Common use of Adjustable Rate Clause in Contracts

Adjustable Rate. Class M-[1][2][3][4][5][6] Aggregate Initial Certificate [7][8] Principal Balance of the Class M- [1][2][3][4][5][6][7][8] Certificates: $[__________] Date of Pooling and Servicing Initial Certificate Principal Balance Agreement and Cut-off Date: of this Certificate: April 1, 2007 $[__________] First Distribution Date: CUSIP: [__________] May 25, 2007 Master Servicer: Impac Funding Corporation Assumed Final Distribution Date: September 25, 2037 evidencing a percentage interest in any distributions allocable to the Class M-[1][2][3][4][5][6][7][8] Certificates with respect to the Trust Fund consisting primarily of a pool of one- to four-family adjustable-rate first lien and fixed rate first and second lien mortgage loans formed and sold by IMPAC SECURED ASSETS CORP. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Impac Secured Assets Corp., the Master Servicer, the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Impac Secured Assets Corp., the Master Servicer, the Trustee or any of their affiliates. None of the Company, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class M Certificates, both as specified above) in certain distributions with respect to a Trust Fund consisting primarily of a pool of one- to four-family adjustable-rate first lien and fixed rate first and second lien mortgage loans (the “Mortgage Loans”), formed and sold by Impac Secured Assets Corp. (hereinafter called the “Company,” which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among the Company, the Master Servicer and Deutsche Bank National Trust Company, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date”), commencing as described in the Agreement, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), from the Available Funds in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class M-[1][2][3][4][5][6][7][8] Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Trustee or by a Paying Agent appointed by the Trustee either in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Trustee or such Paying Agent at least 5 Business Days prior to the related Record Date, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the “Certificates”). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event the Master Servicer advances funds with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Trustee, the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby and with the consent of the Certificate Insurer. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances with the consent of the Certificate Insurer and without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. Any transferee shall be deemed to have made the representations set forth in Section 5.02(c) of the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer and the Trustee and any agent of the Company, the Master Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The Mortgage Loans are subject to termination in whole, but not in part, by the Master Servicer, on or after the Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 10% of the Cut-of Date balance; provided, however, that no such purchase will be permitted if it would result in a draw on the Certificate Guaranty Insurance Policy, unless the Certificate Insurer consents in writing to such purchase. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

Adjustable Rate. Class M-[1][2][3][4][5][6A-[1][2][3] Aggregate Initial Certificate [7][8] Principal Balance of the Class M- [1][2][3][4][5][6][7][8] Certificates: $[__________] Senior Date of Pooling and Servicing Initial Certificate Principal Balance Agreement and Cut-off Date: Xxxxx 0, 0000 Xxxxxxxxx Initial Certificate Principal Balance of this CertificateCertificate as of the Cut-off Date: April 1, 2007 $[__________] First Distribution Date: April 25, 2006 Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $[__________] Master Servicer and Securities Administrator: LaSalle Bank National Association CUSIP: [_____] Last Scheduled Distribution Date: [__________, __] May 25, 2007 Master Servicer: Impac Funding Corporation Assumed Final Distribution Date: September 25, 2037 evidencing a percentage fractional undivided interest in any the distributions allocable to the Class M-[1][2][3][4][5][6][7][8A-[1][2][3] Certificates with respect to the a Trust Fund consisting primarily of a pool of conventional, closed-end, first and second lien, one- to four-family adjustable-fixed and adjustable interest rate first lien and fixed rate first and second lien mortgage loans formed and sold by IMPAC SECURED ASSETS CORPBEAR XXXXXXX ASSET BACKED SECURITIES I LLC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Impac Secured Assets Corp.Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their affiliatesaffiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality entity or by Impac Secured Assets Corp.Bear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer, the Securities Administrator or the Trustee or any of their affiliatesaffiliates or any other person. None of the CompanyBear Xxxxxxx Asset Backed Securities I LLC, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (obtained by dividing the Initial Certificate Principal Balance “Trust Fund”) generally consisting of this Certificate by the aggregate Initial Certificate Principal Balance of all Class M Certificatesconventional, both as specified above) in certain distributions with respect to a Trust Fund consisting primarily of a pool of one- to fourclosed-family adjustable-rate first lien and fixed rate end, first and second lien lien, subprime, fixed and adjustable rate mortgage loans secured by one- to four- family residences (collectively, the “Mortgage Loans”), formed and ) sold by Impac Secured Assets Corp. Bear Xxxxxxx Asset Backed Securities I LLC (hereinafter called “BSABS I”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) and Master Funding LLC to BSABS I. LaSalle Bank National Association will act as master servicer of the Mortgage Loans (in that capacity, the “CompanyMaster Servicer,” which term includes any successor entity successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to a the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the “Agreement”), among BSABS I, as depositor (the Company“Depositor”), EMC Mortgage Corporation as sponsor (in such capacity, the “Sponsor”) and as company (in such capacity, the “Company”), LaSalle Bank National Association, as Master Servicer and Deutsche Bank National Trust Companysecurities administrator (in such capacity, the “Securities Administrator”) and Citibank, N.A. as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the its acceptance hereof assents and by which such Holder is bound. Pursuant Interest on this Certificate will accrue from and including the immediately