IMPAC SECURED ASSETS CORP.,
Company,
IMPAC FUNDING CORPORATION
Master Servicer,
and
WELLS FARGO BANK, N.A.
Trustee
POOLING AND SERVICING
AGREEMENT
Dated as of June 1, 2005
________________________
Mortgage Pass-Through
Certificates
Series 2005-1
TABLE OF CONTENTS
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ARTICLE I DEFINITIONS
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|
Section 1.01.
Defined Terms.
|
|
Accrual Period
|
|
Accrued Certificate
Interest
|
|
Adjustment Date
|
|
Advance
|
|
Affiliate
|
|
Aggregate Stated Principal
Balance
|
|
Aggregate Subordinate
Percentage
|
|
Agreement
|
|
Allocable Share
|
|
Allocated Realized Loss
Amount
|
|
Assignment
|
|
Available Funds
|
|
Bankruptcy Code
|
|
Basis Risk Shortfall
Amount
|
|
Basis Risk Shortfall Reserve
Fund
|
|
Book-Entry Certificate
|
|
Business Day
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|
Cash Liquidation
|
|
Certificate
|
|
Certificate Account
|
|
Certificate Account Deposit
Date
|
|
Certificateholder
|
|
Certificate Margin
|
|
Certificate Owner
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|
Certificate Principal
Balance
|
|
Certificate Register
|
|
Class
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|
Class 1-A Certificates
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|
Class 3-A Certificates
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|
Class 5-A Certificates
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|
Class 5-A-X-1
Component
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|
Class 5-A-X-2
Component
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|
Class 5-A-X-3
Component
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Class 5-A-X-4
Component
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|
Class 5-A-X-5
Component
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|
Class 5-A-X-6
Component
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|
Class 5-A-X-7
Component
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|
Class 5-A Net WAC Rate
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|
Class A Certificate
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|
Class B Certificate
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|
Class Prepayment Distribution
Trigger
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|
Class R Certificate
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|
Class R-1 Interest
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Class R-2 Interest
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Class R-3 Interest
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|
Closing Date
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|
Code
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Collateral Value
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|
Commission
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|
Company
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Compensating Interest
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|
Corporate Trust Office
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Corresponding
Certificates
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|
Corridor Contract
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|
Corridor Contract Payment
Amount
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|
Corridor Contract
Provider
|
|
Countrywide
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|
Countrywide Mortgage
Loans
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|
CPR
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|
Credit Score
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|
Cross-over Date
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|
Custodial Account
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|
Custodial Agreement
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|
Custodian
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|
Cut-off Date
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|
Cut-off Date Balance
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|
Defaulted Mortgage
Loan
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|
Deficient Valuation
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|
Definitive Certificate
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|
Deleted Mortgage Loan
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Depository
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Depository Participant
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Determination Date
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Disqualified
Organization
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Distribution Date
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Due Date
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Due Period
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Eligible Account
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ERISA
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Event of Default
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Excess Proceeds
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Exchange Act
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Exemption
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Fannie Mae
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|
FDIC
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|
Final Disposition
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|
Final Scheduled Distribution
Date
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|
Freddie Mac
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|
GMAC
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|
GMAC Mortgage Loans
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|
Gross Margin
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|
Group 1, Group 2, Group 3, Group
4 or Group 5 Available Funds
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|
Group 1 Loan
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Group 2 Loan
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|
Group 2 Senior
Certificates
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|
Group 3 Loan
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|
Group 3 Senior
Certificates
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|
Group 4 Loan
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|
Group 4 Senior
Certificates
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|
Group 5 Loan
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|
Group 5 Senior
Certificates
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|
Impac Holdings
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|
Index
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|
Initial Certificate Principal
Balance
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Initial Subservicer
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Insurance Policy
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|
Insurance Proceeds
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IRS
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Late Collections
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LIBOR
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|
LIBOR Business Day
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|
LIBOR Determination
Date
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Liquidated Mortgage
Loan
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Liquidation Proceeds
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|
Loan-to-Value Ratio
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|
