Principal Balances of the Mortgage Loans at Origination

Principal Balances of the Mortgage Loans as of the Cut-off Date

Mortgage Rates of the Mortgage Loans as of the Cut-off Date

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Original Loan-to-Value Ratios of the Mortgage Loans

____________

References to loan-to-value ratios are references to combined loan-to-value ratios with respect to second lien mortgage loans.

Geographic Distribution of the Mortgaged Properties

Mortgaged Property Types of the Mortgage Loans

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Mortgaged Property Occupancy Status of the Mortgage Loans

The occupancy status of a mortgaged property is as represented by the mortgagor in its loan application

Purpose of the Mortgage Loans

Loan Programs of the Mortgage Loans

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Risk Categories of the____________ Mortgage Loans

Delinquency and Loss Information

[[No] Mortgage Loan is currently more than 30 days delinquent and [no] Mortgage Loan has been 30 or more days delinquent since origination.]

[The following tables set forth the historical delinquency experience of the Mortgage Loans. The historical delinquency information is based on the delinquency of each mortgage loan over a period equal to the lesser of (1) the time since the origination of the mortgage loan, (2) the past three years or (3) the period for which information is known or reasonably available to the Depositor. The loans are categorized in the tables below based on the longest period of delinquency during the period on which the table is based. None of the loans will have been delinquent 120 days or more, during the period on which the table is based.]

Historical Delinquency of the Mortgage Loans Since Origination

Historical Delinquency

Number

of Mortgage Loans

Aggregate

Principal Balance

% of Aggregate Principal Balance

Average Principal Balance

Weighted Average Mortgage Rate

Weighted Average Original Loan-to-Value Ratio

Weighted Average Adjusted Original Loan-to-Value Ratio

Weighted Average Credit Score

Never Delinquent

[__]

30-59 Days

[__]

60-89 Days

[__]

90-119 Days

[__]

Total

[__]

100.00

[__]

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Historical Delinquency of the Mortgage Loans as of the Cut-off Date

Historical Delinquency

Number

of Mortgage Loans

Aggregate

Principal Balance

% of Aggregate Principal Balance

Average Principal Balance

Weighted Average Mortgage Rate

Weighted Average Original Loan-to-Value Ratio

Weighted Average Adjusted Original Loan-to-Value Ratio

Weighted Average Credit Score

Current

[__]

30-59 Days

[__]

60-89 Days

[__]

]

[__]

90-119 Days

[__]

Total

[__]

100.00

[__]

[For each Mortgage Loan:]

The Property. The [_____] is located in [_____]. The collateral is currently used as a [_____] with a net operating income of $[_____] and net cash flow of $[_____] comprised of [_____] and [_____], respectively. As of [_____], 2006, [_____] was [___]% leased by [___] tenants, while the [_____], including non-collateral space, was approximately [__]% leased.

More specific information about the property is set forth in the tables below:

Credit Rating of Parent Company
[Three largest tenants]	Square Feet Occupied	Lease Expiration Date

Tenant Name

Tenant Square Feet Occupied

% of Square Feet Occupied

Annualized Underwritten Base Rent ($)

% of Total Annualized Underwritten Base Rent

Annualized Underwritten Base Rent ($ per Square Foot Occupied)

Lease Expiration

Total/Weighted Average

Other Tenants

Vacant Space

Total/Weighted Average

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[In addition, information will be provided for any Mortgage Loan that represents 10% or more of the asset pool as required by Item 1111(b)(9)(ii).]

Lease Rollover Schedule⁽¹⁾
[Year]	# of Leases Expiring	Total Expiring	Cumulative Total SF Expiring	Annual Rental Represented by Such Leases	% of Gross Annual Rental
Vacant
MTM⁽²⁾
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Thereafter

⁽¹⁾ The information in the table is based on the actual rent roll dated [_____], 2006 and leases in place.

⁽²⁾ MTM tenants are classified as tenants whose leases expired prior to 2006, but the tenants were still in occupancy and paying rent to the borrower as of the occupancy date. MTM tenants include one tenant (0.20% if Total SF), whose lease expired on 1/31/2006.

[Conveyance of Subsequent Mortgage Loans and the Pre-Funding Account]

[The trustee, on behalf of the Issuing Entity, is expected to purchase from the depositor during the Pre-Funding Period, subject to the availability thereof, subsequent mortgage loans secured by [commercial and mixed-use mortgage properties]. The subsequent mortgage loans will be transferred to the trustee, on behalf of the Issuing Entity, pursuant to subsequent transfer instruments between the depositor and the trustee, each such date referred to in this prospectus supplement as a Subsequent Transfer Date. In connection with the purchase of subsequent mortgage loans on such Subsequent Transfer Dates, the trustee, on behalf of the Issuing Entity, will be required to pay to the depositor, from amounts on deposit in the pre-funding account, a cash purchase price of 100% of the principal balance thereof. The amount paid from the pre-funding account on each Subsequent Transfer Date will not include accrued interest on the subsequent mortgage loans. Accrued interest on the subsequent mortgage loans will be retained by the depositor. Following the related Subsequent Transfer Date, the aggregate principal balance of the mortgage loans will increase by an amount equal to the aggregate principal balance of the subsequent mortgage loans so purchased and transferred to the issuing entity and the amount in the pre-funding account will decrease accordingly. Although it is intended that the principal amount of subsequent mortgage loans sold to the Issuing Entity will require application of substantially all of the amount deposited into the pre-funding account on the Closing Date and it is not currently anticipated that there will be any material principal payments from amounts remaining on deposit in the pre-funding account, no assurance can be given that such distributions will not occur on the distribution date immediately following the termination of the Pre-Funding Period. In any event, it is unlikely that the depositor will be able to deliver subsequent mortgage loans with aggregate principal balances that exactly equal the amount deposited into the pre-funding account on the Closing Date. The aggregate characteristics of the mortgage loans in the trust will change upon the acquisition of related subsequent mortgage loans. It is expected that approximately $[____] in subsequent mortgage loans, which have been identified by the depositor, will be transferred to the Issuing Entity within ninety days of the Closing Date.]

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[Any conveyance of subsequent mortgage loans on during the Pre-Funding Period is subject to certain conditions including, but not limited to each such subsequent mortgage loan satisfying the representations and warranties specified in the related Subsequent Transfer Instrument. The Depositor may not select such subsequent mortgage loans in a manner that it believes to be adverse to the interests of the Certificateholders, and must therefore acquire the mortgage loans under the same criteria as the mortgage loans in the current pool were acquired. Any addition of subsequent mortgage loans to the asset pool will be reported on Form 8-K to notify Certificateholders and investors of the change.]

[The pre-funding account will be established to provide the trustee, on behalf of the Issuing Entity, with sufficient funds to purchase subsequent mortgage loans. During the Pre-Funding Period, the Pre-Funded Amount will be reduced by the amount used to purchase subsequent mortgage loans in accordance with the Pooling and Servicing Agreement. Any investment income on funds in the pre-funding account will either be transferred to the interest coverage account or paid to the depositor or its designee as provided in the Pooling and Servicing Agreement.]

[To the extent that the Pre-Funded Amount on deposit in the pre-funding account has not been fully applied to the purchase of subsequent mortgage loans on or before [______ __, 20__], the holders of the offered certificates will receive on the distribution date immediately following [______ __, 20__], the Remaining Pre-Funded Amount, in accordance with the priorities set forth in this prospectus supplement.]

[Any such amount transferred to the certificate account will be included in Principal Funds for payment to the classes of certificates.]

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[Interest Coverage Account]

[On the Closing Date and if required pursuant to the Pooling and Servicing Agreement, the depositor will deposit cash into the interest coverage account. The amount on deposit in the interest coverage account will be specifically allocated to cover shortfalls in interest on each class of certificates that may arise as a result of the utilization of the pre-funding account for the purchase by the Issuing Entity of subsequent mortgage loans after the Closing Date. Any amounts remaining in the interest coverage account and not needed for such purposes will be paid to the depositor and will not thereafter be available for payment to the certificateholders. Amounts on deposit in the interest coverage account will be invested in permitted investments. All such permitted investments are required to mature no later than the business day prior to the next distribution date as specified in the Pooling and Servicing Agreement. The interest coverage account will not be included as an asset of any REMIC created pursuant to the Pooling and Servicing Agreement.]

Mortgage Loan Origination

General

Approximately [__]% of the mortgage loans in the aggregate were originated by [Name of Originator], a [_____________], referred to herein as [Name of Originator]. All of the mortgage loans originated by [Name of Originator] will be serviced by [Name of Servicer]. The remainder of the mortgage loans were originated by various originators, none of which have originated more than 10% of the mortgage loans in the aggregate.

[Name of Originator]

[Name of Originator] has been an originator of mortgage loans since _______, ____ and has originated Mortgage Loans of the type backing the certificates offered hereby since ____. [Name of Originator] currently has an origination portfolio of approximately $[__], of which approximately $[__] is secured by [describe mortgage loans].