preceding Distribution Date (or with respect to the terms of First Distribution Date, the Agreement, Closing Date) to and including the day prior to the current Distribution Date on the Certificate Principal Balance hereof at a distribution per annum rate equal to the Pass-Through Rate set forth above. The Securities Administrator will be made distribute on the 25th day of each month month, or, if such 25th day is not a Business Day, the immediately following Business Day immediately following (the "each, a “Distribution Date”), commencing as described in on the AgreementFirst Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the “Record close of business on the last Business Day of the month immediately preceding the month of such Distribution Date”), from the Available Funds in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any, ) required to be distributed to the Holders of Certificates of the same Class M-[1][2][3][4][5][6][7][8] Certificates on such as this Certificate. The Assumed Final Distribution DateDate is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan. Each holder of a Certificate or beneficial ownership shall be deemed to have made the representations set forth in Section 7.02(h) of the Pooling and Servicing Agreement. Distributions on this Certificate will be made either by the Trustee or by a Paying Agent appointed by the Trustee either in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Trustee or such Paying Agent at least 5 Business Days prior to the related Record Date, or Securities Administrator by check mailed to the address of the Person entitled thereto, thereto as such name and address shall appear on the Certificate RegisterRegister or, if such Person so requests by notifying the Securities Administrator in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee Securities Administrator for that purpose and designated in the City and State of New Yorksuch notice. The Initial initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal hereon and any Realized Losses allocable hereto. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of set forth on the Series specified hereon face hereof (herein collectively called the “Certificates”). The Certificates are limited Certificates, in right of payment the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event the Master Servicer advances funds with respect to any Mortgage LoanThe Certificateholder, such advance is reimbursable by its acceptance of this Certificate, agrees that it will look solely to the Master Servicer, Trust Fund for payment hereunder and that neither the Trustee nor the Securities Administrator is liable to the extent Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable subject to Certificateholders. As provided in any liability under the Agreement, withdrawals from . This Certificate does not purport to summarize the Custodial Account and/or Agreement and reference is made to the Certificate Account created Agreement for the benefit interests, rights and limitations of Certificateholders may be made by rights, benefits, obligations and duties evidenced hereby, and the Master Servicer from time to time for purposes other than distributions to Certificateholdersrights, such purposes including without limitation reimbursement to duties and immunities of the Securities Administrator and the Trustee, the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement thereof and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee Depositor and the rights of the Certificateholders under the Agreement at any from time to time by the Company, the Master Servicer and the Trustee parties thereto with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class or Classes of Certificates affected thereby and with the consent evidencing over 50% of the Certificate InsurerVoting Rights of such Class or Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the this Certificate. The Agreement also permits the amendment thereof thereof, in certain circumstances with the consent of the Certificate Insurer and limited circumstances, without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. Any transferee shall be deemed to have made the representations set forth in Section 5.02(c) of the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in with the Certificate Register Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies appointed maintained by the TrusteeSecurities Administrator for such purposes, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar Securities Administrator duly executed by the Holder hereof or such Holder's ’s attorney duly authorized in writing, and thereupon one or more new Certificates of in authorized denominations evidencing the same Class and representing a like aggregate Percentage Interest will be issued to the designated transferee or transfereestransferee. The Certificates are issuable only as registered Certificates without coupons in the Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are this Certificate is exchangeable for one or more new Certificates of authorized denominations evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made to the Certificateholders for any such registration of transfer or exchangetransfer, but the Trustee Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The CompanyDepositor, the Master Servicer and Servicer, the Securities Administrator, the Trustee and any agent of the Company, the Master Servicer or the Trustee any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither none of the CompanyDepositor, the Master Servicer, the Securities Administrator, the Trustee nor or any such agent shall be affected by notice to the contrary. This Certificate The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall be governed terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and construed other assets of the Trust Fund in accordance with the laws terms of the State of New YorkAgreement. The Mortgage Loans are subject to termination in whole, but not in part, by the Master Servicer, Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 10% a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of Date balance; providedsuch right will effect the early retirement of the Certificates. In no event, however, that no such purchase will be permitted if it would result the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in a draw on the Certificate Guaranty Insurance Policy, unless Agreement and (ii) the Certificate Insurer consents Latest Possible Maturity Date (as defined in writing to such purchasethe Agreement). Unless the certificate of authentication hereon this Certificate has been executed countersigned by an authorized signatory of the Trustee, Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement Agreement, or be valid for any purpose.

