IMPAC SECURED ASSETS CORP., Company, IMPAC FUNDING CORPORATION Master Servicer, and WELLS FARGO BANK, N.A. Trustee POOLING AND SERVICING AGREEMENT DATED AS OF DECEMBER 1, 2005 MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-2

IMPAC SECURED ASSETS CORP.,

Company,

IMPAC FUNDING CORPORATION

Master Servicer,

and

XXXXX FARGO BANK, N.A.

Trustee

POOLING AND SERVICING AGREEMENT

DATED AS OF DECEMBER 1, 2005

MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2005-2

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 Company.
Section 2.04.	Representations and Warranties of the Seller.
Section 2.05.	Issuance of Certificates; Conveyance of REMIC 1 Regular Interests and Acceptance of REMIC 2 by the Trustee.
Section 2.06.	Conveyance of Subsequent Mortgage Loans.

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.	Annual Independent Public Accountants’ Servicing Statement.
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 Company.
Section 3.25.	Exchange Act Reporting.

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 1 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.	Pre-Funding Account.

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 COMPANY AND THE MASTER SERVICER

Section 6.01.	Liability of the Company and the Master Servicer.
Section 6.02.	Merger, Consolidation or Conversion of the Company or the Master Servicer.
Section 6.03.	Limitation on Liability of the Company, 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 and REMIC 3.
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.

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	Seller 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 M	Form of Swap Agreement

This Pooling and Servicing Agreement (this “Agreement”), dated and effective as of December 1, 2005, is entered into among Impac Secured Assets Corp., as company (the “Company”), Impac Funding Corporation, as master servicer (the “Master Servicer”), and Xxxxx Fargo Bank, N.A., as trustee (the “Trustee”).

PRELIMINARY STATEMENT

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

REMIC 1

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

Designation	Uncertificated REMIC 1 Pass-Through Rate	Initial Uncertificated Balance		Latest Possible Maturity Date⁽¹⁾
A-I	Variable⁽²⁾	$	288,630,031.83	February 25, 2036
I-1-A	Variable⁽²⁾	$	5,014,161.50	February 25, 2036
I-1-B	Variable⁽²⁾	$	5,014,161.50	February 25, 2036
I-2-A	Variable⁽²⁾	$	6,864,771.00	February 25, 2036
I-2-B	Variable⁽²⁾	$	6,864,771.00	February 25, 2036
I-3-A	Variable⁽²⁾	$	8,720,902.50	February 25, 2036
I-3-B	Variable⁽²⁾	$	8,720,902.50	February 25, 2036
I-4-A	Variable⁽²⁾	$	10,570,993.00	February 25, 2036
I-4-B	Variable⁽²⁾	$	10,570,993.00	February 25, 2036
I-5-A	Variable⁽²⁾	$	12,403,423.50	February 25, 2036
I-5-B	Variable⁽²⁾	$	12,403,423.50	February 25, 2036
I-6-A	Variable⁽²⁾	$	14,205,895.50	February 25, 2036
I-6-B	Variable⁽²⁾	$	14,205,895.50	February 25, 2036
I-7-A	Variable⁽²⁾	$	15,966,272.00	February 25, 2036
I-7-B	Variable⁽²⁾	$	15,966,272.00	February 25, 2036
I-8-A	Variable⁽²⁾	$	17,671,837.50	February 25, 2036
I-8-B	Variable⁽²⁾	$	17,671,837.50	February 25, 2036
I-9-A	Variable⁽²⁾	$	19,310,579.00	February 25, 2036
I-9-B	Variable⁽²⁾	$	19,310,579.00	February 25, 2036
I-10-A	Variable⁽²⁾	$	20,809,753.00	February 25, 2036
I-10-B	Variable⁽²⁾	$	20,809,753.00	February 25, 2036