[The following table describes the size, composition and growth of [Name of Originator]’s total mixed-use and commercial mortgage loan production over the past three years and recent stub-period.]

December 31, 2003

December 31, 2004

December 31, 2005

[ ] 2006

Loan Type

Number

Total

Portfolio of

Loans

Number

Total

Portfolio of

Loans

Number

Total

Portfolio of

Loans

Number

Total

Portfolio of

Loans

[Describe loan type]

Approximately [__]% of the mortgage loans have been originated generally in accordance with credit, appraisal and underwriting standards acceptable to [Name of Originator], which are referred to herein as the Underwriting Standards. The Underwriting Standards are applied in accordance with applicable federal and state laws and regulations.

Underwriting Standards

All of the mortgage loans were originated by the Sponsor, generally in accordance with the underwriting criteria specified in the prospectus, except as described in this prospectus supplement.

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____%, ____%, ____%,____%, ____% and ____% of the mortgage loans were underwritten pursuant to, or in accordance with, the standards of the Originator’s Anchored Retail, Office, Light Industrial/R&D, Un-Anchored Retail, Self Storage or Mobile Home Park underwriting guidelines, respectively, each of which is described below.

Anchored Retail

General. The following is a description of the seller’s standards for commercial loans originated pursuant to their “Anchored Retail” underwriting guidelines. Anchored retail is loan collateral such as a neighborhood shopping center which is “anchored” by a supermarket, drug store, department store or specialty store which is 75,000 square feet or larger. In the event that sales figures per square foot for the anchor property are low, the property may not qualify as an anchored center. Additionally, if a tenant has vacated an anchor property even if that tenant is still paying rent, the property will no longer be considered an anchored property.

Revenue. Under the Anchored Retail underwriting guidelines, revenue includes existing leases occupied by tenants that are in place and paying rent. In assessing the revenue from leases on anchored property, Impac Commercial Capital Corp. (“ICCC”) will reduce above market leases to the market rental rate however, below market leases will not be increased to the market rental rate. In determining whether lease income for a particular tenant should be included in revenue, ICCC evaluates the remaining lease term, the effective date and rate of fixed lease increases, excess tenant improvements or other rental concessions and whether the rental income is from tenants associated with the borrower.

Other Income. Under the Anchored Retail underwriting guidelines, in determining the amount of “other income” to be included in the cash flow for a particular property, ICCC considers percentage rents (rent based on a percentage of the tenant’s monthly gross income rather than a fixed monthly amount), common area maintenance reimbursements and miscellaneous income based on historical figures, going back at least one year where possible, with adequate supporting documentation. ICCC will discount the amount of percentage rents by 75% unless the combination of base rent and percentage rents is still below market rate as documented by an appraisal.

With respect to refinances, any reimbursements from the tenant to the borrower that are stated in the leases without evidence of actual collection are not included in “other income” unless there is an explanation as to why such reimbursements have not been collected. With respect to new construction, any reimbursements from the tenant to the borrower that are stated in the leases, where historical information is not available, are not included in “other income” unless there is full support of an appraisal stating that the reimbursements are within market ranges. With respect to purchases, any reimbursements from the tenant to the borrower that are stated in the leases without evidence of actual collection are not included in “other income” without the support of an appraisal unless there is an explanation for the lack of collection and historical support.

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Vacancy. Under the Anchored Retail underwriting guidelines, ICCC calculates vacancy based on the greater of actual vacancy or the current market vacancy. In conducting a vacancy analysis, ICCC takes into consideration anchor leases that extend beyond the term of the loan, an anchor’s ability to vacate the property but continue to pay rent pursuant to the lease, co-tenancy clauses, lease terms and near term lease expirations.

Expenses. Under the Anchored Retail underwriting guidelines, ICCC evaluates borrower expenses by comparing historical expenses, going back at least one year where possible, to the appraiser’s estimate of expenses and borrower’s pro forma. If historical expenses are not relied upon, sufficient documentation must be available to fully support the deviation from the historical expenses. In addition, ICCC will closely analyze repair and maintenance expenses to make certain these only include normal wear and tear items and do not include capital expenditures.

Management. Under the Anchored Retail underwriting guidelines, ICCC will underwrite to management fees at a minimum of 4% calculated based on Effective Gross Income (“EGI”). For Investment grade rated single tenant properties it is acceptable to use a minimum of 3%. The actual figure to be used should be compared to the appraisal and should never be less than an actual contract in place.

Replacement Reserves. Under the Anchored Retail underwriting guidelines, the amount that should be set aside in the event a capital expenditure becomes necessary, is generally $0.25 per square foot. In conducting their review, ICCC may exclude underwriting any replacement reserves for anchor tenants.

Tenant Improvements. Under the Anchored Retail underwriting guidelines, ICCC underwrites tenant improvements based on local market conditions, as supported by an appraisal. In determining whether to include tenant improvements in its evaluation, ICCC considers several factors including whether a tenant’s lease term extends beyond the loan term, the credit worthiness of the tenant, whether a major tenant will vacate the property during the loan term and whether sufficient reserves per square foot are in place to cover replacing tenants whose leases expire during the loan term.

Leasing Commissions. Under the Anchored Retail underwriting guidelines, ICCC takes into consideration the annual amount of reserves that should be set aside to provide payment of broker commissions to cover replacing tenants whose leases expire during the loan term. The amount of annual reserves should be based on local market standards as supported by an appraisal.

Lease Renewal/Retention. Under the Anchored Retail underwriting guidelines, ICCC uses market conditions and historical property information in order to evaluate lease renewal and retention.

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Underwriting Tenant Improvement/Leasing Commissions Reserve. Under the Anchored Retail underwriting guidelines, and for underwriting purposes only, ICCC generally evaluates the amounts required for tenant improvements and leasing commissions at $0.35 per square foot for anchor tenants and $0.45 per square foot for non-anchor tenants.

Loan Amortization. Under the Anchored Retail underwriting guidelines, ICCC evaluates several factors in determining acceptable loan amortization periods including whether the property is well maintained, the actual age of the property and the estimated remaining economic life of the collateral property. ICCC has discretion to determine an acceptable amortization period based on available information and supporting documentation. In no event will the amortization term of the loan be less than five (5) years shorter than the estimated remaining economic life of the collateral property as reflected in the property condition report.

Office

General. The following is a description of the seller’s standards for commercial loans originated pursuant to their “Office” underwriting guidelines. Office properties are generally classified as properties where the disproportionate share of the rental income is from tenants that are engaged in businesses that do not provide goods and services to the public in person through the location, including, for example, tenancy by professionals such as architects, doctors and attorneys.

Revenue. Under the Office underwriting guidelines, revenue includes existing leases occupied by tenants that are in place and paying rent. In assessing the revenue from leases on office property, ICCC will reduce above market leases to the market rental rate however, below market leases will not be increased to the market rental rate. In determining whether lease income for a particular tenant should be included in revenue, ICCC evaluates the remaining lease term, the effective date and rate of fixed lease increases, excess tenant improvements or other rental concessions.

Other Income. Under the Office underwriting guidelines, in determining the amount of “other income” to be included in the cash flow for a particular property, ICCC considers common area maintenance and expense stop reimbursements and miscellaneous income based on historical figures, going back at least one year where possible, with adequate supporting documentation.

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Vacancy. Under the Office underwriting guidelines, ICCC calculates vacancy based on the greater of actual vacancy or the current market vacancy. In conducting a vacancy analysis, ICCC takes into considerations leases that extend beyond the term of the loan as well as lease terms and near term lease expirations.

Expenses. Under the Office underwriting guidelines, ICCC evaluates borrower expenses by comparing historical expenses, going back one year where possible, to the appraiser’s estimate of expenses and borrower’s pro forma. If historical expenses are not relied upon, sufficient documentation must be available to fully support the deviation from the historical expenses. In addition, ICCC will closely analyze repair and maintenance expenses to make certain these only include normal wear and tear items and do not include capital expenditures.

Management. Under the Office underwriting guidelines, ICCC will underwrite the management fees at a minimum of 4% calculated based on EGI. For Investment grade rated single tenant properties it is acceptable to use a minimum of 3%. The actual figure to be used should be compared to the appraisal and should never be less than an actual contract in place.

Replacement Reserves. Under the Office underwriting guidelines, the amount that should be set aside in the event a capital expenditure becomes necessary, is generally $0.30 per square foot for “A” quality office buildings and $0.25 per square foot for “B” quality office buildings.

Tenant Improvements. Under the Office underwriting guidelines, ICCC underwrites tenant improvements based on local market conditions, as supported by an appraisal. In determining whether to include tenant improvements in its evaluation, ICCC considers several factors, including whether a tenant’s lease term extends beyond the loan term, the credit worthiness of the tenant, whether a major tenant will vacate the property during the loan term and whether sufficient reserves per square foot are in place to cover replacing tenants whose leases expire during the loan term.

