IMPAC SECURED ASSETS CORP., Depositor, IMPAC FUNDING CORPORATION Master Servicer, and DEUTSCHE BANK NATIONAL TRUST COMPANY Trustee POOLING AND SERVICING AGREEMENT Dated as of April 1, 2007 Mortgage Pass-Through Certificates Series 2007-3

Exhibit 4.1

IMPAC SECURED ASSETS CORP.,

Depositor,

IMPAC FUNDING CORPORATION

Master Servicer,

and

DEUTSCHE BANK NATIONAL TRUST COMPANY

Trustee

POOLING AND SERVICING AGREEMENT

Dated as of April 1, 2007

________________________

Mortgage Pass-Through Certificates

Series 2007-3

TABLE OF CONTENTS

		Page
ARTICLE I	DEFINITIONS	8
Section 1.01.	Defined Terms.	8
Accrual Period		8
Addition Notice		8
Adjustment Date		8
Advance		8
Affected Party		8
Affiliate		8
Aggregate Stated Principal Balance		8
Agreement		9
Allocated Realized Loss Amount		9
Assessment of Compliance		9
Assignment		9
Attestation Report		9
Available Distribution Amount		9
Balloon Loan		9
Balloon Payment		9
Bankruptcy Code		9
Basic Principal Distribution Amount		9
Book-Entry Certificate		10
Business Day		10
Cap Contract I		10
Cap Contract II		10
Cap Contracts		10
Cap Counterparty		10
Cash Liquidation		10
Certificate		10
Certificate Account		10
Certificate Account Deposit Date		10
Certificate Guaranty Insurance Policy		10
Certificate Insurer		10
Certificate Margin		11
Certificate Owner		11
Certificate Principal Balance		11
Certificate Register		11
Certificateholder or Holder		11
Class		12
Class A Certificates		12
Class A1-A Certificate		12
Class A1-B Certificate		12
Class A1-C Certificate		12
Class AM Certificate		12
Class A Principal Distribution Amount		12

Class B Certificate	13
Class C Certificates	13
Class C Distribution Amount	13
Class IO Interest	13
Class IO Distribution Amount	13
Class M Certificates	13
Class M Interest Reserve Fund	13
Class M Interest Reserve Fund Amount	13
Class M-1 Certificate	13
Class M-2 Certificate	14
Class M-3 Certificate	14
Class M-4 Certificate	14
Class M-4 Interest Reserve Fund Amount	14
Class M-5 Certificate	14
Class M-5 Interest Reserve Fund Amount	14
Class M-6 Certificate	14
Class M-6 Interest Reserve Fund Amount	14
Class M-7 Certificate	15
Class M-7 Interest Reserve Fund Amount	15
Class M-8 Certificate	15
Class P Certificate	15
Class R Certificate	15
Class R-1 Interest	15
Class R-2 Interest	15
Class R-3 Interest	15
Closing Date	15
Code	15
Collateral Account	15
Collateral Value	15
Commission	15
Compensating Interest	16
Corporate Trust Office	16
Corresponding Certificate	16
Countrywide	16
Credit Enhancement Percentage	16
Credit Support Annex One	16
Credit Support Annex Two	16
Current Report	16
Curtailment	16
Custodial Account	17
Custodian	17
Cut-off Date	17
Cut-off Date Balance	17
Defaulted Mortgage Loan	17
Defaulting Party	17
Deficiency Amount	17

Deficient Valuation	17
Definitive Certificate	17
Deleted Mortgage Loan	17
Delinquent	17
Depositor Impac Secured Assets Corp., or its successor in interest.	18
Depository	18
Depository Participant	18
Derivative Account	18
Derivative Contract	18
Derivative Termination Payment	18
Determination Date	18
Disqualified Organization	18
Distribution Date	19
Distribution Report	19
Due Date	19
Due Period	19
Eligible Account	19
Estimated Swap Termination Payment	20
Event of Default	20
Excess Proceeds	20
Exchange Act	20
Extra Principal Distribution Amount	20
Xxxxxx Xxx	20
FDIC	20
Final Scheduled Distribution Date	20
Xxxxxxx Mac	20
Gross Margin	20
Index	20
Initial Certificate Principal Balance	20
Initial Interest Coverage Deposit	20
Initial Mortgage Loans	20
Initial Notional Amount	20
Insurance Account	21
Insurance Agreement	21
Insurance Policy	21
Insurance Proceeds	21
Insured Amounts	21
Insurer Default	21
Interest Coverage Account	21
Interest Coverage Distribution Amount	21
Interest Rate Swap Agreement	21
Interest Remittance Amount	22
Late Collections	22
LIBOR	22
LIBOR Business Day	22
LIBOR Rate Adjustment Date	22

iii

Liquidated Mortgage Loan	22
Liquidation Proceeds	22
Loan-to-Value Ratio	22
Lost Note Affidavit	22
Majority Class C Certificateholder	22
Marker Rate	23
Master Servicer	23
Master Servicer Prepayment Charge Payment Amount	23
Master Servicing Fees	23
Master Servicing Fee Rate	23
Maximum Uncertificated Accrued Interest Deferral Amount	23
MERS	24
MERS® System	24
MIN	24
MOM Loan	24
Monthly Interest Distributable Amount	24
Monthly Payment	24
Xxxxx'x	25
Mortgage	25
Mortgage File	25
Mortgage Loan	25
Mortgage Loan Purchase Agreement	25
Mortgage Loan Schedule	25
Mortgage Note	26
Mortgage Rate	26
Mortgaged Property	26
Mortgagor	26
Net Liquidation Proceeds	26
Net Monthly Excess Cashflow	27
Net Mortgage Rate	27
Net Prepayment Interest Shortfall	27
Net Swap Payment	27
Net WAC Rate	27
Net WAC Shortfall Amount	28
Net WAC Shortfall Reserve Fund	28
Net WAC Shortfall Reserve Fund Deposit	28
Nonrecoverable Advance	28
Non-United States Person	28
Notional Balance	28
Officers’ Certificate	28
One Month LIBOR	29
Opinion of Counsel	29
Optional Termination Date	29
Original Pre-Funded Amount	29
OTS	29
Outstanding Mortgage Loan	29

Overcollateralization Deficiency Xxxxxx	00
Xxxxxxxxxxxxxxxxxxxxx Xxxxx	29
Overcollateralization Release Amount	29
Overcollateralization Target Amount	29
Overcollateralized Amount	30
Ownership Interest	30
Pass-Through Rate	30
Percentage Interest	30
Permitted Investment	30
Permitted Transferee	32
Person	32
PMI Insurer	32
PMI Insurer Fee Rate	32
PMI Insurer Policy	32
PMI Mortgage Loan	32
Policy Premium	32
Policy Premium Rate	32
Pre-Funded Amount	32
Pre-Funding Account	32
Pre-Funding Period	32
Preference Amount	33
Prepayment Assumption	33
Prepayment Charge	33
Prepayment Interest Excess	33
Prepayment Interest Shortfall	33
Prepayment Period	33
Primary Hazard Insurance Policy	33
Primary Insurance Policy	33
Principal Distribution Amount	33
Principal Prepayment	33
Principal Prepayment in Full	33
Principal Remittance Amount	34
Prospectus Supplement	34
Purchase Price	34
Qualified Insurer	34
Qualified Substitute Mortgage Loan	34
Rating Agency	35
Realized Loss	35
Record Date	35
Regular Certificate	35
Regulation AB	36
Relief Act	36
Relief Act Interest Shortfall	36
REMIC	36
REMIC 1	36
REMIC 1 Regular Interest	36

REMIC 2	37
REMIC 2 Interest Loss Allocation Amount	37
REMIC 2 Overcollateralized Amount	37
REMIC 2 Overcollateralization Target Amount	37
REMIC 2 Principal Loss Allocation Amount	37
REMIC 2 Regular Interest	37
REMIC 3	37
REMIC 3 Regular Interest	38
REMIC Provisions	38
REMIC Regular Interest	38
Remittance Report	38
REO Acquisition	38
REO Disposition	38
REO Imputed Interest	38
REO Proceeds	38
REO Property	38
Request for Release	38
Residual Certificate	38
Residual Interest	38
Responsible Officer	39
Schedule	39
Servicing Account	39
Servicing Advances	39
Servicing Criteria	39
Servicing Guide	39
Servicing Officer	39
Single Certificate	39
Sponsor	39
Standard & Poor’s	40
Startup Day	40
Stated Principal Balance	40
Step-Up Date	40
Stepdown Date	40
Stepdown Target Subordination Percentage	40
Subordinate Certificates	41
Subordinate Class Principal Distribution Amount	41
Subsequent Cut-off Date	41
Subsequent Recoveries	41
Subsequent Transfer Date	42
Subsequent Transfer Instrument	42
Sub-Servicer	42
Sub-Servicer Remittance Date	42
Sub-Servicing Account	42
Sub-Servicing Agreement	42
Sub-Servicing Fees	42
Sub-Servicing Fee Rate	42

Substitution Adjustment		42
Supplemental Interest Trust		42
Supplemental Interest Trust Trustee		43
Swap LIBOR		43
Swap Optional Termination Payment		43
Swap Provider		43
Swap Provider Trigger Event		43
Swap Termination Payment		43
Tax Matters Person		43
Tax Returns		43
Transfer		43
Transferor		44
Trigger Event		44
Trust Fund		44
Trustee		44
Trustee Fee Rate		44
Uncertificated Accrued Interest		45
Uncertificated Notional Balance		45
Uncertificated Pass-Through Rate		46
Uncertificated Principal Balance		46
Uncertificated REMIC 1 Pass-Through Rate		46
Uncertificated REMIC 2 Pass-Through Rate		00
Xxxxxxxxx Xxxxx		00
Xxxxxx Xxxxxx Person		50
Unpaid Interest Shortfall Amount		51
Voting Rights		51
Weighted Average Net Mortgage Rate		51
Section 1.02.	Determination of LIBOR.	51
Section 1.03.	Allocation of Certain Interest Shortfalls.	52

ARTICLE II	CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES	54
Section 2.01.	Conveyance of Mortgage Loans.	54
Section 2.02.	Acceptance of the Trust Fund by the Trustee.	58
Section 2.03.	Representations, Warranties and Covenants of the Master Servicer and the Depositor.	59
Section 2.04.	Representations and Warranties of the Sponsor.	61
Section 2.05.	Issuance of Certificates; Conveyance of REMIC Regular Interests and Acceptance of REMIC 2 and REMIC 3 by the Trustee.	63
Section 2.06.	Purposes and Powers of the Trust.	64
Section 2.07.	Conveyance of Subsequent Mortgage Loans.	65

ARTICLE III	ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS	69
Section 3.01.	Master Servicer to Act as Master Servicer.	69
Section 3.02.	Sub-Servicing Agreements Between Master Servicer and Sub-Servicers.	71
Section 3.03.	Successor Sub-Servicers.	72

vii

Section 3.04.	Liability of the Master Servicer.	72
Section 3.05.	No Contractual Relationship Between Sub-Servicers and Trustee or Certificateholders.	72
Section 3.06.	Assumption or Termination of Sub-Servicing Agreements by Trustee.	73
Section 3.07.	Collection of Certain Mortgage Loan Payments.	73
Section 3.08.	Sub-Servicing Accounts.	74
Section 3.09.	Collection of Taxes, Assessments and Similar Items; Servicing Accounts.	75
Section 3.10.	Custodial Account.	75
Section 3.11.	Permitted Withdrawals From the Custodial Account.	76
Section 3.12.	Permitted Investments.	77
Section 3.13.	Maintenance of Primary Hazard Insurance.	78
Section 3.14.	Enforcement of Due-on-Sale Clauses; Assumption Agreements.	80
Section 3.15.	Realization Upon Defaulted Mortgage Loans.	81
Section 3.16.	Trustee to Cooperate; Release of Mortgage Files.	82
Section 3.17.	Servicing Compensation.	83
Section 3.18.	Maintenance of Certain Servicing Policies.	84
Section 3.19.	Annual Statement as to Compliance.	84
Section 3.20.	Assessments of Compliance and Attestation Reports.	85
Section 3.21.	Access to Certain Documentation.	87
Section 3.22.	Title, Conservation and Disposition of REO Property.	87
Section 3.23.	Additional Obligations of the Master Servicer.	89
Section 3.24.	Additional Obligations of the Depositor.	89
Section 3.25.	Exchange Act Reporting.	90
Section 3.26.	Intention of the Parties and Interpretation.	93
Section 3.27.	Optional Purchase of Certain Mortgage Loans.	93