Loan Group
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Loan Group 1
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Loan Group 2
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Loan Group 3
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Loan Group 4
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Loan Group 5
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Lost Note Affidavit
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|
Master Servicer
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|
Master Servicer Prepayment Charge
Payment Amount
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|
Master Servicing Fee
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|
Master Servicing Fee
Rate
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|
MERS
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|
MERS® System
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|
MIN
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|
MOM Loan
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Monthly Payment
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Monthly Strike Rate
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|
Moody’s
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|
Mortgage
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|
Mortgage File
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|
Mortgage Loan
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|
Mortgage Loan Purchase
Agreement
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|
Mortgage Loan Schedule
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|
Mortgage Note
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|
Mortgage Rate
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|
Mortgaged Property
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|
Mortgagor
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|
Net Interest Shortfall
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Net Liquidation
Proceeds
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Net Mortgage Rate
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Nonrecoverable Advance
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|
Non-United States
Person
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Notional Amount
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Offered Certificates
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|
Offered Subordinate
Certificates
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|
Officers’
Certificate
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OID Regulations
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One Month LIBOR
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|
Opinion of Counsel
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Optional Termination
Date
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Original Subordinate Principal
Balance
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OTS
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Outstanding Mortgage
Loan
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Ownership Interest
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|
P&I Advance
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Pass-Through Rate
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|
Percentage Interest
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|
Permitted Investment
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Permitted Transferee
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|
Person
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Plan
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Plan Assets
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PMI Insurer
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PMI Insurer Policy
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|
PMI Mortgage Loans
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|
PMI Insurer Fee Rate
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|
Prepayment Assumption
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Prepayment Charge
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|
Prepayment Interest
Excess
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Prepayment Interest
Shortfall
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|
Prepayment Period
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|
Primary Hazard Insurance
Policy
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|
Primary Insurance
Policy
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Principal Prepayment
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Principal Prepayment in
Full
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Principal Remittance
Amount
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Prospectus Supplement
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|
Purchase Price
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Qualified Insurer
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|
Qualified Substitute Mortgage
Loan
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|
Radian
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|
Rating Agency
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Realized Loss
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Record Date
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Reference Banks
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Regular Certificate
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Relief Act
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Relief Act Interest
Shortfall
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REMIC
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REMIC Regular Interest
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REMIC 1
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REMIC 1 Regular Interest
1-SUB
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REMIC 1 Regular Interest
1-GRP
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REMIC 1 Regular Interest
2-SUB
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|
REMIC 1 Regular Interest
2-GRP
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|
REMIC 1 Regular Interest
3-SUB
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|
REMIC 1 Regular Interest
3-GRP
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|
REMIC 1 Regular Interest
4-SUB
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|
REMIC 1 Regular Interest
4-GRP
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|
REMIC 1 Regular Interest
5-SUB
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|
REMIC 1 Regular Interest
5-GRP
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|
REMIC 1 Regular Interest
ZZZ
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REMIC 1 Regular
Interests
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|
REMIC 1 Subordinated Balance
Ratio
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REMIC 2
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|
REMIC 2 Regular
Interests
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|
REMIC 2 Regular Interest
1-A-1
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REMIC 2 Regular Interest
2-A
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REMIC 2 Regular Interest
3-A-1
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REMIC 2 Regular Interest
4-A
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REMIC 2 Regular Interest
5-A-1
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REMIC 2 Regular Interest
5-A-2
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|