Leasing Commissions. Under the Office underwriting guidelines, ICCC takes into consideration the annual amount of reserves that should be set aside to provide payment of broker commissions to cover replacing tenants whose leases expire during the loan term. The amount of annual reserves should be based on local market standards as supported by an appraisal.

Lease Renewal/Retention. Under the Office underwriting guidelines, ICCC uses market conditions and historical property information in order to evaluate lease renewal and retention.

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Underwriting Tenant Improvement/Leasing Commissions Reserve. Under the Office underwriting guidelines, and for underwriting purposes only, ICCC generally evaluates the amounts required for tenant improvements and leasing commissions at $1.00 per square foot.

Loan Amortization. Under the Office underwriting guidelines, ICCC evaluates several factors in determining acceptable loan amortization periods including whether the property is well maintained, the actual age of the property, the estimated remaining economic life of the collateral property and whether the property has had major verifiable renovations which have extended the economic life of the property. ICCC has discretion to determine an acceptable amortization period based on available information and supporting documentation. In no event will the amortization term of the loan be less than five (5) years shorter than the estimated remaining economic life of the collateral property as reflected in the property condition report.

Light Industrial/R&D

General. The following is a description of the seller’s standards for commercial loans originated pursuant to their “Light Industrial/Research & Development” underwriting guidelines.

Light Industrial/Research & Development properties are generally classified as properties where the rental income is from tenants that have an office component and a light distribution or light manufacturing component.

Revenue. Under the Light Industrial/Research & Development underwriting guidelines, revenue includes existing leases occupied by tenants in place and paying rent. In assessing the revenue from leases on Light Industrial/Research & Development property, ICCC will reduce above market leases to the market rental rate however, below market leases will not be increased to the market rental rate. In determining whether lease income for a particular tenant should be included in revenue, ICCC evaluates the remaining lease term, the effective date and rate of fixed lease increases, excess tenant improvements or other rental concessions.

Other Income. Under the Light Industrial/Research & Development underwriting guidelines, in determining the amount of “other income” to be included in the cash flow for a particular property, ICCC considers common area maintenance and expense stop reimbursements and miscellaneous income based on historical figures, going back more than one year where possible, with adequate supporting documentation.

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Vacancy. Under the Light Industrial/Research & Development underwriting guidelines, ICCC calculates vacancy based on the greater of actual vacancy or the current market vacancy. In conducting a vacancy analysis, ICCC takes leases that extend beyond the term of the loan, lease terms and near tern lease expirations into consideration.

Expenses. Under the Light Industrial/Research & Development underwriting guidelines, ICCC evaluates borrower expenses by comparing historical expenses, going back at least one year where possible, to the appraiser’s estimate of expenses and borrower’s pro forma. If historical expenses are not relied upon, sufficient documentation must be available to fully support the deviation from the historical expenses. In addition, ICCC will closely analyze repair and maintenance expenses to make certain that these only include normal wear and tear items and do not include capital expenditures.

Management. Under the Light Industrial/Research & Development underwriting guidelines, ICCC will underwrite to management fees at a minimum of 4% calculated based on EGI. For Investment grade rated single tenant properties it is acceptable to use a minimum of 3%. The actual figure to be used should be compared to the appraisal and should never be less than an actual contract in place.

Replacement Reserves. Under the Light Industrial/Research & Development underwriting guidelines, the amount that should be set aside in the event a capital expenditure becomes necessary is generally $0.25 per square foot.

Tenant Improvements. Under the Light Industrial/Research & Development underwriting guidelines, ICCC underwrites tenant improvements based on local market conditions, as supported by an appraisal. In determining whether to include tenant improvements in its evaluation, ICCC considers several factors, including whether a tenant’s lease term extends beyond the loan term, the credit worthiness of the tenant, whether a major tenant will vacate the property during the loan term and whether sufficient reserves per square foot are in place to cover replacing tenants whose leases expire during the loan term.

Leasing Commissions. Under the Light Industrial/Research & Development underwriting guidelines, ICCC takes into consideration the annual amount of reserves that should be set aside to provide payment of broker commissions to cover replacing tenants whose leases expire during the loan term. The amount of annual reserves should be based on local market standards as supported by an appraisal.

Lease Renewal/Retention. Under the Light Industrial/Research & Development underwriting guidelines, ICCC uses market conditions and historical property information in order to evaluate lease renewal and retention.

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Loan Amortization. Under the Light Industrial/Research & Development underwriting guidelines, ICCC evaluates several factors in determining acceptable loan amortization periods including whether the property is well maintained, the actual age of the property, the estimated remaining economic life of the collateral property and whether the property has had major verifiable renovations which have extended the economic life of the property. ICCC has discretion to determine an acceptable amortization period based on available information and supporting documentation. In no event will the amortization term of the loan be less than five (5) years shorter than the estimated remaining economic life of the collateral property as reflected in the property condition report.

Un-Anchored Retail

General. The following is a description of the seller’s standards for commercial loans originated pursuant to their “Un-Anchored Retail” underwriting guidelines. Un-anchored retail is loan collateral such as a neighborhood shopping center which does not have a national or regionally recognized large retailer as the significant draw to the retail center. Un-anchored retail generally will draw customers from a smaller geographic area as opposed to an anchored retail center.

Revenue. Under the Un-Anchored Retail underwriting guidelines, revenue includes existing leases occupied by tenants in place and paying rent. In assessing the revenue from leases on un-anchored property, ICCC will reduce above market leases to the market rental rate however, below market leases will not be increased to the market rental rate. In determining whether lease income for a particular tenant should be included in revenue, ICCC evaluates the remaining lease term, the effective date and rate of fixed lease increases, excess tenant improvements or other rental concessions.

Other Income. Under the Un-Anchored Retail underwriting guidelines, in determining the amount of “other income” to be included in the cash flow for a particular property, ICCC considers percentage rents (rent based on a percentage of the tenant’s monthly gross income rather than a fixed monthly amount), common area maintenance reimbursements and miscellaneous income based on historical figures, going back at least one year where possible, with adequate supporting documentation.

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Vacancy. Under the Un-Anchored Retail underwriting guidelines, ICCC calculates vacancy based on the greater of actual vacancy or the current market vacancy. In conducting a vacancy analysis, ICCC takes lease terms and near tern lease expirations into consideration.

Expenses. Under the Un-Anchored Retail underwriting guidelines, ICCC evaluates borrower expenses by comparing historical expenses, going back at least one year where possible, to the appraiser’s estimate of expenses and borrower’s pro forma. If historical expenses are not relied upon, sufficient documentation must be available to fully support the deviation from the historical expenses. In addition, ICCC will closely analyze repair and maintenance expenses to make certain that these only include normal wear and tear items and do not include capital expenditures.

Management. Under the Un-Anchored Retail underwriting guidelines, ICCC will underwrite to management fees at a minimum of 4% calculated based on EGI. The actual figure to be used should be compared to the appraisal and should never be less than an actual contract in place.

Replacement Reserves. Under the Un-Anchored Retail underwriting guidelines, the amount that should be set aside in the event a capital expenditure becomes necessary is generally $0.25 per square foot.

Tenant Improvements. Under the Un-Anchored Retail underwriting guidelines, ICCC underwrites tenant improvements based on local market conditions, as supported by an appraisal. In determining whether to include tenant improvements in its evaluation, ICCC considers several factors, including the credit worthiness of the tenant, whether a major tenant will vacate the property during the loan term and whether sufficient reserves per square foot are in place to cover replacing tenants whose leases expire during the loan term.

Leasing Commissions. Under the Un-Anchored Retail underwriting guidelines, ICCC takes into consideration the annual amount of reserves that should be set aside to provide payment of broker commissions to cover replacing tenants whose leases expire during the loan term. The amount of annual reserves should be based on local market standards as supported by an appraisal.

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Lease Renewal/Retention. Under the Un-Anchored Retail underwriting guidelines, ICCC uses market conditions and historical property information in order to evaluate lease renewal and retention.

Underwriting Tenant Improvement/Leasing Commissions Reserve. Under the Un-Anchored Retail underwriting guidelines, and for underwriting purposes only, ICCC generally evaluates the amounts required for tenant improvements and leasing commissions at $0.45 per square foot.

Loan Amortization. Under the Un-Anchored Retail underwriting guidelines, ICCC evaluates several factors in determining acceptable loan amortization periods including whether the property is well maintained, the actual age of the property, the estimated remaining economic life of the collateral property and whether the property has had major verifiable renovations which have extended the economic life of the property. ICCC has discretion to determine an acceptable amortization period based on available information and supporting documentation. In no event will the amortization term of the loan be less than five (5) years shorter than the estimated remaining economic life of the collateral property as reflected in the property condition report.