ARTICLE IV	PAYMENTS TO CERTIFICATEHOLDERS	95
Section 4.01.	Distributions.	95
Section 4.02.	Statements to Certificateholders.	101
Section 4.03.	Remittance Reports; Advances by the Master Servicer.	104
Section 4.04.	Distributions on the REMIC Regular Interests.	106
Section 4.05.	Allocation of Realized Losses.	108
Section 4.06.	Information Reports to Be Filed by the Master Servicer.	110
Section 4.07.	Compliance with Withholding Requirements.	111
Section 4.08.	Net WAC Shortfall Reserve Fund.	111
Section 4.09.	Supplemental Interest Trust.	112
Section 4.10.	Tax Treatment of Class IO Distribution Amounts in the Event of Resecuritization of Class A, Class M or Class B Certificates.	115
Section 4.11.	Collateral Account.	115
Section 4.12.	The Certificate Guaranty Insurance Policy.	117
Section 4.13.	Class M Interest Reserve Fund.	119
Section 4.14.	Pre-Funding Account.	120
Section 4.15.	Interest Coverage Account.	121

ARTICLE V	THE CERTIFICATES	123

viii

Section 5.01.	The Certificates.	123
Section 5.02.	Registration of Transfer and Exchange of Certificates.	124
Section 5.03.	Mutilated, Destroyed, Lost or Stolen Certificates.	130
Section 5.04.	Persons Deemed Owners.	130
Section 5.05.	Rule 144A Information.	131

ARTICLE VI	THE DEPOSITOR AND THE MASTER SERVICER	132
Section 6.01.	Liability of the Depositor and the Master Servicer.	132
Section 6.02.	Merger, Consolidation or Conversion of the Depositor or the Master Servicer.	132
Section 6.03.	Limitation on Liability of the Depositor, the Master Servicer and Others.	132
Section 6.04.	Limitation on Resignation of the Master Servicer.	133
Section 6.05.	Sale and Assignment of Master Servicing.	133

ARTICLE VII	DEFAULT	135
Section 7.01.	Events of Default.	135
Section 7.02.	Trustee to Act; Appointment of Successor.	137
Section 7.03.	Notification to Certificateholders.	138
Section 7.04.	Waiver of Events of Default.	138
Section 7.05.	List of Certificateholders.	139

ARTICLE VIII	CONCERNING THE TRUSTEE	140
Section 8.01.	Duties of Trustee.	140
Section 8.02.	Certain Matters Affecting the Trustee.	141
Section 8.03.	Trustee Not Liable for Certificates or Mortgage Loans.	143
Section 8.04.	Trustee May Own Certificates.	143
Section 8.05.	Trustee’s Fees.	143
Section 8.06.	Eligibility Requirements for Trustee.	144
Section 8.07.	Resignation and Removal of the Trustee.	144
Section 8.08.	Successor Trustee.	145
Section 8.09.	Merger or Consolidation of Trustee.	145
Section 8.10.	Appointment of Co-Trustee or Separate Trustee.	145

ARTICLE IX	TERMINATION	147
Section 9.01.	Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates.	147
Section 9.02.	Termination of REMIC 3 and Retirement of Class R Certificates.	150
Section 9.03.	Additional Termination Requirements.	151

ARTICLE X	REMIC PROVISIONS	152
Section 10.01.	REMIC Administration.	152
Section 10.02.	Prohibited Transactions and Activities.	154
Section 10.03.	Master Servicer and Trustee Indemnification.	155

ARTICLE XI	MISCELLANEOUS PROVISIONS	156
Section 11.01.	Amendment.	156

Section 11.02.	Recordation of Agreement; Counterparts.	157
Section 11.03.	Limitation on Rights of Certificateholders.	158
Section 11.04.	Governing Law.	158
Section 11.05.	Notices.	158
Section 11.06.	Severability of Provisions.	159
Section 11.07.	Successors and Assigns.	159
Section 11.08.	Article and Section Headings.	159
Section 11.09.	Notice to Rating Agencies.	159
Section 11.10.	Rights of the Certificate Insurer.	160
Section 11.11.	Control by the Certificate Insurer.	160
Section 11.12.	Third Party Rights.	161

Signatures
Acknowledgments

Exhibit A

Form of Class A Certificate

Exhibit B-1

Form of Class M Certificate

Exhibit B-2

Form of Class B Certificate

Exhibit B-3

Form of Class C Certificate

Exhibit B-4

Form of Class P Certificate

Exhibit B-5

Form of Class R Certificate

Exhibit C

Form of Trustee Initial Certification

Exhibit D

Form of Trustee Final Certification

Exhibit E

Form of Remittance Report

Exhibit F-1

Request for Release

Exhibit F-2

Request for Release for Mortgage Loans Paid in Full

Exhibit G-1

Form of Investor Representation Letter

Exhibit G-2

Form of Transferor Representation Letter

Exhibit G-3

Form of Rule 144A Investment Representation

Exhibit G-4

Transferor Certificate for Transfers of Residual Certificates

Exhibit G-5

Transfer Affidavit and Agreement for Transfers of Residual Certificates

Exhibit H

Mortgage Loan Schedule

Exhibit I

Sponsor Representations and Warranties

Exhibit J

Form for Information Under Section 3.24

Exhibit K

Impac Funding Corporation Servicing Guide

Exhibit L-1

Form 10-K Certification

Exhibit L-2

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

Exhibit L-3

Form 10-K Back-up Certification (Trustee)

Exhibit L-4

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

Exhibit M

Form of Interest Rate Swap Agreement and Cap Contracts

Exhibit N

Servicing Criteria to be Addressed in Assessment of Compliance

Exhibit O

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

Exhibit P

[reserved]

Exhibit Q

Form of Countrywide Servicing Agreement

Exhibit R

Form of Item 1115 Agreement

Exhibit S

Form of Subsequent Transfer Instrument

Exhibit T

Form of Addition Notice

This Pooling and Servicing Agreement, dated and effective as of April 1, 2007, is entered into among Impac Secured Assets Corp., as depositor (the “Depositor”), Impac Funding Corporation, as master servicer (the “Master Servicer”), and Deutsche Bank National Trust Company, as trustee (the “Trustee”).

PRELIMINARY STATEMENT:

The Depositor intends to sell pass-through certificates (collectively, the “Certificates”), to be issued hereunder in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund created hereunder. The Certificates will consist of sixteen classes of certificates, designated as (i) the Class A1-A Certificates, (ii) the Class A1-B Certificates, (iii) the Class A1-C Certificates, (iv) the Class AM Certificates, (v) the Class M-1 Certificates, (vi) the Class M-2 Certificates, (vii) the Class M-3 Certificates, (viii) the Class M-4 Certificates, (ix) the Class M-5 Certificates, (x) the Class M-6 Certificates, (xi) the Class M-7 Certificates, (xii) the Class M-8 Certificates, (xiii) the Class B Certificates, (xiv) the Class C Certificates, (xv) the Class P Certificates and (xvi) the Class R Certificates.

REMIC 1

As provided herein, the Trustee will elect to treat the segregated pool of assets consisting of the Mortgage Loans and certain other related assets (other than the Net WAC Shortfall Reserve Fund, any Master Servicer Prepayment Charge Payment Amounts, the Pre-Funding Account, the Interest Coverage Account, the Class M Interest Reserve Fund and, for the avoidance of doubt, the Supplemental Interest Trust, the Derivative Account, the Cap Contracts, the Collateral Account and the Interest Rate Swap Agreement) subject to this Agreement as 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 be the sole class of Residual Interests in REMIC 1 for purposes of the REMIC Provisions (as defined herein). The following table irrevocably sets forth the designation, the Uncertificated REMIC 1 Pass-Through Rate, the initial Uncertificated Principal Balance and, 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 (as defined herein). None of the REMIC 1 Regular Interests will be certificated.

Designation	Uncertificated REMIC 1 Pass-Through Rate	Initial Uncertificated Principal Balance	Latest Possible Maturity Date (1)
1-1-A	Variable(2)	$ 1,291,504.09	September 25, 2037
1-1-B	Variable(2)	$ 1,291,504.09	September 25, 2037
1-2-A	Variable(2)	$ 2,392,637.16	September 25, 2037
1-2-B	Variable(2)	$ 2,392,637.16	September 25, 2037
1-3-A	Variable(2)	$ 3,515,987.98	September 25, 2037
1-3-B	Variable(2)	$ 3,515,987.98	September 25, 2037
1-4-A	Variable(2)	$ 4,652,077.16	September 25, 2037
1-4-B	Variable(2)	$ 4,652,077.16	September 25, 2037
1-5-A	Variable(2)	$ 5,790,398.31	September 25, 2037
1-5-B	Variable(2)	$ 5,790,398.31	September 25, 2037
1-6-A	Variable(2)	$ 6,916,224.67	September 25, 2037

Designation	Uncertificated REMIC 1 Pass-Through Rate	Initial Uncertificated Principal Balance	Latest Possible Maturity Date (1)
1-6-B	Variable(2)	$ 6,916,224.67	September 25, 2037
1-7-A	Variable(2)	$ 8,020,326.33	September 25, 2037
1-7-B	Variable(2)	$ 8,020,326.33	September 25, 2037
1-8-A	Variable(2)	$ 9,083,173.44	September 25, 2037
1-8-B	Variable(2)	$ 9,083,173.44	September 25, 2037
1-9-A	Variable(2)	$ 10,058,672.05	September 25, 2037
1-9-B	Variable(2)	$ 10,058,672.05	September 25, 2037
1-10-A	Variable(2)	$ 10,765,542.83	September 25, 2037
1-10-B	Variable(2)	$ 10,765,542.83	September 25, 2037
1-11-A	Variable(2)	$ 11,463,933.03	September 25, 2037
1-11-B	Variable(2)	$ 11,463,933.03	September 25, 2037
1-12-A	Variable(2)	$ 11,644,488.25	September 25, 2037
1-12-B	Variable(2)	$ 11,644,488.25	September 25, 2037
1-13-A	Variable(2)	$ 11,067,336.89	September 25, 2037
1-13-B	Variable(2)	$ 11,067,336.89	September 25, 2037
1-14-A	Variable(2)	$ 10,518,483.57	September 25, 2037
1-14-B	Variable(2)	$ 10,518,483.57	September 25, 2037
1-15-A	Variable(2)	$ 9,996,426.10	September 25, 2037
1-15-B	Variable(2)	$ 9,996,426.10	September 25, 2037
1-16-A	Variable(2)	$ 9,499,998.27	September 25, 2037
1-16-B	Variable(2)	$ 9,499,998.27	September 25, 2037
1-17-A	Variable(2)	$ 9,027,876.59	September 25, 2037
1-17-B	Variable(2)	$ 9,027,876.59	September 25, 2037
1-18-A	Variable(2)	$ 8,578,837.10	September 25, 2037
1-18-B	Variable(2)	$ 8,578,837.10	September 25, 2037
1-19-A	Variable(2)	$ 8,151,847.46	September 25, 2037
1-19-B	Variable(2)	$ 8,151,847.46	September 25, 2037
1-20-A	Variable(2)	$ 7,798,892.21	September 25, 2037
1-20-B	Variable(2)	$ 7,798,892.21	September 25, 2037
1-21-A	Variable(2)	$ 7,396,029.40	September 25, 2037
1-21-B	Variable(2)	$ 7,396,029.40	September 25, 2037
1-22-A	Variable(2)	$ 7,016,763.42	September 25, 2037
1-22-B	Variable(2)	$ 7,016,763.42	September 25, 2037
1-23-A	Variable(2)	$ 6,425,008.72	September 25, 2037
1-23-B	Variable(2)	$ 6,425,008.72	September 25, 2037
1-24-A	Variable(2)	$ 3,611,587.50	September 25, 2037
1-24-B	Variable(2)	$ 3,611,587.50	September 25, 2037
1-25-A	Variable(2)	$ 3,502,440.00	September 25, 2037
1-25-B	Variable(2)	$ 3,502,440.00	September 25, 2037
1-26-A	Variable(2)	$ 3,396,127.50	September 25, 2037
1-26-B	Variable(2)	$ 3,396,127.50	September 25, 2037
1-27-A	Variable(2)	$ 3,293,460.00	September 25, 2037
1-27-B	Variable(2)	$ 3,293,460.00	September 25, 2037