Adjustable Rate. Class M-[1][2][3][4][5][6A[1-A][1-B][1-C][-M] Senior Date of Pooling and Servicing Agreement and Cut-off Date: April 1, 2007 Percentage Interest: 100% First Distribution Date: May 25, 2007 Aggregate Initial Certificate [7][8] Principal Balance of the Class M- [1][2][3][4][5][6][7][8A[1-A][1-B][1-C][-M] Certificates: $[_____________] Date of Pooling and Servicing Master Servicer: Impac Funding Corporation Initial Certificate Principal Balance Agreement and Cut-off Date: of this Certificate: April 1, 2007 $[____________] First Assumed Final Distribution Date: September 25, 2037 CUSIP: [__________] May 25, 2007 Master Servicer: Impac Funding Corporation Assumed Final Distribution Date: September 25, 2037 evidencing a percentage interest in any the distributions allocable to the Class M-[1][2][3][4][5][6][7][8A[1-A][1-B][1-C][-M] Certificates with respect to the a Trust Fund consisting primarily of a pool of one- to four-family adjustable-rate first lien and fixed fixed-rate first and second lien mortgage loans formed and sold by IMPAC SECURED ASSETS CORP. This Certificate is payable solely from the assets of the Trust Fund, Fund and does not represent an obligation of or interest in Impac Secured Assets Corp., the Master Servicer, the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Impac Secured Assets Corp., the Master Servicer, the Trustee or any of their affiliates. None of the Company, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class M A Certificates, both as specified above) in certain distributions with respect to a the Trust Fund consisting primarily of an interest in a pool of one- to four-family adjustable-rate first lien and fixed fixed-rate first and second lien mortgage loans (the “Mortgage Loans”), formed and sold by Impac Secured Assets Corp. (hereinafter called the “Company,” which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among the Company, the Master Servicer and Deutsche Bank National Trust Company, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date”), commencing as described in the Agreement, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), from the Available Funds in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class M-[1][2][3][4][5][6][7][8A[1-A][1-B][1-C][-M] Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Trustee or by a Paying Agent appointed by the Trustee either in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Trustee or such Paying Agent at least 5 Business Days prior to the related Record Date, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable heretoprincipal. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the “Certificates”). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event the Master Servicer advances funds with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. For the Class AM Certificates: Ambac Assurance Corporation, in consideration of the payment of the premium and subject to the terms of the Certificate Guaranty Insurance Policy, has unconditionally and irrevocably guaranteed the payment of an amount equal to the Insured Amount (as defined in the Certificate Guaranty Insurance Policy) with respect to the Class AM Certificates with respect to each Distribution Date. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Trustee, the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby and with the consent of the Certificate Insurer. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances with the consent of the Certificate Insurer and without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. Any Prior to the termination of the Supplemental Interest Trust, any transferee shall be deemed to have made the representations set forth in Section 5.02(c) of the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer and the Trustee and any agent of the Company, the Master Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The Mortgage Loans are subject to termination in whole, but not in part, by the Master Servicer, on or after the Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 10% of the Cut-of Date balance; provided, however, that no such purchase will be permitted if it would result in a draw on the Certificate Guaranty Insurance Policy, unless the Certificate Insurer consents in writing to such purchase. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

Adjustable Rate. Class M-[1][2][3][4][5][6A-[1][2][2M][3][3M][4][4M][5][5M][6] [6M][7] Senior Date of Pooling and Servicing Agreement and Cut-off Date: September 1, 2006 Percentage Interest: 100% First Distribution Date: October 25, 2006 Aggregate Initial Certificate [7][8] Principal Balance of the Class M- A- [1][2][3][4][5][6][7][81][2][2M][3][3M][4][4M][5][5M][6] [6M][7] Certificates: $[_____________] Date of Pooling and Servicing Master Servicer: Impac Funding Corporation Initial Certificate Principal Balance Agreement and Cut-off Date: of this Certificate: April 1, 2007 $[____________] First Assumed Final Distribution Date: November 25, 2036 CUSIP: [__________] May 25, 2007 Master Servicer: Impac Funding Corporation Assumed Final Distribution Date: September 25, 2037 evidencing a percentage interest in any the distributions allocable to the Class M-[1][2][3][4][5][6][7][8A-[1][2][2M][3][3M][4][4M][5][5M][6][6M][7] Certificates with respect to the a Trust Fund consisting primarily of a pool of one- to four-family adjustable-rate first lien and fixed fixed-rate first and second lien mortgage loans formed and sold by IMPAC SECURED ASSETS CORP. This Certificate is payable solely from the assets of the Trust FundFund [and the Certificate Guaranty Insurance Policy], and does not represent an obligation of or interest in Impac Secured Assets Corp., the Master Servicer, the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Impac Secured Assets Corp., the Master Servicer, the Trustee or any of their affiliates. None of the Company, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class M []-A-[] Certificates, both as specified above) in certain distributions with respect to a the Trust Fund consisting primarily of an interest in a pool of one- to four-family adjustable-rate first lien and fixed