Self Storage

General. The following is a description of the seller’s standards for commercial loans originated pursuant to their “Self Storage” underwriting guidelines. Self storage properties are generally classified as properties that rent space to the general public for the storage of miscellaneous goods.

Revenue. Under the Self Storage underwriting guidelines, ICCC analyzes and includes, in revenue, the most conservative of the following: the last 12 months of revenue, actual leases in place and paying rent less an appropriate allowance for vacancies or an estimate based on the market standard for leases on such properties based on an appraisal less an appropriate allowance for vacancies.

Other Income. Under the Self Storage underwriting guidelines, in determining the amount of “other income” to be included in the cash flow for a particular property, ICCC considers the operation of the property including packing and lock sales income which may be included in “other income” if it is based on the last twelve (12) months of revenue, preferably with an additional year or two of support.

Vacancy. Under the Self Storage underwriting guidelines, ICCC calculates vacancy based on the comparison of current rents in place less an appropriate allowance for vacancy or an appraisal estimate of market rents less an appropriate allowance for vacancy in the last twelve (12) months.

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Expenses. Under the Self Storage underwriting guidelines, in most instances, ICCC will use the expenses for the past twelve (12) months in its analysis, however, ICCC will use the most conservative of the following three approaches: the last twelve (12) months of expenses, borrower pro forma or appraisal pro forma. ICCC will document all deviations from the figure based on the last twelve (12) months of expenses.

Management. Under the Self Storage underwriting guidelines, ICCC will underwrite to management fees at a minimum of 6% figure, calculated based on EGI. If the property is owner managed, and there is not any figure for management in the Trailing 12 expenses, an appropriate figure must be included in the expense calculation.

Replacement Reserves. Under the Self Storage underwriting guidelines, the amount that should be set aside in the event a capital expenditure becomes necessary is generally $0.15 to $0.20 per square foot.

Loan Amortization. Under the Self Storage underwriting guidelines, ICCC evaluates several factors in determining acceptable loan amortization periods including whether the property is well maintained, the actual age of the property, the estimated remaining economic life of the collateral property and whether the property has had major verifiable renovations which have extended the economic life of the property. ICCC has discretion to determine an acceptable amortization period based on available information and supporting documentation. In no event will the amortization term of the loan be less than five (5) years shorter than the estimated remaining economic life of the collateral property as reflected in the property condition report.

Mobile Home Park

General. The following is a description of the seller’s standards for commercial loans originated pursuant to their “Mobile Home Park” underwriting guidelines. Mobile Home Parks are properties that contain dwelling units that are generally factory assembled, transportable and intended for year-round occupancy. The seller provides financing for the land pads underneath the dwelling units and the common area real property. The loan collateral does not include the dwelling units themselves, unless owned by the owner of the underlying real property.

Revenue. Under the Mobile Home Park underwriting guidelines, revenue includes the last twelve (12) months of income on a mobile home property. If the last twelve (12) months of income is not available or is not applicable for some reason, a current rent roll can be used. The current rent roll must be compared to whatever historical information is available to fully understand how current rents compare to historical figures. Current rents should be compared to the appraisal to determine if they are within market ranges. In assessing the revenue from a mobile home park, ICCC will reduce above market leases to the market rental rate. ICCC will give credit towards revenue for any excess income generated on any “coaches” owned by the borrower. Owner owned coaches must be limited to no more than 20% of the property. ICCC will not give any credit to income generated by portions of the mobile home park which cater to recreational vehicles or other short term uses.

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Other Income. Under the Mobile Home Park underwriting guidelines, in determining the amount of “other income” to be included in the cash flow for a particular mobile home park, ICCC considers laundry fees, parking fees, storage unit fees, cable TV fees, forfeited security deposits and utility reimbursements based on the figures from the last twelve (12) months with adequate support from historical averages.

Vacancy. Under the Mobile Home Park underwriting guidelines, ICCC calculates vacancy based on the greater of actual vacancy or the current market vacancy, weighing historical averages in the final decision process. In conducting the vacancy analysis, ICCC takes into consideration any spaces currently out of service and the number of employee units.

Expenses. Under the Mobile Home Park underwriting guidelines, ICCC evaluates expenses by looking at the expenses for the past twelve (12) months as the basis for operating expenses. ICCC will compare the expenses for the past twelve (12) months against the appraiser’s estimate of expenses and borrower’s pro forma. In addition, ICCC will closely analyze repair and maintenance expenses make certain these only include normal wear and tear items and do not include capital expenditures.

Offsite Management. Under the Mobile Home Park underwriting guidelines, ICCC will underwrite to management fees at a market rate with a minimum of 4%, calculated based on EGI. If the property is owner managed, and there is not any figure for management in the expenses for the past twelve (12) months, an appropriate figure must be included in the expense calculation.

Onsite Management. Under the Mobile Home Park underwriting guidelines, onsite property management is a necessity depending on the number of spaces in the property. For properties with less than 24 units, there are no onsite management expenses. For properties with 24-40 units, the onsite management expenses include the market salary of a manager. For properties with over 40 units, the onsite management expenses include the market salary of a manager and a half time employee. The foregoing is a guide to be compared to the onsite management expenses for the past twelve (12) months, the appraiser’s estimate of expenses and borrower’s pro forma.

Replacement Reserves. Under the Mobile Home Park underwriting guidelines, the amount that should be set aside in the event a capital expenditure becomes necessary is generally $50 per space per annum depending on the property’s level of improvements, age and renovation status.

Loan Amortization. Under the Mobile Home Park underwriting guidelines, ICCC evaluates several factors in determining acceptable loan amortization periods including whether the property is well maintained, the actual age of the property, the estimated remaining economic life of the collateral property and whether the property has had major verifiable renovations which have extended the economic life of the property. ICCC has discretion to determine an acceptable amortization period based on available information and supporting documentation. In no event will the amortization term of the loan be less than five (5) years shorter than the estimated remaining economic life of the collateral property as reflected in the property condition report.

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Representations and Warranties

In the Mortgage Loan Purchase Agreement, pursuant to which the Depositor purchased the mortgage loans from the Sponsor, the Sponsor made certain representations and warranties to the Depositor concerning the mortgage loans. The Trustee will be assigned all right, title and interest in the Mortgage Loan Purchase Agreement insofar as they relate to such representations and warranties made by the Sponsor.

The representations and warranties of the Sponsor with respect to the mortgage loans include the following, among others:

(1) The information set forth in the mortgage loan schedule is true, complete and correct in all material respects as of the Closing Date;

(2) Immediately prior to the sale of the mortgage loans pursuant to the Mortgage Loan Purchase Agreement, the Sponsor was the sole owner of beneficial title and holder of each mortgage and mortgage note relating to the mortgage loans and as of the Closing Date, or as of another specified date, is conveying the same to the Depositor free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, mechanics’ lien, assessment, claim or security interest, and the Sponsor has full right and authority to sell and assign each mortgage loan pursuant to the Mortgage Loan Purchase Agreement;

(3) As of the Closing Date, the improvements on each Mortgaged Property securing a Mortgage Loan are insured (by an insurer which is acceptable to the Sponsor) against loss by fire, flood and such hazards as are covered under a standard extended coverage endorsement in the locale in which the Mortgaged Property is located, in an amount which is not less than the lesser of the maximum insurable value of the improvements securing such Mortgage Loan or the outstanding principal balance of the Mortgage Loan, but in no event in an amount less than an amount that is required to prevent the Mortgagor from being deemed to be a co-insurer thereunder;

(4) Except to the extent insurance is in place which will cover such damage, the physical property subject to any Mortgage is free of material damage and is in good repair and there is no proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property;

(5) The Mortgaged Property and all improvements thereon comply with all requirements of any applicable zoning and subdivision laws and ordinances;

(6) A lender’s title insurance policy (on an ALTA or CLTA form) or binder, or other assurance of title customary in the relevant jurisdiction therefor was issued on the date that each Mortgage Loan was created by a title insurance company which, to the best of the Sponsor’s knowledge, was qualified to do business in the jurisdiction where the related Mortgaged Property is located, insuring the Sponsor and its successors and assigns that the Mortgage is a first priority lien on the related Mortgaged Property in the original principal amount of the Mortgage Loan. The Sponsor is the sole insured under such lender’s title insurance policy, and such policy, binder or assurance is valid and remains in full force and effect, and each such policy, binder or assurance shall contain all applicable endorsements including a negative amortization endorsement, if applicable;

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(7) As of the Closing Date there is no material monetary default existing under any Mortgage or the related Mortgage Note and there is no material event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach or event of acceleration; and neither the Sponsor nor any of its respective affiliates has taken any action to waive any default, breach or event of acceleration; and no foreclosure action is threatened or has been commenced with respect to the Mortgage Loan;

(8) Neither the Sponsor nor any prior holder of any Mortgage has impaired, waived, altered or modified the Mortgage or Mortgage Notes in any material respect (except that a Mortgage Loan may have been modified by a written instrument which has been recorded, if necessary to protect the interests of the owner of such Mortgage Loan or the Bonds, and which has been delivered to the Trustee); satisfied, canceled or subordinated such Mortgage in whole or in part; released the applicable Mortgaged Property in whole or in part from the lien of such Mortgage; or executed any instrument of release, cancellation or satisfaction with respect thereto; and

(9) At the time of origination, if required, each Mortgaged Property was the subject of an appraisal which conforms to the underwriting requirements of the related originator; the Mortgage File contains an appraisal of the applicable Mortgaged Property.