Designation	Uncertificated REMIC 1 Pass-Through Rate		Latest Possible Maturity Date (1)
1-28-A	Variable(2)	$ 3,193,627.50	September 25, 2037
1-28-B	Variable(2)	$ 3,193,627.50	September 25, 2037
1-29-A	Variable(2)	$ 3,096,832.50	September 25, 2037
1-29-B	Variable(2)	$ 3,096,832.50	September 25, 2037
1-30-A	Variable(2)	$ 3,003,075.00	September 25, 2037
1-30-B	Variable(2)	$ 3,003,075.00	September 25, 2037
1-31-A	Variable(2)	$ 2,911,950.00	September 25, 2037
1-31-B	Variable(2)	$ 2,911,950.00	September 25, 2037
1-32-A	Variable(2)	$ 2,823,862.50	September 25, 2037
1-32-B	Variable(2)	$ 2,823,862.50	September 25, 2037
1-33-A	Variable(2)	$ 2,738,205.00	September 25, 2037
1-33-B	Variable(2)	$ 2,738,205.00	September 25, 2037
1-34-A	Variable(2)	$ 2,654,977.50	September 25, 2037
1-34-B	Variable(2)	$ 2,654,977.50	September 25, 2037
1-35-A	Variable(2)	$ 2,574,585.00	September 25, 2037
1-35-B	Variable(2)	$ 2,574,585.00	September 25, 2037
1-36-A	Variable(2)	$ 20,079,787.50	September 25, 2037
1-36-B	Variable(2)	$ 20,079,787.50	September 25, 2037
1-37-A	Variable(2)	$ 1,882,755.00	September 25, 2037
1-37-B	Variable(2)	$ 1,882,755.00	September 25, 2037
1-38-A	Variable(2)	$ 1,825,582.50	September 25, 2037
1-38-B	Variable(2)	$ 1,825,582.50	September 25, 2037
1-39-A	Variable(2)	$ 1,770,300.00	September 25, 2037
1-39-B	Variable(2)	$ 1,770,300.00	September 25, 2037
1-40-A	Variable(2)	$ 1,716,435.00	September 25, 2037
1-40-B	Variable(2)	$ 1,716,435.00	September 25, 2037
1-41-A	Variable(2)	$ 1,664,460.00	September 25, 2037
1-41-B	Variable(2)	$ 1,664,460.00	September 25, 2037
1-42-A	Variable(2)	$ 1,613,745.00	September 25, 2037
1-42-B	Variable(2)	$ 1,613,745.00	September 25, 2037
1-43-A	Variable(2)	$ 1,564,762.50	September 25, 2037
1-43-B	Variable(2)	$ 1,564,762.50	September 25, 2037
1-44-A	Variable(2)	$ 1,517,355.00	September 25, 2037
1-44-B	Variable(2)	$ 1,517,355.00	September 25, 2037
1-45-A	Variable(2)	$ 1,471,050.00	September 25, 2037
1-45-B	Variable(2)	$ 1,471,050.00	September 25, 2037
1-46-A	Variable(2)	$ 1,426,477.50	September 25, 2037
1-46-B	Variable(2)	$ 1,426,477.50	September 25, 2037
1-47-A	Variable(2)	$ 1,383,007.50	September 25, 2037
1-47-B	Variable(2)	$ 1,383,007.50	September 25, 2037
1-48-A	Variable(2)	$ 1,341,112.50	September 25, 2037
1-48-B	Variable(2)	$ 1,341,112.50	September 25, 2037
1-49-A	Variable(2)	$ 1,300,162.50	September 25, 2037

Designation	Uncertificated REMIC 1 Pass-Through Rate	Initial Uncertificated Principal Balance	Latest Possible Maturity Date (1)
1-49-B	Variable(2)	$ 1,300,162.50	September 25, 2037
1-50-A	Variable(2)	$ 1,260,630.00	September 25, 2037
1-50-B	Variable(2)	$ 1,260,630.00	September 25, 2037
1-51-A	Variable(2)	$ 1,222,357.50	September 25, 2037
1-51-B	Variable(2)	$ 1,222,357.50	September 25, 2037
1-52-A	Variable(2)	$ 1,185,030.00	September 25, 2037
1-52-B	Variable(2)	$ 1,185,030.00	September 25, 2037
1-53-A	Variable(2)	$ 1,148,962.50	September 25, 2037
1-53-B	Variable(2)	$ 1,148,962.50	September 25, 2037
1-54-A	Variable(2)	$ 1,113,997.50	September 25, 2037
1-54-B	Variable(2)	$ 1,113,997.50	September 25, 2037
1-55-A	Variable(2)	$ 1,080,135.00	September 25, 2037
1-55-B	Variable(2)	$ 1,080,135.00	September 25, 2037
1-56-A	Variable(2)	$ 1,047,217.50	September 25, 2037
1-56-B	Variable(2)	$ 1,047,217.50	September 25, 2037
1-57-A	Variable(2)	$ 1,015,245.00	September 25, 2037
1-57-B	Variable(2)	$ 1,015,245.00	September 25, 2037
1-58-A	Variable(2)	$ 984,375.00	September 25, 2037
1-58-B	Variable(2)	$ 984,375.00	September 25, 2037
1-59-A	Variable(2)	$ 954,292.50	September 25, 2037
1-59-B	Variable(2)	$ 954,292.50	September 25, 2037
1-60-A	Variable(2)	$ 30,051,630.00	September 25, 2037
1-60-B	Variable(2)	$ 30,051,630.00	September 25, 2037
P	Variable(2)	$ 100.00	September 25, 2037
OC	Variable(2)	$ 196,613,419.09	September 25, 2037

________________________

(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 1 Regular Interest.

(2)	Calculated in accordance with the definition of “Uncertificated REMIC 1 Pass-Through Rate” in this Agreement.

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, 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 (as defined herein). 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)	$ 779,689,508.31	September 25, 2037
A1-A	Variable(2)	$ 2,172,880.00	September 25, 2037
A1-B	Variable(2)	$ 2,611,410.00	September 25, 2037
A1-C	Variable(2)	$ 1,150,900.00	September 25, 2037
AM	Variable(2)	$ 1,483,800.00	September 25, 2037
M-1	Variable(2)	$ 99,450.00	September 25, 2037
M-2	Variable(2)	$ 91,490.00	September 25, 2037
M-3	Variable(2)	$ 51,710.00	September 25, 2037
M-4	Variable(2)	$ 43,760.00	September 25, 2037
M-5	Variable(2)	$ 39,780.00	September 25, 2037
M-6	Variable(2)	$ 35,800.00	September 25, 2037
M-7	Variable(2)	$ 31,820.00	September 25, 2037
M-8	Variable(2)	$ 27,850.00	September 25, 2037
B	Variable(2)	$ 39,780.00	September 25, 2037
ZZ	Variable(2)	$ 8,031,600.78	September 25, 2037
IO	Variable(2)	(3)	September 25, 2037
P	Variable(2)	$ 100.00	September 25, 2037

________________________

(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 calculated in accordance with the related definition of “Uncertificated Notional Amount” herein.

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 designation, the Pass-Through Rate, the Initial Certificate Principal Balance and, for purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each class of Certificates and interests that represents ownership of one or more of the Regular Interests in REMIC 3 created hereunder.

Each Certificate, other than the Class C Certificates and the Class R Certificates, represents ownership of a Regular Interest in REMIC 3 and also represents (i) the right to receive certain amounts specified herein in respect of Net WAC Shortfall Amounts (as defined herein) and (ii) the obligation to pay Class IO Distribution Amounts (as defined herein). The entitlement to principal of the Regular Interest which corresponds to each such Certificate shall be equal in amount and timing to the entitlement to principal of such Certificate. The Class C Certificates represent ownership of a Regular Interest in REMIC 3 and also represent (i) the obligation to pay certain amounts specified herein in respect of Net WAC Shortfall Amounts and (ii) the right to receive Class IO Distribution Amounts.

Designation	Initial Certificate Principal Balance	Pass-Through Rate	Latest Possible Maturity Date(1)
A1-A(2)	$ 217,288,000	Variable(3)	September 25, 2037
A1-B(2)	$ 261,141,000	Variable(3)	September 25, 2037
A1-C(2)	$ 115,090,000	Variable(3)	September 25, 2037
AM(2)	$ 148,380,000	Variable(3)	September 25, 2037
M-1(2)	$ 9,945,000	Variable(3)	September 25, 2037
M-2(2)	$ 9,149,000	Variable(3)	September 25, 2037
M-3(2)	$ 5,171,000	Variable(3)	September 25, 2037
M-4(2)	$ 4,376,000	Variable(3)	September 25, 2037
M-5(2)	$ 3,978,000	Variable(3)	September 25, 2037
M-6(2)	$ 3,580,000	Variable(3)	September 25, 2037
M-7(2)	$ 3,182,000	Variable(3)	September 25, 2037
M-8(2)	$ 2,785,000	Variable(3)	September 25, 2037
B(2)	$ 3,978,000	Variable(3)	September 25, 2037
C	$ 7,558,539.09 (4)	Variable(3)	September 25, 2037
P	$ 100.00	0.00%	September 25, 2037
Class IO Interest	(5)	(6)	September 25, 2037

________________________

(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 Regular Interest in REMIC 3 the ownership of which is represented by the Class A, Class B, Class M, Class C and Class P Certificates and the Class IO Interest.

(2)

This Class of Certificates represents ownership of a Regular Interest in REMIC 3. Any amount distributed on this Class of Certificates on any Distribution Date in excess of the amount distributable on the related Regular Interest in REMIC 3 on such Distribution Date shall be treated for federal income tax purposes as having been paid from the Net WAC Shortfall Reserve Fund or the Supplemental Interest Trust, as applicable, and any amount distributable on the related Regular Interest in REMIC 3 on such Distribution Date in excess of the amount distributable on such Class of Certificates on such Distribution Date shall be treated for such purposes as having been distributed to the Holders of such Certificates and then paid by such Holders to the Supplemental Interest Trust, all pursuant to and as further provided in Section 4.09 hereof.

(3)

Calculated in accordance with the definition of “Pass-Through Rate” in this Agreement. Each Regular Interest in REMIC 3 which corresponds to a Class A, Class M or Class B Certificate will have the same Pass-Through Rate as such Certificate, except with respect to the related Net WAC Rate. The Net WAC Rate for each such Regular Interest in REMIC 3 and Certificate is specified in the related definition of “Net WAC Rate .”

(4)

The Class C Certificates will not accrue interest on its Certificate Principal Balance, but will accrue interest at its variable Pass-Through Rates on its Notional Balance outstanding from time to time, which shall equal the aggregate Uncertificated Principal Balance of the REMIC 2 Regular Interests (other than REMIC 2 Regular Interest P).

(5)	The Class IO Interest will not have a principal balance, but will have a notional amount equal to the Uncertificated Notional Amount of REMIC 2 Regular Interest IO.

(6)	The Class IO Interest will not have a Pass-Through Rate, but will be entitled to 100% of the amounts distributed on REMIC 2 Regular Interest IO.

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. Unless otherwise specified, all calculations in respect of interest on the Class A, Class M and Class B Certificates shall accrue on the basis of a 360-day year and the actual number of days in the related Accrual Period. All calculations of interest on the Class C Certificates will be made on the basis of a 360-day year consisting of twelve 30-day months. The Class P and Class R Certificates do not accrue interest.

“Accrual Period”: With respect to each Class of Certificates (other than the Class C, Class P and Class R Certificates) and (i) with respect to the Distribution Date in May 2007, the period commencing on the Closing Date and ending on the day preceding the Distribution Date in May 2007, and (ii) with respect to any Distribution Date after the Distribution Date in May 2007, 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. With respect to the Class C Certificates and any Distribution Date, the calendar month immediately preceding such Distribution Date.

“Addition Notice”: With respect to the transfer of Subsequent Mortgage Loans to the Trust Fund pursuant to Section 2.07, a notice of the Depositor’s designation of the Subsequent Mortgage Loans to be sold to the Trust Fund and the Aggregate Stated Principal Balance of such Subsequent Mortgage Loans as of the related Subsequent Cut-off Date. The Addition Notice shall be given not later than three Business Days prior to the related Subsequent Transfer Date and shall be substantially in the form of Exhibit T.

“Adjustment Date”: As to each adjustable-rate Mortgage Loan, each date set forth in the related Mortgage Note on which an adjustment to the interest rate on such Mortgage Loan becomes effective.

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

“Affected Party”: As defined in the Interest Rate 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 Class of Class A, Class M and Class B Certificates and any Distribution Date, an amount equal to the sum of any Realized Loss allocated to that Class of Certificates on that Distribution Date and any Allocated Realized Loss Amount for that Class remaining unpaid from any previous Distribution Date (other than, with respect to the Class AM Certificates, a Realized Loss that was covered by the Certificate Guaranty Insurance Policy), minus any Subsequent Recoveries applied to such Allocated Realized Loss Amount.