fixed-rate first and second lien mortgage loans (the “Mortgage Loans”), formed and sold by Impac Secured Assets Corp. (hereinafter called the “Company,” which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement, Agreement dated as specified above (the “Agreement”), ) among the Company, the Master Servicer and Deutsche Bank National Trust Company, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date”), commencing as described in the Agreement, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), from the Available Funds in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class M-[1][2][3][4][5][6][7][8A-[1][2][2M][3][3M][4][4M][5][5M][6][6M][7] Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Trustee or by a Paying Agent appointed by the Trustee either in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Trustee or such Paying Agent at least 5 Business Days prior to the related Record Date, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable heretoprincipal. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the “Certificates”). [Ambac Assurance Corporation, in consideration of the payment of the premium and subject to the terms of the Policy, has unconditionally and irrevocably guaranteed the payment of an amount equal to the Insured Amount (as defined in the Certificate Guaranty Insurance Policy) with respect to the Class A-1 Certificates with respect to each Distribution Date.] The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event the Master Servicer advances funds with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Trustee, the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby and with the consent of the Certificate Insurerthereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances with the consent of the Certificate Insurer and without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. Any Prior to the termination of the Supplemental Interest Trust, any transferee shall be deemed to have made the representations set forth in Section 5.02(c) of the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer and the Trustee and any agent of the Company, the Master Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The Mortgage Loans are subject to termination in whole, but not in part, by the Master Servicer, on or after the Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-of Date balanceoff Date; provided, however, that no such purchase will be permitted if it would result in a draw on the Certificate Guaranty Insurance Policy, unless the Certificate Insurer consents in writing to such purchase. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

Adjustable Rate. Class M-[1][2][3][4][5][6] [7][8] Aggregate Initial Certificate [7][8] Principal Balance of the Class M- [1][2][3][4][5][6][7][8] Certificates1][2][3][4][5][6][7][8]Certificates: $[__________] Date of Pooling and Servicing Initial Certificate Principal Balance Agreement and Cut-off Date: September 1, 2006 Initial Certificate Principal Balance of this Certificate: April 1, 2007 $[__________] First Distribution Date: October 25, 2006 CUSIP: [__________] May 25, 2007 Master Servicer: Impac Funding Corporation Assumed Final Distribution Date: September November 25, 2037 2036 evidencing a percentage interest in any distributions allocable to the Class M-[1][2][3][4][5][6][7][8] Certificates with respect to the Trust Fund consisting primarily of a pool of one- to four-family adjustable-rate first lien and fixed rate first and second lien mortgage loans formed and sold by IMPAC SECURED ASSETS CORP. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Impac Secured Assets Corp., the Master Servicer, the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Impac Secured Assets Corp., the Master Servicer, the Trustee or any of their affiliates. None of the Company, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class M M-[] Certificates, both as specified above) in certain distributions with respect to a Trust Fund consisting primarily of a pool of one- to four-family adjustable-rate first lien and fixed rate first and second lien mortgage loans (the “Mortgage Loans”), formed and sold by Impac Secured Assets Corp. (hereinafter called the “Company,” which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement, Agreement dated as specified above (the “Agreement”), ) among the Company, the Master Servicer and Deutsche Bank National Trust Company, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date”), commencing as described in the Agreement, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), from the Available Funds in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class M-[1][2][3][4][5][6][7][8] Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Trustee or by a Paying Agent appointed by the Trustee either in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Trustee or such Paying Agent at least 5 Business Days prior to the related Record Date, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the “Certificates”). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event the Master Servicer advances funds with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Trustee, the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby and with the consent of the Certificate Insurerthereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances with the consent of the Certificate Insurer and without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. Any transferee shall be deemed to have made the representations representation set forth in Section 5.02(c) of the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer and the Trustee and any agent of the Company, the Master Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The Mortgage Loans are subject to termination in whole, but not in part, by the Master Servicer, on or after the Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-of Date balanceoff Date; provided, however, that no such purchase will be permitted if it would result in a draw on the Certificate Guaranty Insurance Policy, unless the Certificate Insurer consents in writing to such purchase. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