In the case of a breach of any representation or warranty set forth above which materially and adversely affects the value of the interests of the Certificateholders or of the Depositor in any of the mortgage loans, the Sponsor shall, within 90 days from the date of its discovery or receipt of notice thereof, cure such breach or repurchase event in all material respects or shall either (i) repurchase such Mortgage Loan from the Issuing Entity at the repurchase price, or (ii) substitute one or more Eligible Substitute Mortgage Loans for such Mortgage Loan, in each case in the manner and subject to the conditions set forth in Mortgage Loan Purchase Agreement. The obligations of the Sponsor to cure, repurchase or substitute shall constitute the sole and exclusive remedy respecting a breach of such representations and warranties available to the Depositor, the Issuing Entity, the Certificateholders and the Bondholders against the sponsor.

Additional Information

The description in this prospectus supplement of the mortgage pool and the mortgaged properties is based upon the mortgage pool as constituted at the close of business on the Cut-off Date, as adjusted for the scheduled principal payments due on or before this date. Prior to the issuance of the Certificates, mortgage loans may be removed from the mortgage pool as a result of incomplete documentation or otherwise if the depositor deems this removal necessary or desirable, and may be prepaid at any time. A limited number of other mortgage loans may be included in the mortgage pool prior to the issuance of the Certificates unless including these mortgage loans would materially alter the characteristics of the mortgage pool as described in this prospectus supplement. The depositor believes that the information set forth in this prospectus supplement will be representative of the characteristics of the mortgage pool as it will be constituted at the time the Certificates are issued, although the range of mortgage rates and maturities and other characteristics of the mortgage loans may vary. In no event, however, will more than 5% (by principal balance at the Cut- off Date) of the mortgage loans deviate from the characteristics of the mortgage loans set forth in the related prospectus supplement.

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If, as of the Closing Date, any material pool characteristic differs by 5% or more from the description in this prospectus supplement, revised disclosure will be provided either in a supplement or in a current report on Form 8-K.

STATIC POOL INFORMATION

Static pool information material to this offering may be found at __________________________. The Sponsor does not have any material static pool information with respect to any mortgage loans of the same type as those included in the issuing entity originated by it prior to January 1, 2006, because all or substantially all of these mortgage loans originated by the Sponsor prior to that time were sold on a servicing released basis, and such information may not be obtained without unreasonable effort or expense. With respect to any of these mortgage loans originated by the Sponsor on or after January 1, 2006, the static pool information provided does not include any information with respect to any mortgage loan which was sold on a servicing released basis, except to the extent the purchaser of that loan or another third-party has agreed to provide that information back to the Sponsor and has actually provided it to the Sponsor with indemnification.

Information provided through the Internet address above will not be deemed to be a part of this prospectus or the registration statement for the securities offered hereby if it relates to any prior securities pool or vintage formed before January 1, 2006, or with respect to the mortgage pool (if applicable), any period before January 1, 2006.

YIELD ON THE CERTIFICATES

Delay in Distributions on the Offered Certificates

The effective yield to holders of the offered certificates of each class will be less than the yields otherwise produced by their respective Pass-Through Rates and purchase prices because (1) on the first distribution date one month’s interest is payable even though __ days will have elapsed from the date on which interest begins to accrue, (2) on each succeeding distribution date the interest payable is the interest accrued during the month preceding the month of the distribution date, which ends __ days prior to the distribution date and (3) during each Interest Accrual Period (other than the first Interest Accrual Period), interest accrues on a Certificate Principal Balance or Notional Amount that is less than the Certificate Principal Balance or Notional Amount of the class actually outstanding for the first __ days of this Interest Accrual Period.

Shortfalls in Collections of Interest

When a principal prepayment in full is made on a mortgage loan, the mortgagor is charged interest only for the period from the Due Date of the preceding monthly payment up to the date of the principal prepayment, instead of for a full month. When a partial principal prepayment is made on a mortgage loan, the mortgagor is not charged interest on the amount of the prepayment for the month in which the prepayment is made. The Master Servicer is obligated to pay from its own funds only those interest shortfalls attributable to full and partial prepayments by the mortgagors on the mortgage loans master serviced by it, but only to the extent of its aggregate Servicing Fee for the related Due Period. See “Pooling and Servicing Agreement” in this prospectus supplement. Accordingly, the effect of any principal prepayments on the mortgage loans, to the extent that any resulting Prepayment Interest Shortfall exceeds any Compensating Interest, will be to reduce the aggregate amount of interest collected that is available for distribution to holders of the Certificates. Any resulting shortfalls will be allocated among the Certificates as provided in this prospectus supplement under “Description of the Certificates—Interest Distributions”.

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General Prepayment Considerations

The rate of principal payments on each class of offered certificates (other than the Class XS Certificates), the aggregate amount of distributions on each class of offered certificates and the yield to maturity of each class of offered certificates will be related to the rate and timing of payments of principal on the mortgage loans. The rate of principal payments on the mortgage loans will in turn be affected by the amortization schedules of the mortgage loans and by the rate of principal prepayments on the mortgage loans (including for this purpose payments resulting from refinancings, liquidations of the mortgage loans due to defaults, casualties, condemnations and repurchases, whether optional or required, by the depositor, the Sponsor, the Originator or the Master Servicer, as the case may be). The mortgage loans generally may be prepaid by the mortgagors at any time; however, as described under “The Mortgage Pool” in this prospectus supplement, with respect to approximately _____% of the mortgage loans, by aggregate principal balance as of the Cut-off Date, a prepayment may subject the related mortgagor to a prepayment charge. All of the mortgage loans contain due-on-sale clauses. As described under “Description of the Certificates—Principal Distributions on the Senior Certificates” in this prospectus supplement, prior to the distribution date in ________ ____, all principal prepayments on the mortgage loans will be allocated to the Senior Certificates (other than the Class XS Certificates). Thereafter, as further described in this prospectus supplement, during some periods, subject to loss and delinquency criteria described in this prospectus supplement, the Senior Prepayment Percentage may continue to be disproportionately large (relative to the Senior Percentage) and the percentage of principal prepayments payable to the Subordinate Certificates may continue to be disproportionately small.

Prepayments, liquidations and repurchases of the mortgage loans will result in distributions in respect of principal to the holders of the class or classes of offered certificates then entitled to receive these principal distributions that otherwise would be distributed over the remaining terms of the mortgage loans. See “Maturity and Prepayment Considerations” in the prospectus. Since the rates of payment of principal on the mortgage loans will depend on future events and a variety of factors (as described more fully in this prospectus supplement and in the prospectus under “Yield Considerations” and “Maturity and Prepayment Considerations”), no assurance can be given as to the rate of principal prepayments. The extent to which the yield to maturity of any class of offered certificates (other than the Class XS Certificates) may vary from the anticipated yield will depend upon the degree to which they are purchased at a discount or premium and the degree to which the timing of payments on the offered certificates is sensitive to prepayments on the mortgage loans. Further, an investor should consider, in the case of any offered certificate purchased at a discount, the risk that a slower than anticipated rate of principal payments on the mortgage loans could result in an actual yield to an investor that is lower than the anticipated yield and, in the case of any offered certificate purchased at a premium, the risk that a faster than anticipated rate of principal payments could result in an actual yield to the investor that is lower than the anticipated yield. In general, the earlier a prepayment of principal on the mortgage loans, the greater will be the effect on the investor’s yield to maturity. As a result, the effect on an investor’s yield of principal payments occurring at a rate higher (or lower) than the rate anticipated by the investor during the period immediately following the issuance of the offered certificates would not be fully offset by a subsequent like reduction (or increase) in the rate of principal payments.

The yield to maturity on the Class XS Certificates will be extremely sensitive to prepayments on the mortgage loans generally, and most sensitive to prepayments on mortgage loans with relatively high mortgage rates. See “—Yield Sensitivity of the Class XS Certificates” in this prospectus supplement.

It is highly unlikely that the mortgage loans will prepay at any constant rate until maturity or that all of the mortgage loans will prepay at the same rate. Moreover, the timing of prepayments on the mortgage loans may significantly affect the actual yield to maturity on the offered certificates, even if the average rate of principal payments experienced over time is consistent with an investor’s expectation.