“Assessment of Compliance”: As defined in Section 3.20.

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

“Attestation Report”: As defined in Section 3.20.

“Available Distribution Amount”: With respect to any Distribution Date, an amount equal to the amount received by the Trustee and available in the Certificate Account on that Distribution Date. The Available Distribution Amount will be equal to (i) the sum of (1) the aggregate amount of scheduled payments on the Mortgage Loans received or advanced that were due during the related Due Period, (2) any unscheduled payments and receipts, including mortgagor prepayments on such Mortgage Loans, Insurance Proceeds, Liquidation Proceeds and Subsequent Recoveries, received during the related Prepayment Period and (3) any amounts transferred from the Pre-Funding Account pursuant to Section 4.14 after giving effect to any purchase of Subsequent Mortgage Loans and any amounts deposited into the Certificate Account from the Interest Coverage Account pursuant to Section 4.15 of this Agreement, in each case net of amounts reimbursable therefrom to the Trustee, the Master Servicer, the Supplemental Interest Trust Trustee and any Sub-Servicer, minus Master Servicing Fees, Subservicing Fees, Trustee Fees and any amounts needed to reimburse the Master Servicer for amounts due under this Agreement to the extent such amounts have not been retained by, or paid previously to the Master Servicer, and any amounts in respect of the premiums payable to the PMI Insurer under the PMI Insurer Policy.

“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 for such Distribution Date over (ii) the Overcollateralization Release Amount, if any, for such Distribution Date.

“Book-Entry Certificate”: Each class of the Class A, Class M and Class B Certificates for so long as they are issued, maintained and transferred at the Depository.

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

“Cap Contract I”: The letter of agreement dated April 30, 2007, between Xxxxxx Brothers Special Financing Inc. and Deutsche Bank National Trust Company, not in its individual capacity, but solely as Supplemental Interest Trust Trustee, a form of which is attached hereto as Exhibit M.

“Cap Contract II”: The letter of agreement dated April 30, 2007, between Bear Xxxxxxx Financial Products Inc. and Deutsche Bank National Trust Company, not in its individual capacity, but solely as Supplemental Interest Trust Trustee, a form of which is attached hereto as Exhibit M.

“Cap Contracts”: Cap Contract I and Cap Contract II.

“Cap Counterparty”: The cap provider under each of the Cap Contracts required to make payments to the Supplemental Interest Trust for payment to the Trust Fund pursuant to the terms of the Cap Contracts, and any successor in interest or assign. Initially, the Cap Counterparty for Cap Contract I shall be Xxxxxx Brothers Special Financing Inc. and the Cap Counterparty for Cap Contract II shall be Bear Xxxxxxx Financial Products Inc.

“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 Deutsche Bank National Trust Company, in trust for registered holders of Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2007-3, and which account or accounts must each be an Eligible Account.

“Certificate Account Deposit Date”: With respect to any Distribution Date, the 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 AM Certificateholders.

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

“Certificate Margin”: The Certificate Margin for the Class A, Class M and Class B Certificates shall be:

Certificate Margin
Class	(1)			(2)
A1-A		0.110	%		0.220	%
A1-B		0.240	%		0.480	%
A1-C		0.360	%		0.720	%
AM		0.220	%		0.440	%
M-1		0.400	%		0.600	%
M-2		0.480	%		0.720	%
M-3		0.650	%		0.975	%
M-4		1.650	%		2.475	%
M-5		1.800	%		2.700	%
M-6		2.000	%		3.000	%
M-7		2.000	%		3.000	%
M-8		1.100	%		1.650	%
B		1.100	%		1.650	%

____________

(1)

Prior to the Step-Up Date.

(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 Certificate (other than the Class C Certificates and Class R Certificates) as of any date of determination, the Initial Certificate Principal Balance thereof, increased by any Subsequent Recoveries allocated thereto, and reduced by the aggregate of (a) all amounts allocable to principal previously distributed with respect to such Certificate and (b) any reductions in the Certificate Principal Balance thereof deemed to have occurred in connection with allocations of Realized Losses in the manner described herein. 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 Balance of the REMIC 2 Regular Interests over (b) the then aggregate Certificate Principal Balance of the Class A, Class M, Class B and Class P Certificates then outstanding.

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

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

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

“Class A Certificates”: The Class A1-A, Class A1-B, Class A1-C and Class AM Certificates.

“Class A1-A Certificate”: Any one of the Class A1-A 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 (i) a Regular Interest in REMIC 3, (ii) the right to receive Net WAC Shortfall Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

“Class A1-B Certificate”: Any one of the Class A1-B 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 (i) a Regular Interest in REMIC 3, (ii) the right to receive Net WAC Shortfall Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

“Class A1-C Certificate”: Any one of the Class A1-C 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 (i) a Regular Interest in REMIC 3, (ii) the right to receive Net WAC Shortfall Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

“Class AM Certificate”: Any one of the Class AM 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 (i) a Regular Interest in REMIC 3, (ii) the right to receive Net WAC Shortfall Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

“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) 86.50% of the Aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date after giving effect to distributions 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 Overcollateralization Floor.

“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-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 (i) a Regular Interest in REMIC 3, (ii) the right to receive Net WAC Shortfall Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

“Class C Certificates”: Any one of the Class C 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 (i) a Regular Interest in REMIC 3, (ii) the obligation to pay Net WAC Shortfall Amounts and (iii) the right to receive Class IO Distribution Amounts.

“Class C Distribution Amount”: With respect to any Distribution Date, the sum of (i) the Monthly Interest Distributable Amount for the Class C Certificates for such Distribution Date, (ii) any Overcollateralization Release Amount for such Distribution Date and (iii) without duplication, any Subsequent Recoveries not distributed to the Class A, Class M and Class B Certificates on such Distribution Date; provided, however that on any Distribution Date after the Distribution Date on which the Certificate Principal Balances of the Class A, Class M and Class B Certificates have been reduced to zero, the Class C Distribution Amount shall include the Overcollateralized Amount.

“Class IO Interest”: An uncertificated interest in the Trust Fund held by the Trustee on behalf of the Supplemental Interest Trust, evidencing a Regular Interest in REMIC 3 for purposes of the REMIC Provisions.

“Class IO Distribution Amount”: As defined in Section 4.09 hereof. For purposes of clarity, the Class IO Distribution Amount for any Distribution Date shall equal the amount payable to the Supplemental Interest Trust with respect to the Interest Rate Swap Agreement pursuant to the sixth paragraph of Section 4.01(a) (except for the last sentence thereof) on such Distribution Date in excess of the amount payable on the Class IO Interest on such Distribution Date, all as further provided in Section 4.09 hereof.

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

“Class M Interest Reserve Fund”: A reserve fund to cover Net WAC Shortfall Amounts on the Class X-0, Xxxxx X-0, Class M-6 and Class M-7 Certificates as described in Section 4.13.

“Class M Interest Reserve Fund Amount”: The Class M-4 Interest Reserve Fund Amount, Class M-5 Interest Reserve Fund Amount, Class M-6 Interest Reserve Fund Amount and Class M-7 Interest Reserve Fund Amount, as applicable.

“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 (i) a Regular Interest in REMIC 3, (ii) the right to receive Net WAC Shortfall Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

“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 (i) a Regular Interest in REMIC 3, (ii) the right to receive Net WAC Shortfall Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

“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 (i) a Regular Interest in REMIC 3, (ii) the right to receive Net WAC Shortfall Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

“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 (i) a Regular Interest in REMIC 3, (ii) the right to receive Net WAC Shortfall Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

“Class M-4 Interest Reserve Fund Amount”: The amount deposited in the Class M Interest Reserve Fund on the Closing Date by the Depositor to cover Net WAC Shortfall Amounts on the Class M-4 Certificates, reduced by any distributions to the Class M-4 Certificates pursuant to Section 4.13 on previous Distribution Dates. Initially, $80,900.

“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 (i) a Regular Interest in REMIC 3, (ii) the right to receive Net WAC Shortfall Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

“Class M-5 Interest Reserve Fund Amount”: The amount deposited in the Class M Interest Reserve Fund on the Closing Date by the Depositor to cover Net WAC Shortfall Amounts on the Class M-5 Certificates, reduced by any distributions to the Class M-5 Certificates pursuant to Section 4.13 on previous Distribution Dates. Initially, $97,700.

“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 (i) a Regular Interest in REMIC 3, (ii) the right to receive Net WAC Shortfall Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

“Class M-6 Interest Reserve Fund Amount”: The amount deposited in the Class M Interest Reserve Fund on the Closing Date by the Depositor to cover Net WAC Shortfall Amounts on the Class M-6 Certificates, reduced by any distributions to the Class M-6 Certificates pursuant to Section 4.13 on previous Distribution Dates. Initially, $118,000.

“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 (i) a Regular Interest in REMIC 3, (ii) the right to receive Net WAC Shortfall Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

“Class M-7 Interest Reserve Fund Amount”: The amount deposited in the Class M Interest Reserve Fund on the Closing Date by the Depositor to cover Net WAC Shortfall Amounts on the Class M-7 Certificates, reduced by any distributions to the Class M-7 Certificates pursuant to Section 4.13 on previous Distribution Dates. Initially, $104,900.

“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 (i) a Regular Interest in REMIC 3, (ii) the right to receive Net WAC Shortfall Amounts and (iii) the obligation to pay Class IO Distribution Amounts.

“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-4, executed by the Trustee and authenticated and delivered by the Trustee, representing the right to distributions as set forth herein and therein and evidencing (i) a Regular Interest in REMIC 3 and (ii) the right to receive any Master Servicer Prepayment Charge Payment Amounts.

“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-5, 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”: April 30, 2007.

“Code”: The Internal Revenue Code of 1986.

“Collateral Account”: Shall mean the segregated trust account created and maintained by the Custodian pursuant to Section 4.11 hereof.

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

“Commission”: The Securities and Exchange Commission.

“Compensating Interest”: With respect to any Distribution Date, any payments made by the Sub-Servicer or the Master Servicer from its own funds to cover Prepayment Interest Shortfalls, which shall be equal to the lesser of the sum of the Master Servicing and Subservicing Fees for the related Distribution Date, and the Prepayment Interest Shortfall for such Distribution Date.

“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 0000 Xxxx Xx. Xxxxxx Xxxxx, Xxxxx Xxx, Xxxxxxxxxx 00000, Attention: Corporate Trust, Impac Secured Assets Corp. Series 2007-3 (IM07S3).

“Corresponding Certificate”: With respect to each REMIC 2 Regular Interest (other than REMIC 2 Regular Interests AA, IO and ZZ), the Certificate with the corresponding designation. With respect to each REMIC 3 Regular Interest (other than the Class IO Interest), the related Certificate representing an ownership therein.

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

“Credit Enhancement Percentage”: For any Distribution Date after the Stepdown 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 such Distribution Date (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) over (ii) (1) before the aggregate Certificate Principal Balance of the Class A Certificates have been reduced to zero, the aggregate Certificate Principal Balance of the Class A Certificates (after taking into account distribution of the Principal Distribution Amount for such Distribution Date), or (2) after such time, the Certificate Principal Balance of the most senior class of Subordinate Certificates outstanding (after taking into account distribution of the Principal Distribution Amount for such Distribution Date) and the denominator of which is equal to (b) the Aggregate Stated Principal Balance of the Mortgage Loans for such Distribution Date (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).

“Credit Support Annex One”: The credit support annex, dated as of April 30, 2007, between the Supplemental Interest Trust Trustee and Xxxxxx Brothers Special Financing Inc.

“Credit Support Annex Two”: The credit support annex, dated as of April 30, 2007, between the Supplemental Interest Trust Trustee and Bear Xxxxxxx Financial Products Inc.

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

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

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

“Custodian”: As defined in Section 4.11.

“Cut-off Date”: With respect to the Initial Mortgage Loans, April 1, 2007. With respect to the Subsequent Mortgage Loans, the applicable Subsequent Cut-off Date. References herein to the “Cut-off Date,” when used with respect to more than one Mortgage Loan, shall be to the respective Cut-off Dates for such Mortgage Loans.

“Cut-off Date Balance”: The sum of (a) the Aggregate Stated Principal Balance of the Initial Mortgage Loans as of the Cut-off Date and (b) the Original Pre-Funded Amount.

“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 Interest Rate Swap Agreement.