REMIC 2 Regular Interest
5-A-3
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|
REMIC 2 Regular Interest
5-A-4
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|
REMIC 2 Regular Interest
5-A-5
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REMIC 2 Regular Interest
5-A-6
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|
REMIC 2 Regular Interest
5-A-7
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|
REMIC 2 Regular Interest
R-III
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REMIC 2 Regular Interest
B-1
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REMIC 2 Regular Interest
B-2
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REMIC 2 Regular Interest
B-3
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REMIC 2 Regular Interest
B-4
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|
REMIC 2 Regular Interest
B-5
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REMIC 2 Regular Interest
B-6
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REMIC 3
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|
REMIC 3 Certificate
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|
REMIC 3
Certificateholder
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|
REMIC 3 Regular
Interest
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|
REMIC 3 Regular Interest
Components
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|
REMIC Provisions
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|
REMIC Regular Interest
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|
Remittance Report
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|
REO Acquisition
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REO Disposition
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|
REO Imputed Interest
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|
REO Proceeds
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|
REO Property
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|
Request for Release
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|
Reserve Interest Rate
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|
Residual Interest
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|
Responsible Officer
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|
Rules
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|
Seller
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|
Senior Optimal Principal
Amount
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|
Senior Percentage
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|
Senior Prepayment
Percentage
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Servicing Account
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|
Servicing Advances
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|
Servicing Guide
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Servicing Officer
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|
Single Certificate
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|
Standard &
Poor’s
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Startup Day
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|
Stated Principal
Balance
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Subordinate Certificate Writedown
Amount
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Subordinate
Certificates
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|
Subordinate Optimal Principal
Amount
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Subordinate Percentage
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Subordinate Prepayment
Percentage
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Subsequent Recoveries
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Subservicer
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Sub-Servicer Remittance
Date
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Sub-Servicing Account
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Sub-Servicing
Agreement
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Sub-Servicing Fees
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Sub-Servicing Fee Rate
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Substitution
Adjustment
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Tax Returns
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Transfer
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Transferor
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Trust Fund
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Trustee
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Trustee Fee
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Trustee Fee Rate
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Uncertificated Accrued
Interest
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|
Uncertificated Principal
Balance
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|
Uncertificated REMIC 1
Pass-Through Rate
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Uncertificated REMIC 2
Pass-Through Rate
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Underwriter
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Uninsured Cause
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United States Person
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Voting Rights
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Weighted Average Net Mortgage
Rate
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|
Section 1.02.
Determination of LIBOR.
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|
Section 1.03.
Allocation of Certain Interest
Shortfalls.
|
ARTICLE II CONVEYANCE OF MORTGAGE
LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
|
Section 2.01.
|
Conveyance of Mortgage
Loans.
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|
Section 2.02.
|
Acceptance of the Trust Fund by
the Trustee.
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|
Section 2.03.
|
Representations, Warranties and
Covenants of the Master Servicer and the Company.
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|
Section 2.04.
|
Representations and Warranties of
the Seller.
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Section 2.05.
|
Issuance of
Certificates.
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ARTICLE III ADMINISTRATION AND
SERVICING OF THE TRUST FUND
|
Section 3.01.
|
Master Servicer to Act as Master
Servicer.
|
|
Section 3.02.
|
Subservicing Agreements Between
Master Servicer and Subservicers.
|
|
Section 3.03.
|
Successor
Subservicers.
|
|
Section 3.04.
|
Liability of the Master
Servicer.
|
|
Section 3.05.
|
No Contractual Relationship
Between Subservicers and Trustee or Certificateholders.
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Section 3.06.
|
Assumption or Termination of
Subservicing Agreements by Trustee.
|
|
Section 3.07.
|
Collection of Certain Mortgage
Loan Payments.
|
|
Section 3.08.
|
Subservicing Accounts.
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|
Section 3.09.
|
Collection of Taxes, Assessments
and Similar Items; Servicing Accounts.
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Section 3.10.
|
Custodial Account.
|
|
Section 3.11.
|
Permitted Withdrawals From the
Custodial Account.
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|
Section 3.12.
|
Permitted Investments.
|
|
Section 3.13.
|
Maintenance of Primary Hazard
Insurance.
|
|
Section 3.14.
|
Enforcement of Due-on-Sale
Clauses; Assumption Agreements.
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|
Section 3.15.
|
Realization Upon Defaulted
Mortgage Loans.
|
|
Section 3.16.
|
Trustee to Cooperate; Release of
Mortgage Files.