Adjustable Rate. Class M-[1][2][3][4][5][6] Aggregate Initial Certificate [7][8] Principal Balance of the Class M- [1][2][3][4][5][6][7][8] Certificates: $[__________] M-[1][2][3][4][5][6]Subordinate Date of Pooling and Servicing Initial Certificate Principal Balance Agreement and Cut-off Date: May 1, 2006 Aggregate Initial Certificate Principal Balance of this CertificateCertificate as of the Cut-off Date: April 1, 2007 $[__________] First Distribution Date: CUSIPJune 26, 2006 Initial Certificate Principal Balance of this Certificate as of the Cut-off Date: $[__________] May 25Master Servicer and Securities Administrator: Wxxxx Fargo Bank, 2007 Master ServicerNational Association CUSIP: Impac Funding Corporation Assumed Final [_____] Last Scheduled Distribution Date: September [________] 25, 2037 2035 evidencing a percentage fractional undivided interest in any the distributions allocable to the Class M-[1][2][3][4][5][6][7][8M-[1][2][3][4][5][6] Certificates with respect to the a Trust Fund consisting primarily of a pool of conventional, one- to four-family adjustablefirst lien, one- to four-family fixed interest rate first lien and fixed rate first and second lien mortgage loans formed and sold by IMPAC SECURED ASSETS CORPSTRUCTURED ASSET MORTGAGE INVESTMENTS II INC. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Impac Secured Assets Corp.Structured Asset Mortgage Investments II Inc., the Master Servicer, the Securities Administrator or the Trustee referred to below or any of their affiliatesaffiliates or any other person. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality entity or by Impac Secured Assets Corp.Structured Asset Mortgage Investments II Inc., the Master Servicer, the Securities Administrator or the Trustee or any of their affiliatesaffiliates or any other person. None of the CompanyStructured Asset Mortgage Investments II Inc., the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. ____________________ is the registered owner of the Percentage Interest evidenced by hereby in the beneficial ownership interest of Certificates of the same Class as this Certificate in a trust (obtained the “Trust Fund”) generally consisting of conventional, first lien, fixed rate mortgage loans secured by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class M Certificates, both as specified above) in certain distributions with respect to a Trust Fund consisting primarily of a pool of one- to four-four- family adjustable-rate first lien and fixed rate first and second lien mortgage loans residences (collectively, the “Mortgage Loans”), formed and ) sold by Impac Secured Assets Corp. Structured Asset Mortgage Investments II Inc. (hereinafter called “SXXX XX”). The Mortgage Loans were sold by EMC Mortgage Corporation (“EMC”) to SXXX XX. Wxxxx Fargo Bank, National Association will act as master servicer of the Mortgage Loans (in that capacity, the “CompanyMaster Servicer,” which term includes any successor entity successors thereto under the Agreement referred to below). The Trust Fund was created pursuant to a the Pooling and Servicing Agreement, dated as of the Cut-off Date specified above (the “Agreement”), among SXXX XX, as depositor (the Company“Depositor”), EMC Mortgage Corporation as seller (in such capacity, the “Seller”), Wxxxx Fargo Bank, National Association, as Master Servicer and Deutsche securities administrator (in such capacity, the “Securities Administrator”) and U.S. Bank National Trust Company, Association as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned meaning ascribed to them in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the its acceptance hereof assents and by which such Holder is bound. Pursuant [For Class M-1, Class M-2, Class M-3, Class M-4, Class M-5 and Class M-6] Interest on this Certificate will accrue from and including the immediately preceding Distribution Date (or with respect to the terms of First Distribution Date, the Agreement, Closing Date) to and including the day prior to the current Distribution Date on the Certificate Principal Balance hereof at a distribution per annum rate equal to the Pass-Through Rate set forth above. The Securities Administrator will be made distribute on the 25th day of each month month, or, if such 25th day is not a Business Day, the immediately following Business Day immediately following (the "each, a “Distribution Date”), commencing as described in on the AgreementFirst Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the Business Day immediately preceding such Distribution Date so long as such Certificate remains in book-entry form (and otherwise, the “Record close of business on the last Business Day of the month immediately preceding the month of such Distribution Date”), from the Available Funds in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount (of interest and principal, if any, ) required to be distributed to the Holders of Certificates of the same Class M-[1][2][3][4][5][6][7][8] Certificates on such as this Certificate. The Assumed Final Distribution DateDate is the Distribution Date in the month following the latest scheduled maturity date of any Mortgage Loan. Distributions on this Certificate will be made either by the Trustee or by a Paying Agent appointed by the Trustee either in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Trustee or such Paying Agent at least 5 Business Days prior to the related Record Date, or Securities Administrator by check mailed to the address of the Person entitled thereto, thereto as such name and address shall appear on the Certificate RegisterRegister or, if such Person so requests by notifying the Securities Administrator in writing as specified in the Agreement. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Securities Administrator of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee Securities Administrator for that purpose and designated in the City and State of New Yorksuch notice. The Initial initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal hereon and any Realized Losses allocable hereto. hereto This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of set forth on the Series specified hereon face hereof (herein collectively called the “Certificates”). The Certificates are limited Certificates, in right of payment the aggregate, evidence the entire beneficial ownership interest in the Trust Fund formed pursuant to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event the Master Servicer advances funds with respect to any Mortgage LoanThe Certificateholder, such advance is reimbursable by its acceptance of this Certificate, agrees that it will look solely to the Master Servicer, Trust Fund for payment hereunder and that neither the Trustee nor the Securities Administrator is liable to the extent Certificateholders for any amount payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable subject to Certificateholders. As provided in any liability under the Agreement, withdrawals from . This Certificate does not purport to summarize the Custodial Account and/or Agreement and reference is made to the Certificate Account created Agreement for the benefit interests, rights and limitations of Certificateholders may be made by rights, benefits, obligations and duties evidenced hereby, and the Master Servicer from time to time for purposes other than distributions to Certificateholdersrights, such purposes including without limitation reimbursement to duties and immunities of the Securities Administrator and the Trustee, the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement thereof and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee Depositor and the rights of the Certificateholders under the Agreement at any from time to time by the Company, the Master Servicer and the Trustee parties thereto with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class or Classes of Certificates affected thereby and with the consent evidencing over 50% of the Certificate InsurerVoting Rights of such Class or Classes. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the this Certificate. The Agreement also permits the amendment thereof thereof, in certain circumstances with the consent of the Certificate Insurer and limited circumstances, without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. Any transferee shall be deemed to have made the representations set forth in Section 5.02(c) of the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in with the Certificate Register Securities Administrator upon surrender of this Certificate for registration of transfer at the offices or agencies appointed maintained by the TrusteeSecurities Administrator for such purposes, duly endorsed by, or accompanied by an assignment in the form below or other a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar Securities Administrator duly executed by the Holder hereof or such Holder's ’s attorney duly authorized in writing, and thereupon one or more new Certificates of in authorized denominations evidencing the same Class and representing a like aggregate Percentage Interest will be issued to the designated transferee transferee. [For Class M-0, Xxxxx X-0, Class M-3, Class M-4, Class M-5, Class M-6] Each holder of a Certificate or transfereesbeneficial ownership shall be deemed to have made the representations set forth in Section 7.02(h) of the Pooling and Servicing Agreement. Each holder of a Certificate or beneficial ownership shall be deemed to have made the representations set forth in Section 7.02(h) of the Pooling and Servicing Agreement. The Certificates are issuable only as registered Certificates without coupons in the Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are this Certificate is exchangeable for one or more new Certificates of authorized denominations evidencing the same Class and in the same aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made to the Certificateholders for any such registration of transfer or exchangetransfer, but the Trustee Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The CompanyDepositor, the Master Servicer and Servicer, the Securities Administrator, the Trustee and any agent of the Company, the Master Servicer or the Trustee any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither none of the CompanyDepositor, the Master Servicer, the Securities Administrator, the Trustee nor or any such agent shall be affected by notice to the contrary. This Certificate The obligations created by the Agreement and the Trust Fund created thereby (other than the obligations to make payments to Certificateholders with respect to the termination of the Agreement) shall be governed terminate upon the earlier of (i) the later of (A) the maturity or other liquidation (or Advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund and disposition of all property acquired upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (B) the remittance of all funds due under the Agreement, or (ii) the optional repurchase by the party named in the Agreement of all the Mortgage Loans and construed other assets of the Trust Fund in accordance with the laws terms of the State of New YorkAgreement. The Mortgage Loans are subject to termination in whole, but not in part, by the Master Servicer, Such optional repurchase may be made only on or after the first Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 10% a certain percentage of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-off Date as set forth in the Agreement. The exercise of Date balance; providedsuch right will effect the early retirement of the Certificates. In no event, however, that no such purchase will be permitted if it would result the Trust Fund created by the Agreement continue beyond the earlier of (i) the expiration of 21 years after the death of certain persons identified in a draw on the Certificate Guaranty Insurance Policy, unless Agreement and (ii) the Certificate Insurer consents Latest Possible Maturity Date (as defined in writing to such purchasethe Agreement). Unless the certificate of authentication hereon this Certificate has been executed countersigned by an authorized signatory of the Trustee, Securities Administrator by manual signature, this Certificate shall not be entitled to any benefit under the Agreement Agreement, or be valid for any purpose.