“Deficiency Amount” : As applied to the Class AM Certificates, (A) with respect to each Distribution Date prior to the Final Scheduled Distribution Date, an amount equal to the sum of (i) the excess, if any, of (a) the aggregate amount of the Monthly Interest Distributable Amount on the Class AM Certificates for that Distribution Date over (b) the funds available to make payment thereof pursuant to Article IV of this Agreement for that Distribution Date and (ii) the amount of any Realized Losses allocated to the Class AM Certificates for such Distribution Date; and (B) with respect to the Final Scheduled Distribution Date and the Class AM Certificates, an amount equal to the sum of (i) the excess, if any, of (a) the amount of the Monthly Interest Distributable Amount on the Class AM Certificates for the Final Scheduled Distribution Date over (b) the funds available to make payment thereof pursuant to Article IV of this Agreement for the Final Scheduled Distribution Date and (ii) the outstanding Certificate Principal Balance of the Class AM Certificates due on the Final Scheduled Distribution Date to the extent not paid from the related Available Distribution Amount on the Final Scheduled Distribution Date. Any Deficiency Amount shall not include any Prepayment Interest Shortfalls, any Relief Act Shortfalls or any Net WAC Shortfall Amounts.

“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.

“Definitive Certificate”: Any definitive, fully registered Certificate.

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

“Delinquent”: The delinquency method used for calculations with respect to the mortgage loans will be in accordance with the methodology used by lenders regulated by the Office of Thrift Supervision. Under this method, a mortgage loan is considered “30 days or more Delinquent” if, as of the date of determination, the borrower fails to make the scheduled payment for the second immediately preceding Due Date of the mortgage loan prior to the close of business on such due date. A mortgage loan would be considered “60 days or more delinquent” with respect to such scheduled payment if, as of the date of determination, the borrower fails to make the scheduled payment for the third immediately preceding Due Date of the mortgage loan prior to the close of business on such due date. Similarly for “90 days or more delinquent” and so on. Unless otherwise specified, with respect to any date of determination, determinations of delinquency are made as of the last day of the calendar month immediately preceding the related Distribution Date. Mortgage Loans with Due Dates which are not the first of the month are treated as if the Due Date were the first of the following month.

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

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

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

“Derivative Account”: As defined in Section 4.09(i).

“Derivative Contract”: Any of the Cap Contracts or Interest Rate Swap Agreement, as applicable.

“Derivative Termination Payment”: Any termination payment due under a Derivative Contract upon the early termination of such Derivative Contract.

“Determination Date”: With respect to any Distribution Date, the 15th day of the month in which such Distribution Date occurs or, if such day is not a Business Day, on the immediately preceding Business Day.

“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 May 2007.

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

“Due Date”: With respect to each Mortgage Loan, 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 in which such Distribution Date occurs (or, with respect to the first Due Period, the day following the Cut-off Date) and ending on the first day of the month in which such Distribution Date occurs.

“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 if such account is maintained with PNC Bank, National Association, rated no less than A-1 by Standard & Poor’s and no less than P-1 by Moody’s 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, Insurance 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.

“Estimated Swap Termination Payment”: As defined in the Interest Rate Swap Agreement.

“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 Supplemental Interest Trust to pay principal as provided in Section 4.01(f)(iii) hereof.

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

“FDIC”: Federal Deposit Insurance Corporation or any successor.

“Final Scheduled Distribution Date”: The Distribution Date occurring in September 2037.

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

“Gross Margin”: With respect to any Mortgage Loan, the percentage set forth as the “Gross Margin” for such Mortgage Loan on the Mortgage Loan Schedule, as adjusted from time to time in accordance with the terms of this Agreement.

“Index”: With respect to any Mortgage Loan, the index for the adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.

“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 Interest Coverage Deposit”: $898,160.00.

“Initial Mortgage Loans“: Any of the Mortgage Loans included in the Trust Fund as of the Closing Date as indicated on the Mortgage Loan Schedule attached hereto.

“Initial Notional Amount”: With respect to the Class C Certificates, an amount equal to the Notional Balance of the Class C Certificates, or with respect to any single Certificate, the Initial Notional Amount as stated on the face thereof.

“Insurance Account”: The segregated, non-interest bearing trust account created and maintained pursuant to Section 4.12(ii) of this Agreement. The Insurance Account shall be an Eligible Account.

“Insurance Agreement”: The Insurance and Indemnity Agreement, dated as of April 30, 2007, among the Certificate Insurer, the Depositor, the Sponsor, the Master Servicer, the Trustee and Impac Mortgage Holdings, Inc., in regard to the Class AM Certificates, as such agreement may be amended, modified or supplemented from time to time.

“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 Amounts”: Shall mean (1) with respect to any Distribution Date, any Deficiency Amount plus any Preference Amount and (2) with respect to the Final Scheduled Distribution Date, the Deficiency Amount for the Final Scheduled Distribution Date.

“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 Coverage Account”: A trust account that the Trustee will establish for the benefit of the Certificateholders.

“Interest Coverage Distribution Amount: With respect to each Distribution Date, an amount equal to (x) the weighted average of the Net Mortgage Rates on the then outstanding Mortgage Loans as of the first day of the month preceding the month in which such Distribution Date occurs, weighted based on the Stated Principal Balances of such Mortgage Loans as of the beginning of the related Due Period, multiplied by (y) the sum of (A) the remaining Pre-Funded Amount outstanding as of the beginning of the related Due Period and (B) the aggregate Stated Principal Balance of the Subsequent Mortgage Loans transferred to the Trust during the related Due Period that do not have a Subsequent Cut-off Date prior to the beginning of the related Due Period, divided by (z) 12.

“Interest Rate Swap Agreement”: An interest rate swap agreement, dated as of April 30, 2007, between the Supplemental Interest Trust, by Deutsche Bank National Trust Company, as Supplemental Interest Trust Trustee on behalf of the Supplemental Interest Trust, and the Swap Provider for the benefit of the Class A, Class M and Class B Certificates, together with any schedules, confirmations or other agreements relating thereto, a form of which is attached hereto as Exhibit M.

“Interest Remittance Amount”: With respect to 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 or amounts received from the Interest Coverage Account.

“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.

“LIBOR”: With respect to any Distribution Date and the Pass-Through Rates on the Class A Certificates and Subordinate 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 Sunday or (ii) a day on which banking institutions in the city of London, England and New York City are required or authorized by law to be closed.

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

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

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

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

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

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

“Marker Rate”: With respect to the Class C Certificates and any Distribution Date, a per annum rate equal to two (2) times the weighted average of the Uncertificated REMIC 2 Pass-Through Rates for each REMIC 2 Regular Interest for which a Class A, Class M or Class B Certificate is the Corresponding Certificate and REMIC 2 Regular Interest ZZ, with the rate on each such REMIC 2 Regular Interest (other than REMIC 2 Regular Interests AM and ZZ) subject to a cap equal to the lesser of (i) the Pass-Through Rate for the Corresponding Certificate determined without regard to the Net WAC Rate for such Distribution Date, and (ii) the Net WAC Rate for the REMIC 3 Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date for the purpose of this calculation, with the rate on REMIC 2 Regular Interest AM subject to a cap equal to the lesser of (i) the Pass-Through Rate for the Corresponding Certificate determined without regard to the Net WAC Rate for such Distribution Date, and (ii) the Net WAC Rate for the REMIC 3 Regular Interest the ownership of which is represented by the Corresponding Certificate, in each case plus the Policy Premium Rate, for such Distribution Date for the purpose of this calculation, and with the rate on REMIC 2 Regular Interest ZZ subject to a cap of zero for the purpose of this calculation; provided, however, that solely for this purpose, the related cap with respect to each such REMIC 3 Regular Interest (other than REMIC 3 Regular Interest ZZ) shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

“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 3.01, and any amount paid to the Trust Fund by any Person to remedy any breach of any representation, warranty or 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” : With respect 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 part or 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 0.030%.

“Maximum Uncertificated Accrued Interest Deferral Amount”: With respect to any Distribution Date, the excess of (i) the sum of (x) the 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 Uncertificated Principal Balance of REMIC 2 Regular Interest ZZ minus the REMIC 2 Overcollateralized Amount, in each case for such Distribution Date and (y) 1.00% of the accrued interest on REMIC 2 Regular Interest P at the applicable Uncertificated REMIC 2 Pass-Through Rate for such Distribution Date, over (ii) the aggregate amount of Uncertificated Accrued Interest for such Distribution Date on the REMIC 2 Regular Interests for which the Class A, Class B and Class M Certificates are the Corresponding Certificates, with the rate on each such REMIC 2 Regular Interest (other than REMIC 2 Regular Interest AM) subject to a cap equal to the lesser of (1) the Pass-Through Rate for the Corresponding Certificate determined without regard to the Net WAC Rate for such Distribution Date, and (2) the Net WAC Rate for the REMIC 3 Regular Interest the ownership of which is represented by the Corresponding Certificate for such Distribution Date for the purpose of this calculation, and with the rate on REMIC 2 Regular Interest AM subject to a cap equal to the lesser of (i) the Pass-Through Rate for the Corresponding Certificate determined without regard to the Net WAC Rate for such Distribution Date, and (ii) the Net WAC Rate for the REMIC 3 Regular Interest the ownership of which is represented by the Corresponding Certificate, in each case plus the Policy Premium Rate, for such Distribution Date for the purpose of this calculation; provided, however, that solely for this purpose, the related cap with respect to each such REMIC 2 Regular Interest shall be multiplied by a fraction, the numerator of which is 30 and the denominator of which is the actual number of days in the related Accrual Period.

“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 Class A, Class M, Class B and Class C Certificates and Class IO Interest, the amount of interest accrued during the related Accrual Period at the related Pass-Through Rate on the Certificate Principal Balances or Notional Balances or Uncertificated Notional Amounts of such Certificates or interests immediately prior to such Distribution Date, in each case, reduced by any Prepayment Interest Shortfalls to the extent not covered by Compensating Interest payable by the Sub-Servicer or Master Servicer and any shortfalls resulting from the application of the Relief Act (in each case to the extent allocated to such Class of Certificates or interests as set forth in Section 1.03). The Monthly Interest Distributable Amount on the Class A, Class M and Class B Certificates will be calculated on the basis of the actual number of days in the related Accrual Period and a 360 day-year.

“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 Trustee, 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, 2.06 or 2.07 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 April 30, 2007, among Impac Funding Corporation, as sponsor, Impac Mortgage Holdings, Inc. and the Depositor, as purchaser, and all amendments thereof and supplements thereto.

“Mortgage Loan Schedule”: As of any date of determination, the schedule of Mortgage Loans included in the Trust Fund. The schedule of Mortgage Loans with accompanying information transferred on the Closing Date or Subsequent Transfer Date to the Trustee as part of the Trust Fund for the Certificates, attached hereto as Exhibit H, which list shall set forth the following information with respect to each Mortgage Loan:

(i)

[reserved];

(ii)

the city, state and zip code of the Mortgaged Property;

(iii)

the original term to maturity;

(iv)

the original principal balance and the original Mortgage Rate;

(v)

the first payment date;

(vi)

[reserved];

(vii)

the type of Mortgaged Property;

(viii)

the Monthly Payment in effect as of the Cut-off Date (or the related Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan);

(ix)

the principal balance as of the Cut-off Date (or the related Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan);

(x)

the Mortgage Rate as of the Cut-off Date (or the related Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan);

(xi)

the occupancy status;

(xii)

the purpose of the Mortgage Loan;

(xiii)

the Collateral Value of the Mortgaged Property;

(xiv)

the remaining 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 the 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;

(xxii)

the type and term of the related Prepayment Charge, if any;

(xxiii)

the Index and the Gross Margin; and

(xxiv)

the Adjustment Date frequency and Distribution Date frequency.

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 in the absence of default, 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 Monthly Excess Cashflow”: With respect to each Distribution Date, the sum of (a) any Overcollateralization Release Amount and (b) the excess of (x) the Interest Remittance Amount for such Distribution Date over (y) the aggregate Monthly Interest Distributable Amount for the Class A, Class M and Class B Certificates for such Distribution Date and any Unpaid Interest Shortfall Amount payable to the Class A Certificateholder for such Distribution Date.

“Net Mortgage Rate”: With respect to each Mortgage Loan Due Date, the then applicable Mortgage Rate thereon minus the sum of (1) the Master Servicing Fee Rate, (2) the Subservicing Fee Rate, (3) the Trustee Fee and (4) the related PMI Insurer Fee Rate, if such Mortgage Loan is a PMI Mortgage Loan.