I-11-A	Variable⁽²⁾	$	21,396,877.50	February 25, 2036
I-11-B	Variable⁽²⁾	$	21,396,877.50	February 25, 2036
I-12-A	Variable⁽²⁾	$	21,214,624.00	February 25, 2036
I-12-B	Variable⁽²⁾	$	21,214,624.00	February 25, 2036
I-13-A	Variable⁽²⁾	$	20,573,574.00	February 25, 2036
I-13-B	Variable⁽²⁾	$	20,573,574.00	February 25, 2036
I-14-A	Variable⁽²⁾	$	19,951,775.50	February 25, 2036
I-14-B	Variable⁽²⁾	$	19,951,775.50	February 25, 2036
I-15-A	Variable⁽²⁾	$	19,348,828.00	February 25, 2036
I-15-B	Variable⁽²⁾	$	19,348,828.00	February 25, 2036
I-16-A	Variable⁽²⁾	$	18,763,857.00	February 25, 2036
I-16-B	Variable⁽²⁾	$	18,763,857.00	February 25, 2036
I-17-A	Variable⁽²⁾	$	18,196,476.00	February 25, 2036
I-17-B	Variable⁽²⁾	$	18,196,476.00	February 25, 2036
I-18-A	Variable⁽²⁾	$	17,646,137.50	February 25, 2036
I-18-B	Variable⁽²⁾	$	17,646,137.50	February 25, 2036
I-19-A	Variable⁽²⁾	$	17,112,436.50	February 25, 2036
I-19-B	Variable⁽²⁾	$	17,112,436.50	February 25, 2036
I-20-A	Variable⁽²⁾	$	16,594,839.00	February 25, 2036
I-20-B	Variable⁽²⁾	$	16,594,839.00	February 25, 2036
I-21-A	Variable⁽²⁾	$	30,266,712.50	February 25, 2036
I-21-B	Variable⁽²⁾	$	30,266,712.50	February 25, 2036
I-22-A	Variable⁽²⁾	$	173,072,237.50	February 25, 2036
I-22-B	Variable⁽²⁾	$	173,072,237.50	February 25, 2036
I-23-A	Variable⁽²⁾	$	117,620,221.00	February 25, 2036
I-23-B	Variable⁽²⁾	$	117,620,221.00	February 25, 2036
I-24-A	Variable⁽²⁾	$	26,155,279.00	February 25, 2036
I-24-B	Variable⁽²⁾	$	26,155,279.00	February 25, 2036
I-25-A	Variable⁽²⁾	$	5,515,214.00	February 25, 2036
I-25-B	Variable⁽²⁾	$	5,515,214.00	February 25, 2036
I-26-A	Variable⁽²⁾	$	5,348,076.00	February 25, 2036
I-26-B	Variable⁽²⁾	$	5,348,076.00	February 25, 2036
I-27-A	Variable⁽²⁾	$	5,186,175.50	February 25, 2036
I-27-B	Variable⁽²⁾	$	5,186,175.50	February 25, 2036
I-28-A	Variable⁽²⁾	$	5,029,012.50	February 25, 2036
I-28-B	Variable⁽²⁾	$	5,029,012.50	February 25, 2036
I-29-A	Variable⁽²⁾	$	4,876,612.50	February 25, 2036
I-29-B	Variable⁽²⁾	$	4,876,612.50	February 25, 2036
I-30-A	Variable⁽²⁾	$	4,728,882.50	February 25, 2036
I-30-B	Variable⁽²⁾	$	4,728,882.50	February 25, 2036
I-31-A	Variable⁽²⁾	$	4,585,547.00	February 25, 2036
I-31-B	Variable⁽²⁾	$	4,585,547.00	February 25, 2036
I-32-A	Variable⁽²⁾	$	4,446,581.00	February 25, 2036
I-32-B	Variable⁽²⁾	$	4,446,581.00	February 25, 2036
I-33-A	Variable⁽²⁾	$	4,311,654.00	February 25, 2036
I-33-B	Variable⁽²⁾	$	4,311,654.00	February 25, 2036
I-34-A	Variable⁽²⁾	$	17,270,548.50	February 25, 2036
I-34-B	Variable⁽²⁾	$	17,270,548.50	February 25, 2036
I-35-A	Variable⁽²⁾	$	16,352,647.50	February 25, 2036
I-35-B	Variable⁽²⁾	$	16,352,647.50	February 25, 2036
I-36-A	Variable⁽²⁾	$	62,741,730.00	February 25, 2036
I-36-B	Variable⁽²⁾	$	62,741,730.00	February 25, 2036
I-37-A	Variable⁽²⁾	$	1,235,502.50	February 25, 2036

I-37-B	Variable⁽²⁾	$	1,235,502.50	February 25, 2036
I-38-A	Variable⁽²⁾	$	1,198,040.00	February 25, 2036
I-38-B	Variable⁽²⁾	$	1,198,040.00	February 25, 2036
I-39-A	Variable⁽²⁾	$	1,161,635.00	February 25, 2036
I-39-B	Variable⁽²⁾	$	1,161,635.00	February 25, 2036
I-40-A	Variable⁽²⁾	$	1,126,400.00	February 25, 2036
I-40-B	Variable⁽²⁾	$	1,126,400.00	February 25, 2036
I-41-A	Variable⁽²⁾	$	1,092,115.00	February 25, 2036
I-41-B	Variable⁽²⁾	$	1,092,115.00	February 25, 2036
I-42-A	Variable⁽²⁾	$	1,058,982.50	February 25, 2036
I-42-B	Variable⁽²⁾	$	1,058,982.50	February 25, 2036
I-43-A	Variable⁽²⁾	$	1,026,835.00	February 25, 2036
I-43-B	Variable⁽²⁾	$	1,026,835.00	February 25, 2036
I-44-A	Variable⁽²⁾	$	995,560.00	February 25, 2036
I-44-B	Variable⁽²⁾	$	995,560.00	February 25, 2036
I-45-A	Variable⁽²⁾	$	965,347.50	February 25, 2036
I-45-B	Variable⁽²⁾	$	965,347.50	February 25, 2036
I-46-A	Variable⁽²⁾	$	935,977.50	February 25, 2036
I-46-B	Variable⁽²⁾	$	935,977.50	February 25, 2036
I-47-A	Variable⁽²⁾	$	907,562.50	February 25, 2036
I-47-B	Variable⁽²⁾	$	907,562.50	February 25, 2036
I-48-A	Variable⁽²⁾	$	879,882.50	February 25, 2036
I-48-B	Variable⁽²⁾	$	879,882.50	February 25, 2036
I-49-A	Variable⁽²⁾	$	853,140.00	February 25, 2036
I-49-B	Variable⁽²⁾	$	853,140.00	February 25, 2036
I-50-A	Variable⁽²⁾	$	827,197.50	February 25, 2036
I-50-B	Variable⁽²⁾	$	827,197.50	February 25, 2036
I-51-A	Variable⁽²⁾	$	801,960.00	February 25, 2036
I-51-B	Variable⁽²⁾	$	801,960.00	February 25, 2036
I-52-A	Variable⁽²⁾	$	777,552.50	February 25, 2036
I-52-B	Variable⁽²⁾	$	777,552.50	February 25, 2036
I-53-A	Variable⁽²⁾	$	753,897.50	February 25, 2036
I-53-B	Variable⁽²⁾	$	753,897.50	February 25, 2036
I-54-A	Variable⁽²⁾	$	730,965.00	February 25, 2036
I-54-B	Variable⁽²⁾	$	730,965.00	February 25, 2036
I-55-A	Variable⁽²⁾	$	708,677.50	February 25, 2036
I-55-B	Variable⁽²⁾	$	708,677.50	February 25, 2036
I-56-A	Variable⁽²⁾	$	687,065.00	February 25, 2036
I-56-B	Variable⁽²⁾	$	687,065.00	February 25, 2036
I-57-A	Variable⁽²⁾	$	666,145.00	February 25, 2036
I-57-B	Variable⁽²⁾	$	666,145.00	February 25, 2036
I-58-A	Variable⁽²⁾	$	6,193,692.50	February 25, 2036
I-58-B	Variable⁽²⁾	$	6,193,692.50	February 25, 2036
I-59-A	Variable⁽²⁾	$	14,787,310.00	February 25, 2036
I-59-B	Variable⁽²⁾	$	14,787,310.00	February 25, 2036
P	Variable⁽²⁾	$	100.00	February 25, 2036