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Because principal distributions are paid to some classes of offered certificates before other classes, holders of classes of offered certificates having a later priority of payment bear a greater risk of losses (because the offered certificates will represent an increasing percentage interest in the issuing entity during the period prior to the commencement of distributions of principal thereon) than holders of classes having earlier priorities for distribution of principal. In particular with respect to the Lockout Certificates, as described under “Description of the Certificates—Principal Distributions on the Senior Certificates” in this prospectus supplement, during some periods, no principal payments or a disproportionately small portion of the Senior Principal Distribution Amount will be distributed on the Lockout Certificates, and during other periods, a disproportionately large portion of the Senior Principal Distribution Amount will be distributed on the Lockout Certificates. Unless the Certificate Principal Balances of the Class A Certificates (other than the Lockout Certificates) have been reduced to zero, the Lockout Certificates will not be entitled to receive any distributions of principal payments prior to the distribution date in ________ ____.

The rate of payments (including prepayments) on pools of mortgage loans is influenced by a variety of economic, geographic, social and other factors. If prevailing mortgage rates fall significantly below the mortgage rates on the mortgage loans, the rate of prepayment (and refinancing) would be expected to increase. Conversely, if prevailing mortgage rates rise significantly above the mortgage rates on the mortgage loans, the rate of prepayment on the mortgage loans would be expected to decrease. Other factors affecting prepayment of mortgage loans include changes in mortgagors’ housing needs, job transfers, unemployment, mortgagors’ net equity in the mortgaged properties and servicing decisions. There can be no certainty as to the rate of prepayments on the mortgage loans during any period or over the life of the Certificates. See “Yield Considerations” and “Maturity and Prepayment Considerations” in the prospectus.

In general, defaults on mortgage loans are expected to occur with greater frequency in their early years. In addition, default rates generally are higher for mortgage loans used to refinance an existing mortgage loan. In the event of a mortgagor’s default on a mortgage loan, there can be no assurance that recourse beyond the specific mortgaged property pledged as security for repayment will be available. See “The Mortgage Pool—Underwriting Standards” and “The Mortgage Pool—Representations and Warranties” in this prospectus supplement.

Market Interest Rate and Subordination Yield Considerations

Because the mortgage rates on the mortgage loans and the Pass-Through Rates on the offered certificates (other than the Class XS Certificates) are fixed, these rates will not change in response to changes in market interest rates. Accordingly, if mortgage market interest rates or market yields for securities similar to these offered certificates were to rise, the market value of these offered certificates may decline.

As described under “Description of the Certificates—Allocation of Losses; Subordination”, amounts otherwise distributable to holders of the Subordinate Certificates may be made available to protect the holders of the Senior Certificates against interruptions in distributions due to mortgagor delinquencies, to the extent not covered by P&I Advances, and amounts otherwise distributable to holders of the Subordinate Certificates with a higher numerical class designation may be made available to protect the holders of Subordinate Certificates with a lower numerical class designation against interruptions in distributions. Delinquencies may affect the yield to investors on the Subordinate Certificates, and, even if subsequently cured, will affect the timing of the receipt of distributions by the holders of the Subordinate Certificates. In addition, a larger than expected rate of delinquencies or losses will affect the rate of principal payments on each class of the Subordinate Certificates if it delays the scheduled reduction of the Senior Prepayment Percentage, triggers an increase of the Senior Prepayment Percentage to [100]% or triggers a lockout of one or more classes of Subordinate Certificates from distributions of portions of the Subordinate Principal Distribution Amount. See “Description of the Certificates—Principal Distributions on the Senior Certificates” and “—Principal Distributions on the Subordinate Certificates” in this prospectus supplement.

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Weighted Average Life

Weighted average life refers to the amount of time that will elapse from the date of issuance of a security until each dollar of principal of the security will be repaid to the investor. The weighted average life of the offered certificates of each class will be influenced by the rate at which principal on the mortgage loans is paid, which may be in the form of scheduled payments or prepayments (including prepayments of principal by the mortgagor as well as amounts received by virtue of condemnation, insurance or foreclosure with respect to the mortgage loans), and the timing thereof.

Except as otherwise described under “Description of the Certificates—Principal Distributions on the Senior Certificates” in this prospectus supplement, distributions of principal will be made to the classes of Class A Certificates according to the priorities described in this prospectus supplement, rather than on a pro rata basis among the Class A Certificates, unless the Certificate Principal Balances of the Subordinate Certificates have been reduced to zero. The timing of commencement of principal distributions and the weighted average life of each class of Class A Certificates will be affected by the rates of prepayment on the mortgage loans experienced both before and after the commencement of principal distributions on each class of Class A Certificates. Moreover, because the Lockout Certificates do not receive (unless the Certificate Principal Balances of the Class A Certificates, other than the Lockout Certificates, have been reduced to zero) any portion of principal payments prior to the distribution date occurring in ________ ____ and thereafter will receive (unless the Certificate Principal Balances of the Class A Certificates, other than the Lockout Certificates, have been reduced to zero) a disproportionately small or large portion of principal payments, the weighted average life of the Lockout Certificates will be longer or shorter than would otherwise be the case, and the effect on the market value of the Lockout Certificates of changes in market interest rates or market yields for similar securities may be greater or lesser than for the other classes of Class A Certificates entitled to principal distributions.

Prepayments on mortgage loans are commonly measured relative to a prepayment standard or model. The model used in this prospectus supplement is the Prepayment Assumption No representation is made that the mortgage loans in the mortgage pool will prepay at the above-described rates or any other rate. CPR refers to the Constant Prepayment Rate model, which assumes that the outstanding principal balance of a pool of mortgage loans prepays at a specified constant annual rate or CPR. In generating monthly cash flows, this rate is converted to an equivalent constant monthly rate. To assume __% CPR or any other CPR percentage is to assume that the stated percentage of the outstanding principal balance of the pool is prepaid over the course of a year.

The tables following the next paragraph indicate the percentage of the initial Certificate Principal Balance of the indicated classes of Certificates that would be outstanding after each of the dates shown at various constant percentages of the Prepayment Assumption and the corresponding weighted average life of the indicated class of Certificates. The table is based on the following modeling assumptions (the “Structuring Assumptions”):

(1) the mortgage pool consists of ____ mortgage loans with the characteristics set forth in the table below,

(2) distributions on the indicated Certificates are received, in cash, on the ___ day of each month, commencing in ________ ____,

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(3) the mortgage loans prepay at the constant percentages of the Prepayment Assumption indicated,

(4) no defaults or delinquencies occur in the payment by mortgagors of principal and interest on the mortgage loans,

(5) none of the depositor, the Sponsor, the Originator, the Master Servicer or any other person purchases from the issuing entity any mortgage loan pursuant to any obligation or option under the Agreement (except as indicated in footnote (2) in the tables),

(6) scheduled monthly payments on the mortgage loans are received on the first day of each month commencing in ________ ____, and are computed prior to giving effect to any prepayments received in the prior month,

(7) prepayments representing payment in full of individual mortgage loans are received on the last day of each month commencing in _______ ____, and include 30 days’ interest,

(8) the scheduled monthly payment for each mortgage loan is calculated based on its principal balance, mortgage rate and remaining term to maturity so that the mortgage loan will amortize in amounts sufficient to repay the remaining principal balance of the mortgage loan by its remaining term to maturity,

(9) the Certificates are purchased on _______ __, ____ and

(10) the Servicing Fee Rate is ____% per annum and the Trustee’s Fee Rate is _____% per annum.

ASSUMED MORTGAGE LOAN CHARACTERISTICS

PRINCIPAL BALANCE AS OF THE CUT-OFF DATE	MORTGAGE RATE	ORIGINAL TERM TO MATURITY (MONTHS)	REMAINING TERM TO MATURITY (MONTHS)
$	%
$	%
$	%
$	%

There will be discrepancies between the characteristics of the actual mortgage loans and the characteristics assumed in preparing the table below. Any discrepancy may have an effect upon the percentages of the initial Certificate Principal Balances outstanding (and the weighted average lives) of the classes of Certificates set forth in the table. In addition, to the extent that the actual mortgage loans included in the mortgage pool have characteristics that differ from those assumed in preparing the table below, the classes of Certificates set forth below may mature earlier or later than indicated by the table below. Based on the foregoing Structuring Assumptions, the table below indicates the weighted average life of each class of the Class A Certificates and the Subordinate Certificates and sets forth the percentage of the initial Certificate Principal Balance of each of these Certificates that would be outstanding after each of the dates shown, at various percentages of the Prepayment Assumption. Neither the prepayment model used in this prospectus supplement nor any other prepayment model or assumption purports to be a historical description of prepayment experience or a prediction of the anticipated rate of prepayment of any pool of mortgage loans, including the mortgage loans included in the issuing entity. Variations in the prepayment experience and the balance of the mortgage loans that prepay may increase or decrease the percentages of initial Certificate Principal Balance (and weighted average lives) shown in the following table. Variations may occur even if the average prepayment experience of all of the mortgage loans equals any of the specified percentages of the Prepayment Assumption.