“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 Interest Rate Swap Agreement by either the Swap Provider or the Supplemental Interest Trust, which net payment shall not take into account any Swap Termination Payment.

“Net WAC Rate”: With respect to the Class A, Class M and Class B Certificates and any Distribution Date, a per annum rate equal to the excess, if any, of (A) the weighted average of (x) 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 and (y) the amount of interest withdrawn from the Interest Coverage Account with respect to that distribution date expressed as a per annum rate based on the amount on deposit in the Pre-Funding Account, in the case of (x), weighted on the basis of the aggregate Stated Principal Balance of the mortgage loans as of the beginning of the related Due Period, and in the case of (y), weighted on the basis of the Pre-Funded Amount as of the beginning of the related Due Period, over (B) the sum of (I) 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 plus the Pre-Funded Amount for such Distribution Date, multiplied by 12, and (2) a per annum rate equal to 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 plus the Pre-Funded Amount for such Distribution Date, multiplied by 12, and (II) in the case of the Class AM 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. With respect to any Distribution Date and the REMIC 3 Regular Interests the ownership of which is represented by the Class A, Class M and Class B Certificates, a per annum rate equal to the weighted average (adjusted for the actual number of days elapsed in the related Accrual Period) of the Uncertificated REMIC 2 Pass-Through Rates on the REMIC 2 Regular Interests (other than REMIC 2 Regular Interest IO), weighted on the basis of the Uncertificated Principal Balances of each such REMIC 2 Regular Interest immediately prior to such Distribution Date, minus, in the case of the REMIC 3 Regular Interests the ownership of which is represented by the Class AM Certificates, the Policy Premium Rate.

“Net WAC Shortfall Amount”: With respect to any Distribution Date, the sum of (i) if the Pass-Through Rate for any of the Class A, Class M and Class B Certificates is limited to the Net WAC Rate, the excess, if any, of (a) the amount of interest such Class A, Class M and Class B Certificates would have been entitled to receive on such Distribution Date if such Net WAC Rate would not have been applicable to such Certificates, over (b) the amount of interest accrued on such Certificates at such Net WAC Rate, and (ii) the 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 Class A, Class M, Class B and Class C Certificates, and funded on the Closing Date by or on behalf of the Depositor with an amount equal to the Net WAC Shortfall Reserve Fund Deposit. 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, the ownership of which is evidenced by the Class C Certificates and which is established and maintained pursuant to Section 4.08.

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

“Nonrecoverable Advance”: Any Advance or Servicing Advance previously made or proposed to be made in respect of a Mortgage Loan which, in the reasonable 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 Late Collections, Insurance Proceeds, Liquidation Proceeds or REO Proceeds. The determination by the Master Servicer that it has made a Nonrecoverable Advance or that any proposed Advance or Servicing Advance would constitute a Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing Officer delivered to the Depositor and the Trustee.

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

“Notional Balance”: With respect to the Class C Certificates and any Distribution Date, an amount equal to the Stated Principal Balance of the Mortgage Loans as of the related Due Date, minus the Certificate Principal Balance of the Class P Certificates. For federal income tax purposes, the Notional Balance of the Class C Certificates for any Distribution Date shall be an amount equal to the aggregate Uncertificated Principal Balance of the REMIC 2 Regular Interests, other than REMIC 2 Regular Interest P, for such Distribution Date.

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

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

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

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

“Original Pre-Funded Amount”: $76,114,326.34.

“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.

“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 Basic Principal Distribution Amount on such Distribution Date).

“Overcollateralization Floor”: With respect to any Distribution Date, 0.50% 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, 0.95% of the Cut-off Date Balance. With respect to any Distribution Date on or after the Stepdown Date, the greater of (x) 1.90% 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.

“Overcollateralized Amount”: For 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, unscheduled collections of principal received during the related Prepayment Period and any Realized Losses on the Mortgage Loans during the related Prepayment Period) plus the Pre-Funded Amount for such Distribution Date, exceeds (ii) the aggregate Certificate Principal Balance of the Class A, Class M, Class B and Class P Certificates as of such Distribution Date (after giving effect to distributions to be made on such 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 Class A, Class M and Class B Certificates, the least of (x) One-Month LIBOR plus the related Certificate Margin, (y) 11.50% and (z) the Net WAC Rate.

With respect to the Class C Certificates and any Distribution Date, the sum of (x) a per annum rate equal to the percentage equivalent of a fraction, the numerator of which is the sum of the amount determined for each REMIC 2 Regular Interest (other than REMIC 2 Regular Interests IO and P) equal to the product of (a) the excess, if any, of the Uncertificated REMIC 2 Pass-Through Rate for such REMIC 2 Regular Interest over the Marker Rate and (b) a notional amount equal to the Uncertificated Principal Balance of such REMIC 2 Regular Interest, and the denominator of which is the aggregate Uncertificated Principal Balance of such REMIC 2 Regular Interests, and (y) 100% of the interest distributable in respect of REMIC 2 Regular Interest P.

With respect to each of the Class P Certificates and any Distribution Date, 0.00% per annum.

With respect to the Class IO Interest and any Distribution Date, 100% of the amounts distributable to REMIC 2 Regular Interest IO for such Distribution Date.

“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, provided, however, that such repurchase agreements are treated as financings under generally accepted accounting principles (“GAAP”);

(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 or rated AAAm or AAAm-G by Standard & Poor's, including any such funds for which Deutsche Bank National Trust Company 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.

To the extent that the Trustee receives any materials in connection with the holding of any Permitted Investment which require the holder to vote, the Trustee shall not exercise its voting rights.

Permitted Investments shall not be sold prior to maturity, except that a money market fund or qualified investment fund may be liquidated at any time.

“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”: Any provider of primary mortgage insurance under a PMI Insurer Policy.

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

“PMI Insurer Policy”: The lender-paid primary mortgage insurance policy issued by the PMI Insurer in accordance with a letter between the Sponsor and any 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 Insurance Agreement.

“Pre-Funded Amount”: The amount on deposit in the Pre-Funding Account on any date of determination.

“Pre-Funding Account”: An account established by the Trustee for the benefit of the Certificateholders and funded on the Closing Date by the Depositor with the Original Pre-Funded Amount.

“Pre-Funding Period”: The period from the Closing Date until the earlier of (i) the date on which the amount on deposit in the Pre-Funding Account is reduced to less than $50,000 or (ii) June 29, 2007.

“Preference Amount”: Any amount previously distributed to a Class AM Certificateholder by or on behalf of the Trust Estate that is recoverable and sought to be recovered as a voidable preference by a trustee in bankruptcy pursuant to the United States Bankruptcy Code (11 U.S.C.), 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 Excess”: With respect to any Distribution Date, for each Mortgage Loan that was the subject of a Principal Prepayment during the portion of the Prepayment Period from the related Due Date to the end of such Prepayment Period, any payment of interest received in connection therewith (net of any applicable Servicing Fee) representing interest accrued for any portion of such month of receipt.

“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”: With respect to any Distribution Date, the period between the 16th of the month prior to such Distribution Date and the 15th of the current month, except the initial Prepayment Period will run from April 1, 2007 through May 15, 2007.

“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 the following from the Available Distribution Amount: (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, 3.14 or 3.27, 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 amount attributable to the Pre-Funded Amount received at the end of the Pre-Funding Period and (vii) 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 April 27, 2007 relating to the public offering of the Class A Certificates and Class M Certificates.

“Purchase Price”: With respect to any Mortgage Loan (or REO Property) required to be purchased pursuant to Section 2.02, 2.04, 3.14 or 3.27, 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, (iii) the aggregate of all Advances and Servicing Advances made in respect thereof that were not previously reimbursed and (iv) costs and damages incurred by the Trust Fund in connection with a repurchase pursuant to Section 2.04 hereof that arises out of a violation of any anti-predatory lending law which also constitutes an actual breach of representations (xii), (xxxiii), (xxxv), (xxxviii), (xxxix) or (xliii) of Section 3.1(b) of the Mortgage Loan Purchase Agreement.

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

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

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

“Realized Loss”: With respect to each Mortgage Loan or REO Property as to which a Cash Liquidation or REO Disposition has occurred, an amount (not less than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan as of the date of Cash Liquidation or REO Disposition, plus (ii) interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the Due Date as to which interest was last paid or advanced to Certificateholders up to the date of the Cash Liquidation or REO Disposition on the Stated Principal Balance of such Mortgage Loan outstanding during each Due Period that such interest was not paid or advanced, minus (iii) the proceeds, if any, received during the month in which such Cash Liquidation or REO Disposition occurred, to the extent applied as recoveries of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net of the portion thereof reimbursable to the Master Servicer or any Sub-Servicer with respect to 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 each Distribution Date and the Class A, Class M and Class B Certificates, so long as such Certificates are Book-Entry Certificates, the Business Day prior to such Distribution Date. With respect to any Class A, Class M and Class B Certificates which are not Book-Entry Certificates, the close of business on the last Business Day of the month preceding the month in which such Distribution Date occurs.

“Regular Certificate”: Any of the Certificates other than the Class R Certificates.

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

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

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

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

“REMIC 1”: The segregated pool of assets subject hereto (exclusive of any Net WAC Shortfall Reserve Fund, any Master Servicer Prepayment Charge Payment Amounts, the Pre-Funding Account, the Interest Coverage Account, the Class M Interest Reserve Fund and, for the avoidance of doubt, any Supplemental Interest Trust, the Derivative Account, the Cap Contracts, the Collateral Account and the Interest Rate Swap Agreement) 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 (in respect 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 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 such Mortgage Loans; and (v) the Depositor’s interest in respect of the representations and warranties made by the Sponsor in the Mortgage Loan Purchase Agreement as assigned to the Trustee pursuant to Section 2.04 hereof.

“REMIC 1 Regular Interest”: Any of the 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. The designations for the respective REMIC 1 Regular Interests are set forth in the Preliminary Statement hereto. The REMIC 1 Regular Interests consist of REMIC 1 Regular Interests 1-1-A through REMIC 1 Regular Interest 1-60-B, REMIC 1 Regular Interest OC and REMIC 1 Regular Interest P, each as designated in the Preliminary Statement hereto.

“REMIC 2”: The segregated pool of assets consisting of all of the REMIC 1 Regular Interests conveyed in trust to the Trustee, for the benefit of the holders of the REMIC 2 Regular Interests and the Holders of the Class R Certificates (in respect of the Class R-2 Interest), pursuant to Article II hereunder, with respect to which a separate REMIC election is to be made.

“REMIC 2 Interest Loss Allocation Amount”: With respect to any Distribution Date, an amount (subject to adjustment based on the actual number of days elapsed in the respective Accrual Period) equal to (a) the sum of (x) the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and the REO Properties then outstanding, minus the Certificate Principal Balance of the Class P Certificates, and (ii) the Uncertificated REMIC 2 Pass-Through Rate for REMIC 2 Regular Interest AA minus the Marker Rate, and (y) the accrued interest on REMIC 2 Regular Interest P, divided by (b) 12.

“REMIC 2 Overcollateralized Amount”: With respect to any date of determination, (i) 1.00% of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular Interests, other than REMIC 2 Regular Interest P, minus (ii) the aggregate Uncertificated Principal Balance of each REMIC 2 Regular Interest for which a Class A, Class M or Class B Certificate is a Corresponding Certificate, in each case, as of such date of determination.

“REMIC 2 Overcollateralization Target Amount”: 1.00% of the Overcollateralization Target Amount.

“REMIC 2 Principal Loss Allocation Amount”: With respect to any Distribution Date, an amount equal to the product of (i) the aggregate Stated Principal Balance of the Mortgage Loans and the REO Properties then outstanding, minus the Certificate Principal Balance of the Class P Certificates, and (ii) 1 minus a fraction, the numerator of which is two (2) times the aggregate Uncertificated Principal Balance of each REMIC 2 Regular Interest for which a Class A, Class M or Class B Certificate is a Corresponding Certificate and the denominator of which is the aggregate Uncertificated Principal Balance of each REMIC 2 Regular Interest for which a Class A, Class M or Class B Certificate is a Corresponding Certificate and REMIC 2 Regular Interest ZZ.

“REMIC 2 Regular Interest”: Any of the separate non-certificated beneficial ownership interests in REMIC 2 issued hereunder and designated as a Regular Interest in REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and (except for the REMIC 2 Regular Interests IO) 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. The designations for the respective REMIC 2 Regular Interests are set forth in the Preliminary Statement hereto.

“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 3 Regular Interests and the Holders of the Class R Certificates (in respect 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 3 Regular Interest”: The Class IO Interest or any Regular Interest in REMIC 3 the ownership of which is represented by any of the Regular Certificates.