Adjustable Rate. Class M-[1][2][3][4][5][6] Aggregate Initial Certificate [7][8] Principal Balance of the Class M- [1][2][3][4][5][6][7][8] Certificates: $[__________] Date of Pooling and Servicing Initial Certificate Principal Balance Agreement and Cut-off Date: of this Certificate: April February 1, 2007 $[__________] First Distribution Date: CUSIP: [__________] May 25March 26, 2007 Master Servicer: Impac Funding Corporation Assumed Final Distribution Date: September March 25, 2037 evidencing a percentage interest in any distributions allocable to the Class M-[1][2][3][4][5][6][7][8] Certificates with respect to the Trust Fund consisting primarily of a pool of one- to four-family adjustable-rate first lien and fixed rate first and second lien mortgage loans formed and sold by IMPAC SECURED ASSETS CORP. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Impac Secured Assets Corp., the Master Servicer, the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Impac Secured Assets Corp., the Master Servicer, the Trustee or any of their affiliates. None of the Company, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class M Certificates, both as specified above) in certain distributions with respect to a Trust Fund consisting primarily of a pool of one- to four-family adjustable-rate first lien and fixed rate first and second lien mortgage loans (the “Mortgage Loans”), formed and sold by Impac Secured Assets Corp. (hereinafter called the “Company,” which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among the Company, the Master Servicer and Deutsche Bank National Trust Company, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date”), commencing as described in the Agreement, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), from the Available Funds in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class M-[1][2][3][4][5][6][7][8] Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Trustee or by a Paying Agent appointed by the Trustee either in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Trustee or such Paying Agent at least 5 Business Days prior to the related Record Date, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the “Certificates”). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event the Master Servicer advances funds with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Trustee, the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby and with the consent of the Certificate Insurerthereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances with the consent of the Certificate Insurer and without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. Any transferee shall be deemed to have made the representations set forth in Section 5.02(c) of the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer and the Trustee and any agent of the Company, the Master Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The Mortgage Loans are subject to termination in whole, but not in part, by the Master Servicer, on or after the Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-of Date balance; provided, however, that no such purchase will be permitted if it would result in a draw on the Certificate Guaranty Insurance Policy, unless the Certificate Insurer consents in writing to such purchaseoff Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

Adjustable Rate. Class M-[1][2][3][4][5][6A-[1][2A][2B][2C][M] Senior Date of Pooling and Servicing Agreement and Cut-off Date: November 1, 2006 Percentage Interest: 100% First Distribution Date: December 26, 2006 Aggregate Initial Certificate [7][8] Principal Balance of the Class M- [1][2][3][4][5][6][7][8A-[1][2A][2B][2C][M] Certificates: $[_____________] Date of Pooling and Servicing Master Servicer: Impac Funding Corporation Initial Certificate Principal Balance Agreement and Cut-off Date: of this Certificate: April 1, 2007 $[____________] First Assumed Final Distribution Date: January 25, 2037 CUSIP: [__________] May 25, 2007 Master Servicer: Impac Funding Corporation Assumed Final Distribution Date: September 25, 2037 evidencing a percentage interest in any the distributions allocable to the Class M-[1][2][3][4][5][6][7][8A-[1][2A][2B][2C][M] Certificates with respect to the a Trust Fund consisting primarily of a pool of one- to four-family adjustable-rate first lien and fixed fixed-rate first and second lien mortgage loans formed and sold by IMPAC SECURED ASSETS CORP. This Certificate is payable solely from the assets of the Trust Fund, Fund and does not represent an obligation of or interest in Impac Secured Assets Corp., the Master Servicer, the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Impac Secured Assets Corp., the Master Servicer, the Trustee or any of their affiliates. None of the Company, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class M A Certificates, both as specified above) in certain distributions with respect to a the Trust Fund consisting primarily of an interest in a pool of one- to four-family adjustable-rate first lien and fixed fixed-rate first and second lien mortgage loans (the “Mortgage Loans”), formed and sold by Impac Secured Assets Corp. (hereinafter called the “Company,” which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among the Company, the Master Servicer and Deutsche Bank National Trust Company, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date”), commencing as described in the Agreement, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), from the Available Funds in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class M-[1][2][3][4][5][6][7][8A-[1][2A][2B][2C][M] Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Trustee or by a Paying Agent appointed by the Trustee either in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Trustee or such Paying Agent at least 5 Business Days prior to the related Record Date, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable heretoprincipal. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the “Certificates”). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event the Master Servicer advances funds with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Trustee, the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby and with the consent of the Certificate Insurerthereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances with the consent of the Certificate Insurer and without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. Any Prior to the termination of the Supplemental Interest Trust, any transferee shall be deemed to have made the representations set forth in Section 5.02(c) of the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer and the Trustee and any agent of the Company, the Master Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The Mortgage Loans are subject to termination in whole, but not in part, by the Master Servicer, on or after the Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-of Date balance; provided, however, that no such purchase will be permitted if it would result in a draw on the Certificate Guaranty Insurance Policy, unless the Certificate Insurer consents in writing to such purchaseoff Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.