________________

⁽¹⁾	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the first Distribution Date immediately following the maturity date for the Mortgage Loan with the latest maturity date has been designated as the “latest possible maturity date” for each REMIC 1 Regular Interest.
⁽²⁾	Calculated in accordance with the definition of “Uncertifcated REMIC 1 Pass-Through Rate” herein.

REMIC 2

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

Designation	Uncertificated REMIC 2 Pass-Through Rate		Initial Uncertificated Principal Balance	Latest Possible Maturity Date(1)
AA	Variable⁽²⁾	$	1,949,281,941.71	February 25, 2036
A-1	Variable⁽²⁾	$	8,000,000.00	February 25, 2036
A-1M	Variable⁽²⁾	$	888,890.00	February 25, 2036
A-1W	Variable⁽²⁾	$	3,250,000.00	February 25, 2036
A-2A	Variable⁽²⁾	$	2,316,670.00	February 25, 2036
A-2B	Variable⁽²⁾	$	1,177,570.00	February 25, 2036
A-2C	Variable⁽²⁾	$	1,380,020.00	February 25, 2036
A-2D	Variable⁽²⁾	$	699,460.00	February 25, 2036
M-1	Variable⁽²⁾	$	716,060.00	February 25, 2036
M-2	Variable⁽²⁾	$	447,540.00	February 25, 2036
M-3	Variable⁽²⁾	$	149,180.00	February 25, 2036
M-4	Variable⁽²⁾	$	188,960.00	February 25, 2036
M-5	Variable⁽²⁾	$	129,290.00	February 25, 2036
M-6	Variable⁽²⁾	$	99,450.00	February 25, 2036
M-7	Variable⁽²⁾	$	99,450.00	February 25, 2036
M-8	Variable⁽²⁾	$	99,450.00	February 25, 2036
B	Variable⁽²⁾	$	139,230.00	February 25, 2036
ZZ	Variable⁽²⁾	$	20,000,044.12	February 25, 2036
P	Variable⁽²⁾	$	100.00	February 25, 2036
IO	Variable⁽²⁾		(3)	February 25, 2036

___________________

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest possible maturity date has been designated as the “latest possible maturity date” for each REMIC 2 Regular Interest.
(2)	Calculated in accordance with the definition of “Uncertificated REMIC 2 Pass-Through Rate” in this Agreement.
(3)	REMIC 2 Regular Interest IO will not have an Uncertificated Principal Balance, but will accrue interest on its Uncertificated Notional Amount.