“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 or REMIC 2 Regular Interest.

“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 Certificate”: Any of the Class R Certificates.

“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.

“Schedule”: The ISDA schedule, dated as of April 30, 2007, between the Supplemental Interest Trust Trustee and the Swap Provider.

“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 fourth paragraph of Section 3.01, Section 3.09 and Section 3.13 (other than any deductible described in the last paragraph thereof).

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

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

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

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

“Sponsor”: Impac Funding Corporation, or its successor in interest, in its capacity as seller under the Mortgage Loan Purchase Agreement.

“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 (or the related Subsequent Cut-off Date with respect to a Subsequent Mortgage Loan), 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 4.05 for any previous Distribution Date.

“Step-Up Date”: The Distribution Date immediately following the first Distribution Date in which the aggregate unpaid 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 immediately following the Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates has been reduced to zero and (ii) the later to occur of (x) the Distribution Date occurring in May 2010 and (y) the first Distribution Date on which the aggregate Certificate Principal Balance of the Class A Certificates (calculated for this purpose only, prior to any distribution of the Principal Distribution Amount to the holders of the Certificates) is less than or equal to approximately 86.50% 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		11.00	%
Class M-2		8.70	%
Class M-3		7.40	%
Class M-4		6.30	%
Class M-5		5.30	%
Class M-6		4.40	%
Class M-7		3.60	%
Class M-8		2.90	%
Class B		1.90	%

“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 Overcollateralization 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 Cut-off Date”: With respect to any Subsequent Mortgage Loan, the date, as designated by the Depositor, that is the later of (i) the first day of the month in which the related Subsequent Transfer Date occurs and (ii) the origination date of such subsequent Mortgage Loan.

“Subsequent Mortgage Loan”: A Mortgage Loan sold by the Depositor to the Trust pursuant to Section 2.07 of this Agreement, such Mortgage Loan being identified on the Mortgage Loan Schedule attached to a Subsequent Transfer Instrument.

“Subsequent Mortgage Loan Purchase Agreement”: Any Mortgage Loan Purchase Agreement dated as of the Subsequent Cut-off Date, among Impac Funding Corporation, as seller, Impac Mortgage Holdings, Inc., as guarantor, and the Depositor as purchaser, and all amendments thereof and supplements thereto.

“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 Class A, Class M and Class B 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 Class A, Class M and Class B Certificates will be increased by the same amount. Thereafter, such class or classes of Class A, Class M and Class B Certificates will accrue interest on the increased Certificate Principal Balance.

“Subsequent Transfer Date”: With respect to any Subsequent Mortgage Loan, the applicable date upon which such mortgage loan was purchased from the Sponsor with amounts on deposit in the Pre-Funding Account or other date as designated by the Sponsor.

“Subsequent Transfer Instrument”: With respect to the Subsequent Mortgage Loans, the Subsequent Transfer Instrument, dated as of the applicable Subsequent Transfer Date, between the Depositor and the Trustee, or such other instrument as agreed upon by the Depositor and the Trustee, a form of which is attached hereto as Exhibit S.

“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”: With respect to any Mortgage Loan subserviced by Countrywide, the 21st 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”: With respect to each Mortgage Loan, accrued interest at the Sub-Servicing Fee Rate with respect to the Mortgage Loan on the same principal balance on which interest on the Mortgage Loan accrues for the calendar month. The Sub-Servicing Fees consist of subservicing and other related compensation payable to the related Sub-Servicer or to the Master Servicer if the Master Servicer is directly servicing the loan.

“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 4.09 of this Agreement and designated as the “Supplemental Interest Trust,” consisting of the Interest Rate Swap Agreement, the Cap Contracts, the Class IO Interest, the Collateral Account and the Derivative Account. For the avoidance of doubt, the Supplemental Interest Trust does not constitute a part of the Trust Fund.

“Supplemental Interest Trust Trustee”: Deutsche Bank National Trust Company, or its successor in interest, or any successor trustee appointed as herein provided.

“Swap LIBOR”: LIBOR as determined pursuant to each Interest Rate Swap Agreement.

“Swap Optional Termination Payment”: As defined in Section 9.01(b) hereof.

“Swap Provider”: The swap provider under the Interest Rate Swap Agreement, and any successor in interest or assign. Initially, the Swap Provider shall be Xxxxxx Brothers Special Financing Inc.

“Swap Provider Trigger Event”: With respect to any Distribution Date, (i) an Event of Default under the Interest Rate Swap Agreement with respect to which the Swap Provider is a Defaulting Party, (ii) a Termination Event under the related Interest Rate Swap Agreement with respect to which the Swap Provider is the sole Affected Party, or (iii) an Additional Termination Event under the Interest Rate 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 Interest Rate Swap Agreement, the payment to be made by the Supplemental Interest Trust to the Swap Provider or by the Swap Provider to the Supplemental Interest Trust, as applicable, pursuant to the terms of the Interest Rate Swap Agreement.

“Tax Matters Person”: The person designated as “tax matters person” in the manner provided under Treasury Regulation Sections 1.860F-4(d) and 301.6231(a)(7)-1T. The Holder of the greatest Percentage Interest in a class of Residual Interests in a REMIC shall be the Tax Matters Person for the related REMIC. The Trustee, or any successor thereto or assignee thereof, shall serve as tax administrator hereunder and as agent for the related Tax Matters Person.

“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.

“Transferee Affidavit and Agreement”: As defined in Section 5.02(e)(i)(B).

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

“Transferor Affidavit”: As defined in Section 5.02(e)(i)(B).

“Trigger Event”: A Trigger Event is in effect with respect to any Distribution Date with respect to the Mortgage Loans if:

(1) the average three-month rolling percentage obtained by dividing (x) Aggregate Stated 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) by (y) the Aggregate Stated Principal Balance of the Mortgage Loans, in each case, as of the last day of the previous calendar month, exceeds 42.00% multiplied by the Credit Enhancement Percentage; or

(2) the cumulative amount of Realized Losses incurred on the mortgage loans from the Cut-off Date through the end of the calendar month immediately preceding such Distribution Date divided by the Cut-off Date Balance of the mortgage loans exceeds (i) 0.25% with respect to the Distribution Date occurring in May 2009, plus an additional 1/12th of 0.45% for each month thereafter up to and including the Distribution Date in April 2010, (ii) 0.70% with respect to the Distribution Date occurring in May 2010, plus an additional 1/12th of 0.55% for each month thereafter up to and including the Distribution Date in April 2011, (iii) 1.25% with respect to the Distribution Date occurring in May 2011, plus an additional 1/12th of 0.50% for each month thereafter up to and including the Distribution Date in April 2012, (iv) 1.75% with respect to the Distribution Date occurring in May 2012, plus an additional 1/12th of 0.30% for each month thereafter up to and including the Distribution Date in April 2013 and (v) 2.05% with respect to the Distribution Date occurring in May 2013 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.

“Trust Fund”: REMIC 1, REMIC 2, REMIC 3, the Net WAC Shortfall Reserve Fund, the Pre-Funding Account, the Interest Coverage Account, the Class M Interest Reserve Fund and Master Servicer Prepayment Charge Payment Amounts.

“Trustee”: Deutsche Bank National Trust Company, or its successor in interest, or any successor trustee appointed as herein provided.

“Trustee Fee”: The fee payable to the Trustee on each Distribution Date for its services as Trustee hereunder, in an amount equal to one-twelfth of the Trustee Fee Rate multiplied by the aggregate Stated Principal Balance of the Mortgage Loans as of the Due Date in the month preceding the month of such Distribution Date (after giving effect to Principal Prepayments in the Prepayment Period related to that prior Due Date).

“Trustee Fee Rate”: 0.0025% per annum.

“Uncertificated Accrued Interest”: With respect to each 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 or Uncertificated Notional Amount of such 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 REMIC Regular Interests as set forth in Section 1.03).

“Uncertificated Notional Balance”: With respect to REMIC 2 Regular Interest IO and each Distribution Date listed below, the aggregate Uncertificated Principal Balance of the REMIC 1 Regular Interests ending with the designation “A” listed below:

Distribution Date	REMIC 1 Regular Interests
1	1-1-A through 1-60-A
2	1-2-A through 1-60-A
3	1-3-A through 1-60-A
4	1-4-A through 1-60-A
5	1-5-A through 1-60-A
6	1-6-A through 1-60-A
7	1-7-A through 1-60-A
8	1-8-A through 1-60-A
9	1-9-A through 1-60-A
10	1-10-A through 1-60-A
11	1-11-A through 1-60-A
12	1-12-A through 1-60-A
13	1-13-A through 1-60-A
14	1-14-A through 1-60-A
15	1-15-A through 1-60-A
16	1-16-A through 1-60-A
17	1-17-A through 1-60-A
18	1-18-A through 1-60-A
19	1-19-A through 1-60-A
20	1-20-A through 1-60-A
21	1-21-A through 1-60-A
22	1-22-A through 1-60-A
23	1-23-A through 1-60-A
24	1-24-A through 1-60-A
25	1-25-A through 1-60-A
26	1-26-A through 1-60-A
27	1-27-A through 1-60-A
28	1-28-A through 1-60-A
29	1-29-A through 1-60-A
30	1-30-A through 1-60-A
31	1-31-A through 1-60-A
32	1-32-A through 1-60-A
33	1-33-A through 1-60-A
34	1-34-A through 1-60-A
35	1-35-A through 1-60-A
36	1-36-A through 1-60-A
37	1-37-A through 1-60-A
38	1-38-A through 1-60-A
39	1-39-A through 1-60-A
40	1-40-A through 1-60-A
41	1-41-A through 1-60-A
42	1-42-A through 1-60-A
43	1-43-A through 1-60-A
44	1-44-A through 1-60-A
45	1-45-A through 1-60-A
46	1-46-A through 1-60-A
47	1-47-A through 1-60-A
48	1-48-A through 1-60-A
49	1-49-A through 1-60-A
50	1-50-A through 1-60-A
51	1-51-A through 1-60-A
52	1-52-A through 1-60-A
53	1-53-A through 1-60-A
54	1-54-A through 1-60-A
55	1-55-A through 1-60-A
56	1-56-A through 1-60-A
57	1-57-A through 1-60-A
58	1-58-A through 1-60-A
59	1-59-A through 1-60-A
60	1-60-A
thereafter	$0.00

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

“Uncertificated Pass-Through Rate”: The Uncertificated REMIC 1 Pass-Through Rate or Uncertificated REMIC 2 Pass-Through Rate.

“Uncertificated Principal Balance”: With respect to each REMIC Regular Interest, the principal amount of such REMIC Regular Interest outstanding as of any date of determination. As of the Closing Date, the Uncertificated Principal Balance of each 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 REMIC Regular Interest shall be reduced by all distributions of principal made on such 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(b)(ii). The Uncertificated Principal Balance of each REMIC Regular Interest shall never be less than zero.

“Uncertificated REMIC 1 Pass-Through Rate”: With respect to REMIC 1 Regular Interests P and OC and any Distribution Date, 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.

With respect to each REMIC 1 Regular Interest ending with the designation “A” and any Distribution Date, 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 multiplied by 2, subject to a maximum rate equal to 2 multiplied by the per annum fixed rate set forth in the Interest Rate Swap Agreement to be used in determining the Net Swap Payment under such agreement for such Distribution Date.

With respect to each REMIC 1 Regular Interest ending with the designation “B” and any Distribution Date, a per annum rate equal to the greater of (x) the excess of (1) 2 multiplied by 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 (2) 2 multiplied by the per annum fixed rate set forth in the Interest Rate Swap Agreement to be used in determining the Net Swap Payment under such agreement for such Distribution Date, and (y) 0.00%.