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Percent of Initial Certificate Principal Balance Outstanding at the Specified Percentages of the Prepayment Assumption

DISTRIBUTION DATE	CLASS A-1 CERTIFICATES	CLASS A-2 CERTIFICATES	CLASS A-3 CERTIFICATES	CLASS A-4 CERTIFICATES	CLASS A-5 CERTIFICATES	CLASS A-6 CERTIFICATES	Subordinate Certificates
	0%	25%	50%	75%	100%	125%	150%
Weighted Average Life in Years(1)
Weighted Average Life in Years(2)

(1) The weighted average life of a Certificate is determined by (a) multiplying the amount of each distribution of principal by the number of years from the date of issuance of the Certificate to the related distribution date, (b) adding the results and (c) dividing the sum by the initial Certificate Principal Balance of the Certificate.

(2) Calculated pursuant to footnote one but assumes the Master Servicer exercises its option to purchase the mortgage loans. See “Pooling and Servicing Agreement” in this prospectus supplement.

There is no assurance that prepayments of the mortgage loans will conform to any of the levels of the Prepayment Assumption indicated in the table above or to any other level, or that the actual weighted average life of any class of Certificates will conform to any of the weighted average lives set forth in the table above. Furthermore, the information contained in the table with respect to the weighted average life of each specified class of Certificates is not necessarily indicative of the weighted average life that might be calculated or projected under different or varying prepayment assumptions.

The characteristics of the mortgage loans will differ from those assumed in preparing the table above. In addition, it is unlikely that any mortgage loan will prepay at any constant percentage of the Prepayment Assumption until maturity or that all of the mortgage loans will prepay at the same rate. The timing of changes in the rate of prepayments may significantly affect the actual yield to maturity to investors, even if the average rate of principal prepayments is consistent with the expectations of investors.

Yield Sensitivity of the Class XS Certificates

The yield to maturity of the Class XS Certificates will be extremely sensitive to the prepayment, repurchase and default experience on the mortgage loans, which may fluctuate significantly from time to time. A rapid rate of principal payments on the mortgage loans will have a materially negative effect on the yield to maturity of the Class XS Certificates, and principal prepayments on mortgage loans with higher mortgage rates will have a greater negative impact on the yield to maturity of the Class XS Certificates than principal prepayments on mortgage loans with lower mortgage rates. There can be no assurance that the mortgage loans will prepay at any particular rate. Prospective investors in the Class XS Certificates should fully consider the associated risks, including the risk that they may not fully recover their initial investment.

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The following table indicates the sensitivity of the yield of the Class XS Certificates to various rates of prepayment on the mortgage loans and the corresponding pre-tax yield on a corporate bond equivalent basis. The table set forth below has been prepared based on the modeling assumptions.

Pre-Tax Yield to Maturity on the Class XS Certificates at Various Percentages of the Prepayment Assumption

Assumed Aggregate Purchase Price Percentages Of The Prepayment Assumption
	0%	25%	50%	75%	100%	125%	150%

On the basis of a constant prepayment rate of approximately ___% of the Prepayment Assumption and the purchase price assumed above, the yield to maturity of the Class XS Certificates would be approximately __%. If the actual prepayment rate were to exceed this rate, initial investors in the Class XS Certificates would not fully recover their initial investment.

The pre-tax yields set forth in the preceding table were calculated by determining the monthly discount rates that, when applied to the assumed streams of cash flows to be paid on the Class XS Certificates, would cause the discounted present value of these assumed stream of cash flows to equal the assumed purchase price of the Class XS Certificates, and by converting the monthly rates to corporate bond equivalent rates. This calculation does not take into account shortfalls in collection of interest due to prepayments (or other liquidations) on the mortgage loans or the interest rates at which investors may be able to reinvest funds received by them as distributions on the Class XS Certificates and consequently does not purport to reflect the return on any investment in the Class XS Certificates when the reinvestment rates are considered.

The characteristics of the mortgage loans will differ from those assumed in preparing the table above. There can be no assurance that the cash flows on the Class XS Certificates will correspond to those used to determine the pre-tax yields shown above or that the aggregate purchase price of the Class XS Certificates will be as assumed. It is unlikely that any mortgage loan will prepay at the specified percentages of the Prepayment Assumption until maturity or that all of the mortgage loans will prepay at the same rate. The timing of changes in the rate of prepayments may significantly affect the actual yield to maturity to investors, even if the average rate of principal prepayments is consistent with the expectations of investors. The portion of interest payments on the mortgage loans distributable to the Class XS Certificates will vary from mortgage loan to mortgage loan, and will be greater with respect to mortgage loans with higher mortgage rates. Accordingly, the yield on the Class XS Certificates will be lower than indicated in the applicable table above with respect to any particular average prepayment rate if mortgage loans with higher mortgage rates prepay faster than mortgage loans with lower mortgage rates, assuming no variation in mortgage loan principal balance. Moreover, the variable Pass-Through Rate on the Class XS Certificates will generally decrease as the Certificate Principal Balances of Class A Certificates with lower fixed Pass-Through Rates decline. There can be no assurance that the mortgage loans will prepay at any of the rates shown in the table or at any other particular rate, or that mortgage loans with relatively high mortgage rates will prepay at the same rate as the mortgage loans generally. Investors must make their own decisions as to the appropriate prepayment assumptions to be used in deciding whether to purchase the Class XS Certificates.

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Yield Sensitivity of the Subordinate Certificates

If the Certificate Principal Balances of the Class B-6 Certificates, Class B-5 Certificates, Class B-4 Certificates, Class B-3 Certificates and Class B-2 Certificates have been reduced to zero, the yield to maturity on the Class B-1 Certificates will become extremely sensitive to losses on the mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of losses on the mortgage loans will be allocated to the Class B-1 Certificates. If the Certificate Principal Balances of the Class B-6 Certificates, Class B-5 Certificates, Class B-4 Certificates and Class B-3 Certificates have been reduced to zero, the yield to maturity on the Class B-2 Certificates will become extremely sensitive to losses on the mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of losses on the mortgage loans will be allocated to the Class B-2 Certificates. If the Certificate Principal Balances of the Class B-6 Certificates, Class B-5 Certificates and Class B-4 Certificates have been reduced to zero, the yield to maturity on the Class B-3 Certificates will become extremely sensitive to losses on the mortgage loans (and the timing thereof) that are covered by subordination, because the entire amount of losses on the mortgage loans will be allocated to the Class B-3 Certificates. The initial undivided interest in the issuing entity evidenced by the Class B-1 Certificates, the Class B-2 Certificates, the Class B-3 Certificates, the Class B-4 Certificates, the Class B-5 Certificates and the Class B-6 Certificates is approximately ____%, approximately ____%, approximately ____%, approximately ____%, approximately ____% and approximately ____%, respectively. Investors in the Subordinate Certificates should fully consider the risk that Realized Losses on the mortgage loans could result in the failure of these investors to fully recover their investments. For additional considerations relating to the yield on the Subordinate Certificates, see “Yield Considerations” and “Maturity and Prepayment Considerations” in the prospectus.

Additional Yield Considerations Applicable Solely to the Residual Certificates

The certificateholders’ after-tax rate of return on their Residual Certificates will reflect their pre-tax rate of return, reduced by the taxes required to be paid with respect to the Residual Certificates. Holders of Residual Certificates will have tax liabilities with respect to their Residual Certificates during the early years of the REMIC’s term that substantially exceed any distributions payable thereon during or prior to any such period. In addition, holders of Residual Certificates will have tax liabilities with respect to their Residual Certificates the present value of which substantially exceeds the present value of distributions payable thereon and of any tax benefits that may arise with respect thereto. Accordingly, the after-tax rate of return on the Residual Certificates may be negative or may otherwise be significantly adversely affected. The timing and amount of taxable income attributable to the Residual Certificates will depend on, among other things, the timing and amounts of prepayments and losses experienced with respect to the mortgage pool.

The Residual Certificateholders are encouraged to consult their own tax advisors as to the effect of taxes and the receipt of any payments made to these holders in connection with the transfer of the Residual Certificates on after-tax rates of return on the Residual Certificates. See “Federal Income Tax Consequences” in this prospectus supplement and in the prospectus.

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DESCRIPTION OF THE CERTIFICATES

General

The Series ____-___ Certificates will consist of ________ classes of certificates. Only the offered certificates are offered by this prospectus supplement.

The Certificates represent in the aggregate the entire beneficial ownership interest in an issuing entity consisting primarily of a mortgage pool of mortgage loans and an aggregate principal balance as of the Cut- off Date, after application of scheduled payments due whether or not received, of approximately $___________, subject to a permitted variance as described in this prospectus supplement under “The Mortgage Pool” in this prospectus supplement.