REMIC 3

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

Class Designation	Initial Certificate Principal Balance		Pass-Through Rate	Assumed Final Maturity Date⁽¹⁾
A-1	$	800,000,000	Variable⁽²⁾	February 25, 2036
A-1M	$	88,889,000	Variable⁽²⁾	February 25, 2036
A-1W	$	325,000,000	Variable⁽²⁾	February 25, 2036
A-2A	$	231,667,000	Variable⁽²⁾	February 25, 2036
A-2B	$	117,757,000	Variable⁽²⁾	February 25, 2036
A-2C	$	138,002,000	Variable⁽²⁾	February 25, 2036
A-2D	$	69,946,000	Variable⁽²⁾	February 25, 2036
M-1	$	71,606,000	Variable⁽²⁾	February 25, 2036
M-2	$	44,754,000	Variable⁽²⁾	February 25, 2036
M-3	$	14,918,000	Variable⁽²⁾	February 25, 2036
M-4	$	18,896,000	Variable⁽²⁾	February 25, 2036
M-5	$	12,929,000	Variable⁽²⁾	February 25, 2036
M-6	$	9,945,000	Variable⁽²⁾	February 25, 2036
M-7	$	9,945,000	Variable⁽²⁾	February 25, 2036
M-8	$	9,945,000	Variable⁽²⁾	February 25, 2036
B	$	13,923,000	Variable⁽²⁾	February 25, 2036
Class C	$	10,941,205.83 ⁽³⁾	Variable⁽²⁾	February 25, 2036
Class P	$	100.00	N/A⁽⁴⁾	February 25, 2036

___________________

(1)	For purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations, the Distribution Date in the month following the maturity date for the Mortgage Loan with the latest possible maturity date has been designated as the “latest possible maturity date” for each Class of Certificates that represents one or more of the “regular interests” in REMIC 3.
(2)	Calculated in accordance with the definition of “Pass-Through Rate” in this Agreement.
(3)	The Class C Certificates will accrue interest at their variable Pass-Through Rate on the Notional Amount of the Class C Certificates outstanding from time to time which shall equal the aggregate of the Uncertificated Principal Balances of the REMIC 1 Regular Interests. The Class C Certificates will not accrue interest on their Certificate Principal Balance.
(4)	The Class P Certificates do not accrue interest.

ARTICLE I

DEFINITIONS

Section 1.01.

Defined Terms.

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

“Accrual Period” With respect to the Class C Certificates and each Distribution Date, the calendar month prior to the month of such Distribution Date. With respect to the Offered Certificates (i) with respect to the Distribution Date in January 2006, the period commencing on the Closing Date and ending on the day preceding the Distribution Date in January 2006, and (ii) with respect to any Distribution Date thereafter, the period commencing on the Distribution Date in the month immediately preceding the month in which such Distribution Date occurs and ending on the day preceding such Distribution Date. Unless otherwise specified, all calculations in respect of interest on the Class 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 Offered 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.

“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.

“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 Xxxxx Fargo Bank, N.A., in trust for registered holders of Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2005-2, 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 Company 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 Company 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	0.320%	0.640%
A-1M	0.390%	0.780%
A-1W	0.250%	0.500%
A-2A	0.120%	0.240%
A-2B	0.240%	0.480%
A-2C	0.280%	0.560%
A-2D	0.430%	0.860%
M-1	0.460%	0.690%
M-2	0.500%	0.750%
M-3	0.530%	0.795%
M-4	0.730%	1.095%
M-5	0.850%	1.275%
M-6	0.950%	1.425%
M-7	1.600%	2.400%
M-8	1.600%	2.400%
B	1.600%	2.400%

______

(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) 78.10% 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” December 29, 2005.

“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 Seller) 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 Seller) obtained at the time of refinancing.

“Commission” The Securities and Exchange Commission.

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

“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, Xxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Corporate Trust Services - Impac Secured Assets Corp. 2005-2, and (ii) for all other purposes, 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000, Attention: Client Manager - Impac Secured Assets Corp. 2005-2, or such other address as the Trustee may designate from time to time by notice to the Certificateholders, the Company 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.

“Countrywide” Countrywide Home Loans Servicing LP, or its successor in interest.

“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 Stated 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 Stated 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.

“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 December 29, 2005, among the Company, the Master Servicer, the Trustee and Deutsche Bank National Trust Company as Custodian relating to the Mortgage Loans identified in such custodial agreement.

“Custodian” Deutsche Bank National Trust Company.

“Cut-off Date” December 1, 2005.

“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.

“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 Xxxxxxx 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 January 2006.

“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.

Federal National Mortgage Association or any successor.

“FDIC” Federal Deposit Insurance Corporation or any successor.

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

“GMAC” GMAC Mortgage Corporation, or an Affiliate thereof.

“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 December 29, 2005, 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 Seller 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 0.03%.

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

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

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

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

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

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

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

“Moody’s” Xxxxx’x 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 December 1, 2005, among Impac Funding Corporation, as seller, Impac Mortgage Holdings, Inc., as guarantor, and the Company 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) xxx xxxxxx xxxxxxx, xxxx, xxxxx 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 Company with $241.17. 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 $241.17, which the Company 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 Company 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 Company, the Seller, the Master Servicer or of any Sub-Servicer and delivered to the Company 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 Company, the Seller, 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 Company and the Master Servicer, (ii) does not have any direct financial interest or any material indirect financial interest in the Company or the Master Servicer or in an affiliate of either and (iii) is not connected with the Company 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, 0.35% 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, 0.55% of the Cut-off Date Balance. With respect to any Distribution Date on or after the Stepdown Date, the greater of (x) 1.10% 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 Xxxxx Fargo Bank, N.A. 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 March 29, 2002 letter between the Seller 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 December 27, 2005 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 Company for a Deleted Mortgage Loan which must, on the date of such substitution, as confirmed in an Officers’ Certificate of the Seller 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 Company, 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.