Adjustable Rate. Class M-[1][2][3][4][5][6M-[1][2][3][4][5][6][7][8] Aggregate Initial Certificate [7][8] Principal Balance of the Class M- [1][2][3][4][5][6][7][8M-[1][2][3][4][5][6][7][8] Certificates: $[__________] Date of Pooling and Servicing Initial Certificate Principal Balance Agreement and Cut-off Date: Initial Certificate Principal Balance of this Certificate: April November 1, 2007 2006 $[__________] First Distribution Date: CUSIP: [__________] May 25December 26, 2007 2006 Master Servicer: Impac Funding Corporation Assumed Final Distribution Date: September January 25, 2037 evidencing a percentage interest in any distributions allocable to the Class M-[1][2][3][4][5][6][7][8] Certificates with respect to the Trust Fund consisting primarily of a pool of one- to four-family adjustable-rate first lien and fixed rate first and second lien mortgage loans formed and sold by IMPAC SECURED ASSETS CORP. This Certificate is payable solely from the assets of the Trust Fund, and does not represent an obligation of or interest in Impac Secured Assets Corp., the Master Servicer, the Trustee referred to below or any of their affiliates. Neither this Certificate nor the underlying Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality or by Impac Secured Assets Corp., the Master Servicer, the Trustee or any of their affiliates. None of the Company, the Master Servicer or any of their affiliates will have any obligation with respect to any certificate or other obligation secured by or payable from payments on the Certificates. This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the Initial Certificate Principal Balance of this Certificate by the aggregate Initial Certificate Principal Balance of all Class M Certificates, both as specified above) in certain distributions with respect to a Trust Fund consisting primarily of a pool of one- to four-family adjustable-rate first lien and fixed rate first and second lien mortgage loans (the “Mortgage Loans”), formed and sold by Impac Secured Assets Corp. (hereinafter called the “Company,” which term includes any successor entity under the Agreement referred to below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement, dated as specified above (the “Agreement”), among the Company, the Master Servicer and Deutsche Bank National Trust Company, as trustee (the “Trustee”), a summary of certain of the pertinent provisions of which is set forth hereafter. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month or, if such 25th day is not a Business Day, the Business Day immediately following (the "Distribution Date”), commencing as described in the Agreement, to the Person in whose name this Certificate is registered on the Business Day immediately preceding such Distribution Date (the “Record Date”), from the Available Funds in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount of interest and principal, if any, required to be distributed to Holders of Class M-[1][2][3][4][5][6][7][8] Certificates on such Distribution Date. Distributions on this Certificate will be made either by the Trustee or by a Paying Agent appointed by the Trustee either in immediately available funds (by wire transfer or otherwise) for the account of the Person entitled thereto if such Person shall have so notified the Trustee or such Paying Agent at least 5 Business Days prior to the related Record Date, or by check mailed to the address of the Person entitled thereto, as such name and address shall appear on the Certificate Register. Notwithstanding the above, the final distribution on this Certificate will be made after due notice of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency appointed by the Trustee for that purpose in the City and State of New York. The Initial Certificate Principal Balance of this Certificate is set forth above. The Certificate Principal Balance hereof will be reduced to the extent of the distributions allocable to principal and any Realized Losses allocable hereto. This Certificate is one of a duly authorized issue of Certificates issued in several Classes designated as Mortgage Pass-Through Certificates of the Series specified hereon (herein collectively called the “Certificates”). The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth herein and in the Agreement. In the event the Master Servicer advances funds with respect to any Mortgage Loan, such advance is reimbursable to the Master Servicer, to the extent provided in the Agreement, from related recoveries on such Mortgage Loan or from other cash that would have been distributable to Certificateholders. As provided in the Agreement, withdrawals from the Custodial Account and/or the Certificate Account created for the benefit of Certificateholders may be made by the Master Servicer from time to time for purposes other than distributions to Certificateholders, such purposes including without limitation reimbursement to the Trustee, the Company and the Master Servicer of advances made, or certain expenses incurred, by either of them. The Agreement permits, with certain exceptions therein provided, the amendment of the Agreement and the modification of the rights and obligations of the Company, the Master Servicer and the Trustee and the rights of the Certificateholders under the Agreement at any time by the Company, the Master Servicer and the Trustee with the consent of the Holders of Certificates evidencing in the aggregate not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected thereby and with the consent of the Certificate Insurerthereby. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Agreement also permits the amendment thereof in certain circumstances with the consent of the Certificate Insurer and without the consent of the Holders of any of the Certificates and, in certain additional circumstances, without the consent of the Holders of certain Classes of Certificates. Any transferee shall be deemed to have made the representations set forth in Section 5.02(c) of the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies appointed by the Trustee, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest will be issued to the designated transferee or transferees. The Certificates are issuable only as registered Certificates without coupons in Classes and in denominations specified in the Agreement. As provided in the Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same Class and aggregate Percentage Interest, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The Company, the Master Servicer and the Trustee and any agent of the Company, the Master Servicer or the Trustee may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Company, the Master Servicer, the Trustee nor any such agent shall be affected by notice to the contrary. This Certificate shall be governed by and construed in accordance with the laws of the State of New York. The Mortgage Loans are subject to termination in whole, but not in part, by the Master Servicer, on or after the Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than or equal to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-of Date balance; provided, however, that no such purchase will be permitted if it would result in a draw on the Certificate Guaranty Insurance Policy, unless the Certificate Insurer consents in writing to such purchaseoff Date. Unless the certificate of authentication hereon has been executed by the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose.