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IMPAC SECURED ASSETS CORP.,

Company,

IMPAC FUNDING CORPORATION

Master Servicer,

and

WELLS FARGO BANK, N.A.

Trustee

POOLING AND SERVICING AGREEMENT

DATED AS OF DECEMBER 1, 2005

MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 2005-2

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.01. Defined Terms.

Section 1.02. Determination of LIBOR.

Section 1.03. Allocation of Certain Interest Shortfalls.

ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;

Section 2.01.	Conveyance of Mortgage Loans.
Section 2.02.	Acceptance of the Trust Fund by the Trustee.
Section 2.03.	Representations, Warranties and Covenants of the Master Servicer and the Company.
Section 2.04.	Representations and Warranties of the Seller.
Section 2.05.	Issuance of Certificates; Conveyance of REMIC 1 Regular Interests and Acceptance of REMIC 2 by the Trustee.
Section 2.06.	Conveyance of Subsequent Mortgage Loans.

ARTICLE III

ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01.	Master Servicer to Act as Master Servicer.
Section 3.02.	Sub-Servicing Agreements Between Master Servicer and Sub-Servicers.
Section 3.03.	Successor Sub-Servicers.
Section 3.04.	Liability of the Master Servicer.
Section 3.05.	No Contractual Relationship Between Sub-Servicers and Trustee or Certificateholders.
Section 3.06.	Assumption or Termination of Sub-Servicing Agreements by Trustee.
Section 3.07.	Collection of Certain Mortgage Loan Payments.
Section 3.08.	Sub-Servicing Accounts.
Section 3.09.	Collection of Taxes, Assessments and Similar Items; Servicing Accounts.
Section 3.10.	Custodial Account.
Section 3.11.	Permitted Withdrawals From the Custodial Account.
Section 3.12.	Permitted Investments.
Section 3.13.	Maintenance of Primary Hazard Insurance.
Section 3.14.	Enforcement of Due-on-Sale Clauses; Assumption Agreements.
Section 3.15.	Realization Upon Defaulted Mortgage Loans.
Section 3.16.	Trustee to Cooperate; Release of Mortgage Files.
Section 3.17.	Servicing Compensation.
Section 3.18.	Maintenance of Certain Servicing Policies.
Section 3.19.	Annual Statement as to Compliance.
Section 3.20.	Annual Independent Public Accountants? Servicing Statement.
Section 3.21.	Access to Certain Documentation.
Section 3.22.	Title, Conservation and Disposition of REO Property.

Section 3.23.	Additional Obligations of the Master Servicer.
Section 3.24.	Additional Obligations of the Company.
Section 3.25.	Exchange Act Reporting.

ARTICLE IV

PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01.	Distributions.
Section 4.02.	Statements to Certificateholders.
Section 4.03.	Remittance Reports; Advances by the Master Servicer.
Section 4.04.	Distributions on the REMIC 1 Regular Interests.
Section 4.05.	Allocation of Realized Losses.
Section 4.06.	Information Reports to Be Filed by the Master Servicer.
Section 4.07.	Compliance with Withholding Requirements.
Section 4.08.	Net WAC Shortfall Reserve Fund.
Section 4.09.	Pre-Funding Account.

ARTICLE V

THE CERTIFICATES

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

ARTICLE VI

THE COMPANY AND THE MASTER SERVICER

Section 6.01.

Liability of the Company and the Master Servicer.

Section 6.02.

Merger, Consolidation or Conversion of the Company or the Master Servicer.

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