“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 Company’s interest in respect of the representations and warranties made by the Seller 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.

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

“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 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.

“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 January 2009 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 78.10% 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	14.70%
Class M-2	10.20%
Class M-3	8.70%
Class M-4	6.80%
Class M-5	5.50%
Class M-6	4.50%
Class M-7	3.50%
Class M-8	2.50%
Class B	1.10%

“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 0.375% per annum. On each fixed rate first lien Mortgage Loan, a rate equal to 0.250% per annum. On each fixed rate second lien Mortgage Loan, a rate equal to 0.500% 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” Xxxxx Fargo Bank, N.A., 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” Xxxxx Fargo Bank, N.A. acting as swap administrator under the Swap Administration Agreement.

“Swap Administration Agreement” The Swap Administration Agreement, dated December 30, 2005, 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	30.00%
Class M-1	44.50%
Class M-2	64.25%
Class M-3	75.50%
Class M-4	96.50%
Class M-5	119.25%
Class M-6	146.00%
Class M-7	187.50%
Class M-8	262.75%
Class B	597.25%

(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) 0.50% with respect to the Distribution Date occurring in January 2008, plus an additional 1/12th of 0.50% for each month thereafter up to and including the Distribution Date in December 2008, (ii) 1.00% with respect to the Distribution Date occurring in January 2009, plus an additional 1/12th of 0.50% for each month thereafter up to and including the Distribution Date in December 2009, (iii) 1.50% with respect to the Distribution Date occurring in January 2010, plus an additional 1/12th of 0.25% for each month thereafter up to and including the Distribution Date in December 2010, (iv) 1.75% with respect to the Distribution Date occurring in January 2011, plus an additional 1/12th of 0.50% for each month thereafter up to and including the Distribution Date in December 2011 and (v) 2.25%with respect to any Distribution Date occurring in January 2012 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” Xxxxx Fargo Bank, N.A., 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 X-00-X
0	X-0-X xxxxxxx X-00-X
0	X-0-X through X-00-X
0	X-0-X xxxxxxx X-00-X
0	X-0-X through I-59-A
8	I-7-A through X-00-X
0	X-0-X xxxxxxx X-00-X
00	X-0-X through I-59-A
11	I-10-A through I-59-A
12	I-11-A through I-59-A
13	I-12-A through I-59-A
14	I-13-A through I-59-A
15	I-14-A through I-59-A
16	I-15-A through I-59-A
17	I-16-A through I-59-A
18	I-17-A through I-59-A
19	I-18-A through I-59-A
20	I-19-A through I-59-A
21	I-20-A through I-59-A
22	I-21-A through I-59-A
23	I-22-A through I-59-A
24	I-23-A through I-59-A
25	I-24-A through I-59-A
26	I-25-A through I-59-A
27	I-26-A through I-59-A
28	I-27-A through I-59-A
29	I-28-A through I-59-A
30	I-29-A through I-59-A
31	I-30-A through I-59-A
32	I-31-A through I-59-A
33	I-32-A through I-59-A
34	I-33-A through I-59-A
35	I-34-A through I-59-A

36	I-35-A through I-59-A
37	I-36-A through I-59-A
38	I-37-A through I-59-A
39	I-38-A through I-59-A
40	I-39-A through I-59-A
41	I-40-A through I-59-A
42	I-41-A through I-59-A
43	I-42-A through I-59-A
44	I-43-A through I-59-A
45	I-44-A through I-59-A
46	I-45-A through I-59-A
47	I-46-A through I-59-A
48	I-47-A through I-59-A
49	I-48-A through I-59-A
50	I-49-A through I-59-A
51	I-50-A through I-59-A
52	I-51-A through I-59-A
53	I-52-A through I-59-A
54	I-53-A through I-59-A
55	I-54-A through I-59-A
56	I-55-A through I-59-A
57	I-56-A through I-59-A
58	I-57-A and I-59-A
59	I-58-A and I-59-A
60	I-59-A
thereafter	$0.00

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

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

“Uncertificated Principal Balance”: With respect to each Uncertificated REMIC Regular Interest, the principal amount of such Uncertificated REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each Uncertificated REMIC Regular Interest shall equal the amount set forth in the Preliminary Statement hereto as its initial Uncertificated Principal Balance. On each Distribution Date, the Uncertificated Principal Balance of each such Uncertificated REMIC Regular Interest shall be reduced by all distributions of principal

made on such Uncertificated REMIC Regular Interest on such Distribution Date pursuant to Section 4.04 and, if and to the extent necessary and appropriate, shall be further reduced on such Distribution Date by Realized Losses as provided in Section 4.05. The Uncertificated Principal Balance of REMIC 2 Regular Interest ZZ shall be increased by interest deferrals as provided in Section 4.04. The Uncertificated Principal Balance of each Uncertificated REMIC Regular Interest shall never be less than zero.

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

Distribution Date	REMIC 1 Regular Interest	Rate
2	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5411%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5411% and (ii) 0.00%
3	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5414%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5414% and (ii) 0.00%
4	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5417%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5417% and (ii) 0.00%
5	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5420%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5420% and (ii) 0.00%
6	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5423%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5423% and (ii) 0.00%
7	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5426%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5426% and (ii) 0.00%
8	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5430%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5430% and (ii) 0.00%
9	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5433%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5433% and (ii) 0.00%
10	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5437%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5437% and (ii) 0.00%
11	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5441%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5441% and (ii) 0.00%
12	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5444%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5444% and (ii) 0.00%
13	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5445%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5445% and (ii) 0.00%
14	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5445%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5445% and (ii) 0.00%
15	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5445%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5445% and (ii) 0.00%
16	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5445%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5445% and (ii) 0.00%
17	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5445%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5445% and (ii) 0.00%

18	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5445%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5445% and (ii) 0.00%
19	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5445%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5445% and (ii) 0.00%
20	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5445%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5445% and (ii) 0.00%
21	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5445%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5445% and (ii) 0.00%
22	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5445%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5445% and (ii) 0.00%
23	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.5583%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.5583% and (ii) 0.00%
24	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6811%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6811% and (ii) 0.00%
25	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6580%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6580% and (ii) 0.00%
26	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6608%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6608% and (ii) 0.00%
27	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6608%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6608% and (ii) 0.00%
28	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6608%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6608% and (ii) 0.00%
29	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6608%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6608% and (ii) 0.00%
30	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6608%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6608% and (ii) 0.00%
31	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6608%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6608% and (ii) 0.00%
32	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6608%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6608% and (ii) 0.00%
33	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6608%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6608% and (ii) 0.00%
34	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6608%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6608% and (ii) 0.00%

35	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6608%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6608% and (ii) 0.00%
36	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6987%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6987% and (ii) 0.00%
37	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.6881%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.6881% and (ii) 0.00%
38	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
39	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
40	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
41	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
42	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
43	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
44	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
45	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
46	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
47	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
48	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
49	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
50	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
51	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
52	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%

	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
53	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
54	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
55	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
56	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
57	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
58	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
59	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.7598%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.7598% and (ii) 0.00%
60 and thereafter	REMIC 1 Regular Interest ending with the designation “A”	2 multiplied by the Net Mortgage Rates of the Mortgage Loans, subject to a per annum rate equal to 9.8181%
	REMIC 1 Regular Interest ending with the designation “B”	The greater of (i) 2 multiplied the by Net Mortgage Rates of the Mortgage Loans minus 9.8181% and (ii) 0.00%

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

Distribution Date

REMIC 1 Regular Interest

Rate

1 and 2	I-1-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
3	I-2-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A	Uncertificated REMIC 1 Pass-Through Rate
4	I-3-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A and I-2-A	Uncertificated REMIC 1 Pass-Through Rate
5	I-4-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-3-A	Uncertificated REMIC 1 Pass-Through Rate
6	I-5-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-4-A	Uncertificated REMIC 1 Pass-Through Rate
7	I-6-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-5-A	Uncertificated REMIC 1 Pass-Through Rate
8	I-7-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-6-A	Uncertificated REMIC 1 Pass-Through Rate
9	I-8-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-7-A	Uncertificated REMIC 1 Pass-Through Rate
10	I-9-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-8-A	Uncertificated REMIC 1 Pass-Through Rate
11	I-10-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-9-A	Uncertificated REMIC 1 Pass-Through Rate
12	I-11-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-10-A	Uncertificated REMIC 1 Pass-Through Rate
13	I-12-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-11-A	Uncertificated REMIC 1 Pass-Through Rate
14	I-13-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-12-A	Uncertificated REMIC 1 Pass-Through Rate
15	I-14-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-13-A	Uncertificated REMIC 1 Pass-Through Rate
16	I-15-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-14-A	Uncertificated REMIC 1 Pass-Through Rate
17	I-16-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-15-A	Uncertificated REMIC 1 Pass-Through Rate
18	I-17-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-16-A	Uncertificated REMIC 1 Pass-Through Rate
19	I-18-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-17-A	Uncertificated REMIC 1 Pass-Through Rate
20	I-19-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-18-A	Uncertificated REMIC 1 Pass-Through Rate
21	I-20-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-19-A	Uncertificated REMIC 1 Pass-Through Rate
22	I-21-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-20-A	Uncertificated REMIC 1 Pass-Through Rate
23	I-22-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-21-A	Uncertificated REMIC 1 Pass-Through Rate
24	I-23-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-22-A	Uncertificated REMIC 1 Pass-Through Rate
25	I-24-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate

