness or expenses of the Company
      or be liable for the breach or failure of any obligation, representation,
      warranty or covenant made or undertaken by the Company under this
      Agreement.

     

    Section
      3. Recordation
      of Instrument.

     

    To
      the
      extent permitted by applicable law, this Instrument, or a memorandum thereof
      if
      permitted under applicable law, is subject to recordation in all appropriate
      public offices for real property records in all of 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
      Certificateholders’ expense on direction of the related Certificateholders, but
      only when accompanied by an Opinion of Counsel to the effect that such
      recordation materially and beneficially affects the interests of the
      Certificateholders or is necessary for the administration or servicing of the
      Subsequent Mortgage Loans.

     

    Section
      4. Governing
      Law.

     

    This
      Instrument 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, without giving effect to principles
      of
      conflicts of law.

     

    Section
      5. Counterparts.

     

    This
      Instrument 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 instrument.

    
      
        
        

      

      
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    Section
      6. Successors
      and Assigns.

     

    This
      Instrument shall inure to the benefit of and be binding upon the Company and
      the
      Trustee and their respective successors and assigns.

     

     

     

     

     

    
 

    
      
        
        

      

      
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    IMPAC
      SECURED ASSETS CORP.,
as
      Seller

    


    


    By:      /s/
      Ronald Morrison            

    
      Name:
        Ronald Morrison

      Title:  
        General Counsel & Secretary

    

     

     

    DEUTSCHE
      BANK NATIONAL TRUST COMPANY, 
as
      trustee under the Pooling and Servicing Agreement relating to Impac Secured
      Assets Corp. Mortgage Pass-Through Certificates, Series 2007-3

    
       

       

      By:      /s/
        Marion
        Hogan            

      Name:
        Marion
        Hogan
        Title:  
          Associate

      

       

       

       

       

       

       

      
        
          
          

        

        
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