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|
Section 3.17.
|
Servicing
Compensation.
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|
Section 3.18.
|
Maintenance of Certain Servicing
Policies.
|
|
Section 3.19.
|
Annual Statement as to
Compliance.
|
|
Section 3.20.
|
Annual Independent Public
Accountants’ Servicing Statement.
|
|
Section 3.21.
|
Access to Certain
Documentation.
|
|
Section 3.22.
|
Title, Conservation and
Disposition of REO Property.
|
|
Section 3.23.
|
Additional Obligations of the
Master Servicer.
|
|
Section 3.24.
|
Additional Obligations of the
Company.
|
|
Section 3.25.
|
Exchange Act
Reporting.
|
ARTICLE IV PAYMENTS TO
CERTIFICATEHOLDERS
|
Section 4.01.
|
Distributions.
|
|
Section 4.02.
|
Statements to
Certificateholders.
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|
Section 4.03.
|
Remittance Reports; Advances by
the Master Servicer.
|
|
Section 4.04.
|
Distributions on the REMIC
Regular Interests.
|
|
Section 4.05.
|
Allocation of Realized
Losses.
|
|
Section 4.06.
|
Information Reports to Be Filed
by the Master Servicer.
|
|
Section 4.07.
|
Compliance with Withholding
Requirements.
|
|
Section 4.08.
|
Basis Risk Shortfall Reserve
Fund.
|
ARTICLE V THE
CERTIFICATES
|
Section 5.01.
|
The Certificates.
|
|
Section 5.02.
|
Registration of Transfer and
Exchange of Certificates.
|
|
Section 5.03.
|
Mutilated, Destroyed, Lost or
Stolen Certificates.
|
|
Section 5.04.
|
Persons Deemed Owners.
|
|
Section 5.05.
|
Rule 144A Information.
|
ARTICLE VI THE COMPANY AND THE
MASTER SERVICER
|
Section 6.01.
|
Liability of the Company and the
Master Servicer.
|
|
Section 6.02.
|
Merger, Consolidation or
Conversion of the Company or the Master Servicer.
|
|
Section 6.03.
|
Limitation on Liability of the
Company, the Master Servicer and Others.
|
|
Section 6.04.
|
Limitation on Resignation of the
Master Servicer.
|
|
Section 6.05.
|
Sale and Assignment of Master
Servicing.
|
ARTICLE VII DEFAULT
|
Section 7.01.
|
Events of Default.
|
|
Section 7.02.
|
Trustee to Act; Appointment of
Successor.
|
|
Section 7.03.
|
Notification to
Certificateholders.
|
|
Section 7.04.
|
Waiver of Events of
Default.
|
|
Section 7.05.
|
List of
Certificateholders.
|
ARTICLE VIII CONCERNING THE
TRUSTEE
|
Section 8.01.
|
Duties of Trustee.
|
|
Section 8.02.
|
Certain Matters Affecting the
Trustee.
|
|
Section 8.03.
|
Trustee Not Liable for
Certificates or Mortgage Loans.
|
|
Section 8.04.
|
Trustee May Own
Certificates.
|
|
Section 8.05.
|
Trustee’s Fees.
|
|
Section 8.06.
|
Eligibility Requirements for
Trustee.
|
|
Section 8.07.
|
Resignation and Removal of the
Trustee.
|
|
Section 8.08.
|
Successor Trustee.
|
|
Section 8.09.
|
Merger or Consolidation of
Trustee.
|
|
Section 8.10.
|
Appointment of Co-Trustee or
Separate Trustee.
|
ARTICLE IX TERMINATION
|
Section 9.01.
|
Termination Upon Repurchase or
Liquidation of All Mortgage Loans or upon Purchase of
Certificates.
|
|
Section 9.02.
|
Termination of REMIC
2.
|
|
Section 9.03.
|
Additional Termination
Requirements.
|
ARTICLE X REMIC
PROVISIONS
|
Section 10.01.