	I-1-A through I-23-A	Uncertificated REMIC 1 Pass-Through Rate
26	I-25-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-24-A	Uncertificated REMIC 1 Pass-Through Rate
27	I-26-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-25-A	Uncertificated REMIC 1 Pass-Through Rate
28	I-27-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-26-A	Uncertificated REMIC 1 Pass-Through Rate
29	I-28-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-27-A	Uncertificated REMIC 1 Pass-Through Rate
30	I-29-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-28-A	Uncertificated REMIC 1 Pass-Through Rate
31	I-30-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-29-A	Uncertificated REMIC 1 Pass-Through Rate
32	I-31-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-30-A	Uncertificated REMIC 1 Pass-Through Rate
33	I-32-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-31-A	Uncertificated REMIC 1 Pass-Through Rate
34	I-33-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-32-A	Uncertificated REMIC 1 Pass-Through Rate
35	I-34-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-33-A	Uncertificated REMIC 1 Pass-Through Rate
36	I-35-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-34-A	Uncertificated REMIC 1 Pass-Through Rate
37	I-36-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-35-A	Uncertificated REMIC 1 Pass-Through Rate
38	I-37-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-36-A	Uncertificated REMIC 1 Pass-Through Rate
39	I-38-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-37-A	Uncertificated REMIC 1 Pass-Through Rate
40	I-39-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-38-A	Uncertificated REMIC 1 Pass-Through Rate
41	I-40-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-39-A	Uncertificated REMIC 1 Pass-Through Rate
42	I-41-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-40-A	Uncertificated REMIC 1 Pass-Through Rate
43	I-42-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-41-A	Uncertificated REMIC 1 Pass-Through Rate
44	I-43-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-42-A	Uncertificated REMIC 1 Pass-Through Rate
45	I-44-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-43-A	Uncertificated REMIC 1 Pass-Through Rate
46	I-45-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-44-A	Uncertificated REMIC 1 Pass-Through Rate
47	I-46-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-45-A	Uncertificated REMIC 1 Pass-Through Rate

48	I-47-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-46-A	Uncertificated REMIC 1 Pass-Through Rate
49	I-48-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-47-A	Uncertificated REMIC 1 Pass-Through Rate
50	I-49-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-48-A	Uncertificated REMIC 1 Pass-Through Rate
51	I-50-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-49-A	Uncertificated REMIC 1 Pass-Through Rate
52	I-51-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A and I-50-A	Uncertificated REMIC 1 Pass-Through Rate
53	I-52-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A and I-51-A	Uncertificated REMIC 1 Pass-Through Rate
54	I-53-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A and I-52-A	Uncertificated REMIC 1 Pass-Through Rate
55	I-54-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A and I-53-A	Uncertificated REMIC 1 Pass-Through Rate
56	I-55-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A and I-54-A	Uncertificated REMIC 1 Pass-Through Rate
57	I-56-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A and I-55-A	Uncertificated REMIC 1 Pass-Through Rate
58	I-57-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A and I-56-A	Uncertificated REMIC 1 Pass-Through Rate
59	I-58-A through I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A and I-57-A	Uncertificated REMIC 1 Pass-Through Rate
60	I-59-A	2 multiplied by Swap LIBOR, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate
	I-1-A through I-58-A	Uncertificated REMIC 1 Pass-Through Rate
thereafter	I-1-A through I-59-A	Uncertificated REMIC 1 Pass-Through Rate

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

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

“United States Person” A citizen or resident of the United States, a corporation or a partnership (including an entity treated as a corporation or partnership for United States federal income tax purposes) created or organized in, or under the laws of, the United States or any State thereof or the District of Columbia (except, in the case of a partnership, to the extent provided in regulations) provided that, for purposes solely of the restrictions on the transfer of Class R Certificates, no partnership or other entity treated as a partnership for United States federal income tax purposes shall be treated as a United States Person unless all persons that own an interest in such partnership either directly or through any entity that is not a corporation for United States federal income tax purposes are required by the applicable operative agreement to be United States Persons or an estate whose income is subject to United States federal income tax

regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more such United States Persons have the authority to control all substantial decisions of the trust. To the extent prescribed in regulations by the Secretary of the Treasury, which have not yet been issued, a trust which was in existence on August 20, 1996 (other than a trust treated as owned by the grantor under subpart E of part I of subchapter J of chapter 1 of the Code), and which was treated as a United States person on August 20, 1996 may elect to continue to be treated as a United States person notwithstanding the previous sentence.

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

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

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

Section 1.02.

Determination of LIBOR.

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

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

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

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

Section 1.03.

Allocation of Certain Interest Shortfalls.

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

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

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.

Conveyance of Mortgage Loans.

The Company, 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 Company 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 Company 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 Company has caused the Seller 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, “Xxxxx Fargo Bank, N.A., as trustee under the Pooling and Servicing Agreement relating to Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2005-2” 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 Seller or the public recording office in which such Mortgage has been recorded to be a true and complete copy of the original Mortgage submitted for recording;

(iii) unless the Mortgage Loan is registered on the MERS® System, a duly executed original Assignment of the Mortgage, without recourse in blank or to, in recordable form to Xxxxx Fargo Bank, N.A., as trustee,” or to “Xxxxx Fargo Bank, N.A., as trustee for holders of Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2005-2”

(iv) the original recorded Assignment or Assignments of the Mortgage showing an unbroken chain of assignment from the originator thereof to the Person assigning it in blank or to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of a MIN) or, if any such Assignment has not been returned from the applicable public recording office, a copy of such Assignment certified by the Seller 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 Seller 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 Seller, 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 Seller 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 Seller, or in the event such original cannot be delivered by the Seller, 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 Seller 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 Seller 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 Seller 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 Seller 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 Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller 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 Seller 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 Seller 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 Seller shall cause such Assignment to be recorded in accordance with this section.

