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Document Preview Pooling and Servicing Agreement |
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Title: |
Pooling and Servicing Agreement |
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Entities: |
Cede & Co.; Impac Secured Assets Corp ; Federal National Mortgage Association |
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Date: |
2006 |
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Size: |
Preview shows 15KB of 378KB total |
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Price: |
$57 |
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ID: |
#2093564 |
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Start of Preview |
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[IMPAC SECURED ASSETS CORP.]
Depositor,
[NAME OF MASTER SERVICER]
Master Servicer,
and
[NAME OF TRUSTEE],
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of_____________1, 200_
Mortgage Pass-Through Certificates
Series 200_-__
================================================================================
{PAGE}
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Section 1.01 Defined Terms
Accrued Certificate Interest
Adjustment Date
Advance
Agreement
Anniversary
Assignment
Assignment Agreement
Available Distribution Amount
Bankruptcy Amount
Bankruptcy Code
Bankruptcy Loss
Business Day
Cash Liquidation
Certificate
Certificate Account
Certificate Account Deposit Date
Certificateholder
Holder
Certificate Owner
Certificate Principal Balance
Certificate Register
Closing Date
Code
Collateral Value
Converted Mortgage Loan
Convertible Mortgage Loan
Converting Mortgage Loan
Corporate Trust Office
Custodial Account
Cut-off Date
Debt Service Reduction
Deficient Valuation
Definitive Certificate
Deleted Mortgage Loan
Company
Determination Date
Distribution Date
Due Date
Due Period
Duff & Phelps
Eligible Account
Event of Default
Excess Bankruptcy Loss
Excess Fraud Loss
Excess Special Hazard Loss
Extraordinary Events
Extraordinary Losses
FDIC
FHLMC
Fitch
FNMA
Fraud Losses
Fraud Loss Amount
Funding Date
Gross Margin
Index
ICI Funding Corporation
Initial Certificate Principal Balance
Insurance Policy
Insurance Proceeds
Late Collections
Letter of Credit
Letter of Credit Issuer
Liquidation Proceeds
Loan-to-Value Ratio
Master Servicer
Maximum Interest Rate
Minimum Interest Rate
Monthly Payment
Moody's
Mortgage
Mortgage File
Mortgage Loan
Mortgage Loan Schedule
Mortgage Note
Mortgage Rate
Mortgaged Property
Mortgagor
Net Mortgage Rate
Nonrecoverable Advance
Officers' Certificate
Opinion of Counsel
OTS
Outstanding Mortgage Loan
Ownership Interest
Pass-Through Rate
Percentage Interest
Periodic Cap
Permitted Instrument
Person
Prepayment Assumption
Prepayment Interest Shortfall
Prepayment Period
Primary Hazard Insurance Policy
Primary Mortgage Insurance Policy
Principal Prepayment
Purchase Price
Qualified Insurer
Qualified Substitute Mortgage Loan
Rating Agency
Realized Loss
Record Date
Relief Act
Remittance Report
REO Acquisition
REO Disposition
REO Imputed Interest
REO Proceeds
REO Property
Request for Release
Required Insurance Policy
Responsible Officer
Seller's Warranty Certificate
Servicing Account
Servicing Advances
Servicing Fee
Servicing Fee Rate
Servicing Officer
Single Certificate
Special Hazard Amount
Special Hazard Percentag
Seller
Standard & Poor's
Stated Principal Balance
Sub-Servicer
Sub-Servicer Remittance Date
Sub-Servicing Account
Sub-Servicing Agreement
Tax Returns
Transfer
Transferor
Trust Fund
Trustee
Trustee's Fee
Uninsured Cause
Voting Rights
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
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 Depositor
Section 2.04 Representations and Warranties of the Sponsor; Repurchase and
Substitution
Section 2.05 Issuance of Certificates Evidencing Interests in the Trust
Fund
Section 2.06 Purposes and Powers of the Trust
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 Instruments
Section 3.13 Maintenance of the Letter of Credit, Primary Mortgage Insurance
and 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 Assessments of Compliance and Attestation Reports
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 Depositor
Section 3.25 Converted Mortgage Loans; Purchase Obligations Upon Conversion;
Administration by the Trustee
Section 3.26 Exchange Act Reporting
Section 3.27 Intention of the Parties and Interpretation
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account; Distributions
Section 4.02 Statements to Certificateholders
Section 4.03 Remittance Reports; Advances by the Master Servicer
Section 4.04 Allocation of Realized Losses
Section 4.05 Information Reports to be Filed by the Master Servicer
Section 4.06 The Letter of Credit
Section 4.07 Compliance with Withholding Requirements
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
ARTICLE VI
THE Depositor AND THE MASTER SERVICER
Section 6.01 Liability of the Depositor and the Master Servicer
Section 6.02 Merger, Consolidation or Conversion of the Depositor or the
Master Servicer
Section 6.03 Limitation on Liability of the Depositor, the Master Servicer
and Others
Section 6.04 Limitation on Resignation of the Master Servicer
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
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 Payment of 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
Section 8.11 Information Reports and Tax Returns
ARTICLE IX
TERMINATION
Section 9.01 Termination Upon Repurchase or Liquidation of All Mortgage
Loans
ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Amendment
Section 10.02 Recordation of Agreement; Counterparts
Section 10.03 Limitation on Rights of Certificateholders
Section 10.04 Governing Law
Section 10.05 Notices
Section 10.06 Severability of Provisions
Section 10.07 Successors and Assigns; Third Party Beneficiary
Section 10.08 Article and Section Headings
Section 10.09 Notice to Rating Agencies and Certificateholder
{PAGE}
Signatures
Acknowledgments
Exhibit A Form of A Certificate
Exhibit B Form of Irrevocable Letter of Credit
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 Investor Representation Letter for Insurance Companies
Exhibit H Mortgage Loan Schedule Exhibit I Sponsor 's Warranty
Certificate
Exhibit J Form of Notice Under Section 3.24
Exhibit K Form of Back-Up Certification to Form 10-K Certification
Exhibit L Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit M Form 10-D, Form 8-K and Form 10-K Reporting Responsibility
{PAGE}
This Pooling and Servicing Agreement, effective as of ___________ 1,
200_, among IMPAC SECURED ASSETS CORP., as the depositor (together with its
permitted successors and assigns, the "Depositor"), [NAME OF MASTER SERVICER]
[IMPAC FUNDING CORPORATION], as master servicer (together with its permitted
successors and assigns, the "Master Servicer"), and [NAME OF TRUSTEE], as
trustee (together with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Depositor intends to sell mortgage pass-through certificates (the
"Certificates"), which will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). The Mortgage Loans have an aggregate
Stated Principal Balance as of the Cut-off Date equal to $_____________. The
Mortgage Loans are adjustable rate mortgage loans having terms to maturity at
origination or modification of not more than 30 years.
In consideration of the mutual agreements herein contained, the
Depositor, the Master Servicer and the Trustee agree as follows:
{PAGE}
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.
"Accrued Certificate Interest": With respect to each Distribution Date,
one month's interest accrued at the then applicable Pass-Through Rate on the
Certificate Principal Balance of the Certificates immediately prior to such
Distribution Date. Accrued Certificate Interest will be calculated on the basis
of a 360-day year consisting of twelve 30-day months. In each case Accrued
Certificate Interest on the Certificates will be reduced by the amount of (i)
Prepayment Interest Shortfalls, if any, which are not covered by payments by the
Master Servicer pursuant to Section 3.23 with respect to such Distribution Date,
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