“Uncertificated REMIC 2 Pass-Through Rate”: With respect to each REMIC 2 Regular Interest (other than REMIC 2 Regular Interest IO) and any Distribution Date, a per annum rate equal to the weighted average of (i) the Uncertificated REMIC 1 Pass-Through Rates for the REMIC 1 Regular Interests ending with the designation “B”, REMIC 1 Regular Interest P and REMIC 1 Regular Interest OC for such Distribution Date, and (ii) the rates listed below for the REMIC 1 Regular Interests ending with the designation “A” for such Distribution Date, in each case weighted on the basis of the Uncertificated Principal Balances of each such REMIC 1 Regular Interest for such Distribution Date:

Distribution Date	REMIC 1 Regular Interest	Rate
1	1-1-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
2	1-2-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A	Uncertificated REMIC 1 Pass-Through Rate
3	1-3-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-2-A	Uncertificated REMIC 1 Pass-Through Rate
4	1-4-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-3-A	Uncertificated REMIC 1 Pass-Through Rate
5	1-5-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-4-A	Uncertificated REMIC 1 Pass-Through Rate
6	1-6-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-5-A	Uncertificated REMIC 1 Pass-Through Rate
7	1-7-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-6-A	Uncertificated REMIC 1 Pass-Through Rate
8	1-8-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-7-A	Uncertificated REMIC 1 Pass-Through Rate
9	1-9-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-8-A	Uncertificated REMIC 1 Pass-Through Rate
10	1-10-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-9-A	Uncertificated REMIC 1 Pass-Through Rate
11	1-11-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-10-A	Uncertificated REMIC 1 Pass-Through Rate
12	1-12-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-11-A	Uncertificated REMIC 1 Pass-Through Rate

Distribution Date	REMIC 1 Regular Interest	Rate
13	1-13-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-12-A	Uncertificated REMIC 1 Pass-Through Rate
14	1-14-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-13-A	Uncertificated REMIC 1 Pass-Through Rate
15	1-15-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-14-A	Uncertificated REMIC 1 Pass-Through Rate
16	1-16-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-15-A	Uncertificated REMIC 1 Pass-Through Rate
17	1-17-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-16-A	Uncertificated REMIC 1 Pass-Through Rate
18	1-18-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-17-A	Uncertificated REMIC 1 Pass-Through Rate
19	1-19-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-18-A	Uncertificated REMIC 1 Pass-Through Rate
20	1-20-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-19-A	Uncertificated REMIC 1 Pass-Through Rate
21	1-21-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-20-A	Uncertificated REMIC 1 Pass-Through Rate
22	1-22-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-21-A	Uncertificated REMIC 1 Pass-Through Rate
23	1-23-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-22-A	Uncertificated REMIC 1 Pass-Through Rate
24	1-24-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-23-A	Uncertificated REMIC 1 Pass-Through Rate
25	1-25-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-24-A	Uncertificated REMIC 1 Pass-Through Rate
26	1-26-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-25-A	Uncertificated REMIC 1 Pass-Through Rate
27	1-27-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-26-A	Uncertificated REMIC 1 Pass-Through Rate
28	1-28-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-27-A	Uncertificated REMIC 1 Pass-Through Rate
29	1-29-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-28-A	Uncertificated REMIC 1 Pass-Through Rate
30	1-30-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-29-A	Uncertificated REMIC 1 Pass-Through Rate
31	1-31-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-30-A	Uncertificated REMIC 1 Pass-Through Rate
32	1-32-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-31-A	Uncertificated REMIC 1 Pass-Through Rate

Distribution Date	REMIC 1 Regular Interest	Rate
33	1-33-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-32-A	Uncertificated REMIC 1 Pass-Through Rate
34	1-34-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-33-A	Uncertificated REMIC 1 Pass-Through Rate
35	1-35-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-34-A	Uncertificated REMIC 1 Pass-Through Rate
36	1-36-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-35-A	Uncertificated REMIC 1 Pass-Through Rate
37	1-37-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-36-A	Uncertificated REMIC 1 Pass-Through Rate
38	1-38-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-37-A	Uncertificated REMIC 1 Pass-Through Rate
39	1-39-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-38-A	Uncertificated REMIC 1 Pass-Through Rate
40	1-40-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-39-A	Uncertificated REMIC 1 Pass-Through Rate
41	1-41-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-40-A	Uncertificated REMIC 1 Pass-Through Rate
42	1-42-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-41-A	Uncertificated REMIC 1 Pass-Through Rate
43	1-43-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-42-A	Uncertificated REMIC 1 Pass-Through Rate
44	1-44-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-43-A	Uncertificated REMIC 1 Pass-Through Rate
45	1-45-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-44-A	Uncertificated REMIC 1 Pass-Through Rate
46	1-46-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-45-A	Uncertificated REMIC 1 Pass-Through Rate
47	1-47-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-46-A	Uncertificated REMIC 1 Pass-Through Rate
48	1-48-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-47-A	Uncertificated REMIC 1 Pass-Through Rate
49	1-49-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-48-A	Uncertificated REMIC 1 Pass-Through Rate
50	1-50-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-49-A	Uncertificated REMIC 1 Pass-Through Rate
51	1-51-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-50-A	Uncertificated REMIC 1 Pass-Through Rate
52	1-52-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-51-A	Uncertificated REMIC 1 Pass-Through Rate

Distribution Date	REMIC 1 Regular Interest	Rate
53	1-53-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-52-A	Uncertificated REMIC 1 Pass-Through Rate
54	1-54-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-53-A	Uncertificated REMIC 1 Pass-Through Rate
55	1-55-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-54-A	Uncertificated REMIC 1 Pass-Through Rate
56	1-56-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-55-A	Uncertificated REMIC 1 Pass-Through Rate
57	1-57-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-56-A	Uncertificated REMIC 1 Pass-Through Rate
58	1-58-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-57-A	Uncertificated REMIC 1 Pass-Through Rate
59	1-59-A through 1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-58-A	Uncertificated REMIC 1 Pass-Through Rate
60	1-60-A	2 multiplied by Swap LIBOR, subject to a maximum rate of Uncertificated REMIC 1 Pass-Through Rate
	1-1-A through 1-59-A	Uncertificated REMIC 1 Pass-Through Rate
thereafter	1-1-A through 1-60-A	Uncertificated REMIC 1 Pass-Through Rate

With respect to REMIC 2 Regular Interest IO and any Distribution Date, a per annum rate equal to the excess of (i) the weighted average of the Uncertificated REMIC 1 Pass-Through Rates for the REMIC 1 Regular Interests ending with the designation “A” for such Distribution Date over (ii) the weighted average of 2 multiplied by Swap LIBOR on the REMIC 1 Regular Interests ending with the designation “A”, subject to a maximum rate of the Uncertificated REMIC 1 Pass-Through Rate for each such REMIC 1 Regular Interest for such Distribution Date, in each case, weighted on the basis of the Uncertificated Principal Balances of each such REMIC 1 Regular Interest for such Distribution Date.

“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 Class A, Class M and Class B Certificates and any Distribution Date, the amount, if any, by which (a) the sum of (1) the Monthly Interest Distributable Amount for such Class for such Distribution Date and (2) the outstanding Unpaid Interest Shortfall Amount, if any, for such Class for the immediately 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 Distribution Date, plus interest on the amount of Unpaid Interest Shortfall Amount due but not paid on such Class on the immediately 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 Class A Certificates and Subordinate 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 Reuters Screen LIBOR01 as of 11:00 a.m., London time, on such LIBOR Rate Adjustment Date. “Reuters Screen LIBOR01” means the display designated as such by Reuters Monitor Money Rates Services. 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 Class A Certificates and Subordinate 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. 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 Class A Certificates and Subordinate 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 Class A Certificates and Subordinate 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 the Monthly Interest Distributable Amount for the Class A Certificates, the Subordinate Certificates and the Class C Certificates 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 first, to the Class C Certificates, based on, and to the extent of, one month's interest at the then applicable Pass-Through Rate on the Notional Balance of such Certificates and, thereafter, among the Class A, Class M and Class B Certificates on a pro rata basis, based on, and to the extent of, one month's interest at the then applicable respective Pass-Through Rates on the respective Certificate Principal Balances of each such Certificate.

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 the Mortgage Loans shall be allocated first, to REMIC 1 Regular Interests ending with the designation “B” and REMIC 1 Regular Interests P and OC, 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 (other than REMIC 2 Regular Interest IO) 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 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, each REMIC 2 Regular Interest for which a Class A, Class B, Class M or Class P Certificate is the Corresponding Certificate 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 Balances of each such REMIC 2 Regular Interest.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01.

Conveyance of Mortgage Loans.

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

In connection with such transfer and assignment, the Depositor has caused the Sponsor to deliver to, and deposit with the Trustee, as described in the Mortgage Loan Purchase Agreement, with respect to each Mortgage Loan, and the Depositor has caused the Sponsor to deliver to, and deposit with the Trustee, as described in accordance with Section 2.07, with respect to each Subsequent Mortgage Loan, the following documents or instruments:

(i) the original Mortgage Note endorsed without recourse, “Deutsche Bank National Trust Company, as trustee under the Pooling and Servicing Agreement relating to Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2007-3” with all intervening endorsements showing an unbroken chain of endorsements from the originator to the Person endorsing it to the Trustee or, with respect to any Mortgage Loan as to which the original Mortgage Note has been permanently lost or destroyed and has not been replaced, a Lost Note Affidavit;

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

(iii) unless the Mortgage Loan is registered on the MERS® System, a duly executed original Assignment of the Mortgage, without recourse, in recordable form to Deutsche Bank National Trust Company, as trustee,” or to “Deutsche Bank National Trust Company, as trustee for holders of Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2007-3”;

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

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

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

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

The Sponsor is obligated as described in the Mortgage Loan Purchase Agreement, with respect to the Mortgage Loans, and in accordance with Section 2.07 and the Subsequent Mortgage Loan Purchase Agreement, with respect to the Subsequent Mortgage Loans, to deliver to the Trustee: (a) either the original recorded Mortgage, or in the event such original cannot be delivered by the Sponsor, a copy of such Mortgage certified as true and complete by the appropriate recording office, in those instances where a copy thereof certified by the Sponsor was delivered to the Trustee pursuant to clause (ii) above; and (b) either the original intervening Assignments, if any, of the Mortgage, with evidence of recording thereon, showing an unbroken chain of assignment from the originator to the Sponsor, or in the event such original cannot be delivered by the Sponsor, a copy of such intervening Assignments, if any, certified as true and complete by the appropriate recording office, in those instances where copies thereof certified by the Sponsor were delivered to the Trustee pursuant to clause (iv) above. However, pursuant to the Mortgage Loan Purchase Agreement with respect to the Initial Mortgage Loans and pursuant to Section 2.07 and the Subsequent Mortgage Loan Purchase Agreement with respect to the Subsequent Mortgage Loans, the Sponsor need not cause to be recorded any assignment in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Sponsor to the Trustee, the Certificate Insurer and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan; provided, however, notwithstanding the delivery of any Opinion of Counsel, each assignment shall be submitted for recording by the Sponsor in the manner described above, at no expense to the Trust or the Trustee, upon the earliest to occur of: (i) direction by the Holders of Certificates evidencing at least 25% of the Voting Rights or the Certificate Insurer, (ii) the occurrence of a Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Sponsor, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Sponsor is not the Master Servicer and with respect to any one assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage.

Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage after it has been recorded, the Sponsor shall be deemed to have satisfied its obligations hereunder upon delivery to the Trustee 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 Trustee because of any defect therein, the Sponsor is required, as described in the Mortgage Loan Purchase Agreement with respect to the Initial Mortgage Loans, and as described in the Subsequent Mortgage Loan Purchase Agreement and in accordance with Section 2.07, with respect to the Subsequent Mortgage Loans, to prepare a substitute Assignment or cure such defect, as the case may be, and the Sponsor shall cause such Assignment to be recorded in accordance with this section.

The Sponsor is required as described in the Mortgage Loan Purchase Agreement with respect to the Initial Mortgage Loans, and as described in the Subsequent Mortgage Loan Purchase Agreement and in accordance with Section 2.07, with respect to the Subsequent Mortgage Loans, to exercise its best reasonable efforts to deliver or cause to be delivered to the Trustee within 120 days of the Closing Date or related Subsequent Transfer Date, with respect to the Mortgage Loans, the original or a photocopy of the title insurance policy with respect to each such Mortgage Loan assigned to the Trustee pursuant to this Section 2.01.

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

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

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

It is intended that the conveyance of the Mortgage Loans by the Depositor to the Trustee as provided in this Section 2.01 be, and be construed as, a sale of the Mortgage Loans as provided for in this Section 2.01 by the Depositor to the Trustee for the benefit of the Certificateholders and the Certificate Insurer. It is, further, not intended that such conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Mortgage Loans are held to be property of the Depositor, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then it is intended that, (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyance provided for in this Section 2.01 shall be deemed to be (1) a grant by the Depositor to the Trustee of a security interest in all of the Depositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquir

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IMPAC SECURED ASSETS CORP., Depositor, IMPAC FUNDING CORPORATION Master Servicer, and DEUTSCHE BANK NATIONAL TRUST COMPANY Trustee POOLING AND SERVICING AGREEMENT Dated as of April 1, 2007 Mortgage Pass-Through Certificates Series 2007-3