|
REMIC Administration.
|
|
Section 10.02.
|
Prohibited Transactions and
Activities.
|
|
Section 10.03.
|
Master Servicer and Trustee
Indemnification.
|
ARTICLE XI MISCELLANEOUS
PROVISIONS
|
Section 11.01.
|
Amendment.
|
|
Section 11.02.
|
Recordation of Agreement;
Counterparts.
|
|
Section 11.03.
|
Limitation on Rights of
Certificateholders.
|
|
Section 11.04.
|
Governing Law.
|
|
Section 11.05.
|
Notices.
|
|
Section 11.06.
|
Severability of
Provisions.
|
|
Section 11.07.
|
Successors and
Assigns.
|
|
Section 11.08.
|
Article and Section
Headings.
|
|
Section 11.09.
|
Notice to Rating
Agencies.
|
Signatures
Acknowledgments
|
Exhibit A
|
Form of Class A Certificate
|
|
Exhibit B-1
|
Form of Class B Certificate
|
|
Exhibit B-2
|
Form of Class R-I Certificate
|
|
Exhibit B-3
|
Form of Class R-II Certificate
|
|
Exhibit B-4
|
Form of Class R-III Certificate
|
|
Exhibit C
|
Form of Custodian Initial
Certification
|
|
Exhibit D
|
Form of Custodian Final Certification
|
|
Exhibit E
|
Form of Remittance Report
|
|
Exhibit F-1
|
Request for Release
|
|
Exhibit F-2
|
Request for Release for Mortgage Loans Paid in
Full
|
|
Exhibit G-1
|
Form of Investor Representation
Letter
|
|
Exhibit G-2
|
Form of Transferor Representation
Letter
|
|
Exhibit G-3
|
Form of Rule 144A Investment
Representation
|
|
Exhibit G-4
|
Transferor Certificate for Transfers of Residual
Certificates
|
|
Exhibit G-5
|
Transfer Affidavit and Agreement for Transfers
of Residual Certificates
|
|
Exhibit H
|
Mortgage Loan Schedule
|
|
Exhibit I
|
Seller Representations and Warranties
|
|
Exhibit J
|
Form of Notice Under Section 3.24
|
|
Exhibit K
|
Impac Funding Corporation Servicing
Guide
|
|
Exhibit L-1
|
Form 10-K Certification
|
|
Exhibit L-2
|
Form 10-K Back-up Certification (Master
Servicer)
|
|
Exhibit L-3
|
Form 10-K Back-up Certification
(Trustee)
|
This Pooling and Servicing
Agreement, dated and effective as of June 1, 2005, is entered into
among Impac Secured Assets Corp., as company (the
“Company”), Impac Funding Corporation, as master
servicer (the “Master Servicer”), and Wells Fargo Bank,
N.A., as trustee (the “Trustee”).
PRELIMINARY STATEMENT:
The Company intends to sell
pass-through certificates (collectively, the
“Certificates”), to be issued hereunder in multiple
Classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust Fund created hereunder. The
Certificates will consist of twenty-three Classes of Certificates,
designated as the Class 1-A-1, Class 1-A-X, Class 2-A, Class 3-A-1,
Class 3-A-X, Class 4-A, Class 5-A-1, Class 5-A-2, Class 5-A-3,
Class 5-A-4, Class 5-A-5, Class 5-A-6, Class 5-A-7, Class 5-A-X,
Class R-I, Class R-II, Class R-III, Class B-1, Class B-2, Class
B-3, Class B-4, Class B-5 and Class B-6 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 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-I Certificates will be the sole Class of
“residual interests” in REMIC 1 for purposes of the
REMIC Provisions (as defined herein). None of the REMIC 1 Regular
Interests will be certificated. The following table irrevocably
sets forth the designation, Uncertificated REMIC 1 Pass-Through
Rate and initial Uncertificate Principal Balance for each of the
“regular interests” in REMIC 1 created
hereunder:
|
REMIC 1 Regular
Interests
|
|
|