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

In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Seller further agrees that it will cause, at the Seller’s own expense, as of the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller 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 Company 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 Company, 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 Company 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 Company 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 Company to the Trustee to secure a debt or other obligation of the Company. However, in the event that the Mortgage Loans are held to be property of the

Company, 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 Company to the Trustee of a security interest in all of the Company’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 Company to the Trustee of any security interest in any and all of the Seller’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 Company 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 Company 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 Company, 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 Company, 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 Seller, the Master Servicer, the Certificate Insurer, the Trustee and the Company. The Trustee shall promptly notify the Seller of such defect and request that the Seller cure any such defect within 60 days from the date on which the Seller was notified of such defect, and if the Seller does not cure such defect in all material respects during such period, request on behalf of the Certificateholders that the Seller purchase such Mortgage Loan from the Trust Fund at the Purchase Price within 90 days after the date on which the Seller 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 Seller 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 Seller the related Mortgage File and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as the Seller shall require as necessary to vest in the Seller 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 Seller is not a member of MERS and the Mortgage is registered on the MERS® System, the Master Servicer, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS® System in accordance with MERS’ rules and regulations.

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

(a) The Master Servicer hereby represents and warrants to and covenants with the Company 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 Xxxxxx Xxx and Xxxxxxx 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 Company 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 Company, any affiliate of the Company or the Trustee by the Master Servicer in its capacity as Master Servicer, and not in its capacity as a Seller 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 Company, the Trustee, the Certificate Insurer and the Certificateholders. Upon discovery by the Company, 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 Company 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 Company, 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 Company 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 Seller 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 Company, 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 Seller.

The Company 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 Company, 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 Seller of such breach and request that the Seller shall, within 90 days from the date that the Seller 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 Company the Seller 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 Seller 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 Seller 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 Seller 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 Seller shall be entitled to retain all amounts received in respect of such Deleted Mortgage Loan. The Company 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 Company 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 Seller 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 Company 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 Seller 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 Seller 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 Seller.

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 Seller 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 Company executed by an officer of the Company, has executed, authenticated and delivered to or upon the order of the Company, the Certificates in authorized denominations. The interests evidenced by the Certificates, constitute the entire beneficial ownership interest in the Trust Fund.

(b) The Company, 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 Company 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 Company, 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 Company 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 Company executed by an officer of the Company, the Trustee has executed, authenticated and delivered to or upon the order of the Company, 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 Company executed by an officer of the Company, has executed, authenticated and delivered to or upon the order of the Company, 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].

ARTICLE III

ADMINISTRATION AND SERVICING

OF THE TRUST FUND

Section 3.01.

Master Servicer to Act as Master Servicer.

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

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

own name, may pursue claims on behalf of the Trust Fund. Without limiting the generality of the foregoing, the Master Servicer and any Sub-Servicer acting on its behalf may, and is hereby authorized, and empowered by the Trustee to, execute and deliver, on behalf of itself, the Certificateholders or the Trustee or any of them, any instruments of satisfaction, cancellation, partial or full release, discharge and all other comparable instruments, with respect to the related Mortgage Loans, the Insurance Policies and the accounts related thereto, and the Mortgaged Properties. The Master Servicer may exercise this power in its own name or in the name of a Sub-Servicer.

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

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

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

Notwithstanding anything in this Agreement to the contrary, the Master Servicer shall not (unless the Mortgagor is in default with respect to the Mortgage Loan or such default is, in the judgment of the Master Servicer, reasonably foreseeable) make or permit any modification, waiver or amendment of any term of any Mortgage Loan that would both (i) effect an exchange

or reissuance of such Mortgage Loan under Section 1001 of the Code (or Treasury regulations promulgated thereunder) and (ii) cause any of REMIC 1, REMIC 2 or REMIC 3 to fail to qualify as a REMIC under the Code or the imposition of any tax on “prohibited transactions” or “contributions” after the startup date under the REMIC Provisions.

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

Section 3.02.

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

(a) The Master Servicer may enter into Sub-Servicing Agreements with Sub-Servicers for the servicing and administration of the Mortgage Loans and for the performance of any and all other activities of the Master Servicer hereunder; provided, however, that such agreements would not result in a withdrawal or a downgrading by Standard & Poor’s of its rating on any Class of Certificates. Each Sub-Servicer shall be either (i) an institution the accounts of which are insured by the FDIC or (ii) another entity that engages in the business of originating or servicing mortgage loans comparable to the Mortgage Loans, and in either case shall be authorized to transact business in the state or states in which the related Mortgaged Properties it is to service are situated, if and to the extent required by applicable law to enable the Sub-Servicer to perform its obligations hereunder and under the Sub-Servicing Agreement, and in either case shall be a Xxxxxxx Mac or Xxxxxx 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 Countrywide.

The Master Servicer has entered into a Sub-Servicing Agreement with Countrywide 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 GMAC and shall transfer the subservicing of substantially all of the Mortgage Loans from Countrywide to GMAC on or about March 1, 2006. 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

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IMPAC SECURED ASSETS CORP., Company, IMPAC FUNDING CORPORATION Master Servicer, and WELLS FARGO BANK, N.A. Trustee POOLING AND SERVICING AGREEMENT DATED AS OF DECEMBER 1, 2005 MORTGAGE PASS-THROUGH CERTIFICATES SERIES 2005-2