Each class of the offered certificates will have the approximate initial Certificate Principal Balance or Notional Amount, as applicable, as set forth on the cover hereof and will have the Pass-Through Rate determined as provided under “Summary of Prospectus Supplement” in this prospectus supplement. The Residual Certificates also represent the right to receive additional distributions in respect of the issuing entity on any distribution date after all required payments of principal and interest have been made on this date in respect of the other classes of Certificates, although it is not anticipated that funds will be available for any additional distribution. The Class B-4 Certificates, Class B-5 Certificates and Class B-6 Certificates have in the aggregate an initial Certificate Principal Balance of approximately $__________ and a fixed Pass-Through Rate for each distribution date of ____% per annum. The Class B-4 Certificates, the Class B-5 Certificates and the Class B-6 Certificates, which are not being offered by this prospectus supplement, will be sold by the depositor to _________________________ on the Closing Date.

The Class A Certificates will be issued, maintained and transferred on the book-entry records of DTC and its participants in minimum denominations of $_____ and integral multiples of $____ in excess thereof. The Class XS Certificates and the Subordinate Certificates will be issued in registered, certificated form, in minimum percentage interests corresponding to initial Certificate Principal Balances or notional amounts, as applicable, of $______ and integral multiples of $_____ in excess thereof, except that one Certificate of each of these classes may be issued evidencing an amount equal to either (1) the sum of an otherwise authorized denomination thereof plus the remainder of the aggregate initial Certificate Principal Balance or Notional Amount, as applicable, for the class or (2) the remainder. The Residual Certificates will be offered in registered, certificated form, in minimum denominations of $___ and integral multiples thereof.

The Book-Entry Certificates will initially be represented by one or more global certificates registered in the name of a nominee of DTC. The depositor has been informed by DTC that DTC’s nominee will be Cede & Co. No person acquiring an interest in any class of the Book-Entry Certificates will be entitled to receive a certificate representing such person’s interest, except as set forth below under “—Definitive Certificates”. Unless and until definitive certificates are issued under the limited circumstances described in this prospectus supplement, all references to actions by certificateholders with respect to the Book-Entry Certificates shall refer to actions taken by DTC upon instructions from its participants and all references in this prospectus supplement to distributions, notices, reports and statements to certificateholders with respect to the Book-Entry Certificates shall refer to distributions, notices, reports and statements to DTC or CEDE, as the registered holder of the Book-Entry Certificates, for distribution to Certificate Owners in accordance with DTC procedures. See “—Registration of the Book-Entry Certificates” and “—Definitive Certificates” in this prospectus supplement.

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The Class XS Certificates, the Class B-1 Certificates, the Class B-2 Certificates, the Class B-3 Certificates, the Residual Certificates and the definitive certificates will be transferable and exchangeable at the offices of the Trustee. The Subordinate Certificates and the Residual Certificates may not be purchased by or transferred to a Plan except upon delivery of a certification of facts or an opinion of counsel, as provided in this prospectus supplement. See “—Restrictions on Transfer of the Residual Certificates” and “ERISA Considerations” in this prospectus supplement. Transfer of the Residual Certificates will be subject to additional restrictions and transfer of the Residual Certificates to any non-United States person will be prohibited, in each case as described under “Federal Income Tax Consequences—Special Tax Considerations Applicable to Residual Certificates” in this prospectus supplement and under “Federal Income Tax Consequences—REMICS—Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain Organizations” and “—Taxation of Owners of REMIC Residual Certificates—Noneconomic REMIC Residual Certificates” in the prospectus. No service charge will be imposed for any registration of transfer or exchange, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith.

All distributions to holders of the Certificates, other than the final distribution on any class of Certificates, will be made on each distribution date by or on behalf of the Trustee to the persons in whose names the Certificates are registered at the close of business on the related Record Date. Distributions will be made either (a) by check mailed to the address of each certificateholders as it appears in the Certificate Register or (b) upon written request to the Trustee at least five business days prior to the relevant Record Date by any holder of Certificates having an aggregate initial Certificate Principal Balance or Notional Amount, as applicable, that is in excess of the lesser of (1) $5,000,000 or (2) two-thirds of the initial aggregate Certificate Principal Balance or Notional Amount, as applicable, of the class of Certificates, by wire transfer in immediately available funds to the account of the certificateholders specified in the request. The final distribution on any class of Certificates will be made in like manner, but only upon presentment and surrender of the class at the corporate trust office of the Trustee or any other location specified in the notice to certificateholders of the final distribution.

Registration of the Book-Entry Certificates

DTC is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participants and to facilitate the clearance and settlement of securities transactions between participants through electronic book entries, thereby eliminating the need for physical movement of certificates.

Certificate Owners that are not participants or indirect participants but desire to purchase, sell or otherwise transfer ownership of, or other interests in, the Book-Entry Certificates may do so only through participants and indirect participants. In addition, Certificate Owners will receive all distributions of principal of and interest on the Book-Entry Certificates from the Trustee through DTC and DTC participants. The Trustee will forward payments to DTC in same day funds and DTC will forward payments to participants in next day funds settled through the New York Clearing House. Each participant will be responsible for disbursing the payments. Unless and until definitive certificates are issued, it is anticipated that the only certificateholders of the Book-Entry Certificates will be CEDE, as nominee of DTC. Certificate Owners will not be recognized by the Trustee as certificateholders, as such term is used in the Agreement and Certificate Owners will be permitted to exercise the rights of certificateholders only indirectly through DTC and its participants.

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Under the Rules, DTC is required to make book-entry transfers of Book-Entry Certificates among participants and to receive and transmit distributions of principal of, and interest on, the Book-Entry Certificates. participants and indirect participants with which Certificate Owners have accounts with respect to the Book-Entry Certificates similarly are required to make book-entry transfers and receive and transmit these payments on behalf of their respective Certificate Owners. Accordingly, although Certificate Owners will not possess definitive certificates, the Rules provide a mechanism by which Certificate Owners through their participants and indirect participants will receive payments and will be able to transfer their interest.

Because DTC can only act on behalf of participants, who in turn act on behalf of indirect participants and on behalf of certain banks, the ability of a Certificate Owner to pledge Book-Entry Certificates to persons or entities that do not participate in the DTC system, or to otherwise act with respect to Book-Entry Certificates, may be limited due to the absence of physical certificates for the Book-Entry Certificates. In addition, under a book-entry format, Certificate Owners may experience delays in their receipt of payments since distribution will be made by the Trustee to CEDE, as nominee for DTC.

Under the Rules, DTC will take action permitted to be taken by a certificateholders under the Agreement only at the direction of one or more participants to whose DTC account the Book-Entry Certificates are credited. Additionally, under the Rules, DTC will take actions with respect to specified Voting Rights only at the direction of and on behalf of participants whose holdings of Book-Entry Certificates evidence these specified Voting Rights. DTC may take conflicting actions with respect to Voting Rights, to the extent that participants whose holdings of Book-Entry Certificates evidence Voting Rights, authorize divergent action.

The depositor, the Master Servicer and the Trustee will have no liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Book-Entry Certificates held by CEDE, as nominee for DTC, or for maintaining, supervising or reviewing any records relating to beneficial ownership interests.

Definitive Certificates

Definitive certificates will be issued to Certificate Owners or their nominees, respectively, rather than to DTC or its nominee, only if (1) the depositor advises the Trustee in writing that DTC is no longer willing or able to discharge properly its responsibilities as clearing agency with respect to the Book-Entry Certificates and the depositor is unable to locate a qualified successor, (2) the depositor, at its option, elects to terminate the book-entry system through DTC, or (3) after the occurrence of an Event of Default, Certificate Owners representing in the aggregate not less than 51% of the Voting Rights of the Book-Entry Certificates advise the Trustee and DTC through participants, in writing, that the continuation of a book-entry system through DTC (or a successor thereto) is no longer in the Certificate Owners’ best interest.

Upon the occurrence of any event described in the immediately preceding paragraph, the Trustee is required to notify all Certificate Owners through participants of the availability of definitive certificates. Upon surrender by DTC of the definitive certificates representing the Book-Entry Certificates and receipt of instructions for re-registration, the Trustee will reissue the Book-Entry Certificates as definitive certificates issued in the respective principal amounts owned by individual Certificate Owners, and thereafter the Trustee will recognize the holders of definitive certificates as certificateholders under the Agreement. definitive certificates will be issued in minimum denominations of $______, except that any beneficial ownership represented by a Book-Entry Certificate in an amount less than $______ immediately prior to the issuance of a definitive certificate shall be issued in a minimum denomination equal to the amount of the beneficial ownership.

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Pass-through Rates

The Pass-Through Rate for each class of Certificates (other than the Class XS Certificates) is ____% per annum. The Pass-Through Rate applicable to the calculation of the Interest Distribution Amount for the Class XS Certificates for any distribution date is the rate per annum expressed as the percentage equivalent of a fraction, the numerator of which is equal to (1) (A) the amount of interest accrued on the mortgage loans for the immediately preceding calendar month at the Net Mortgage Rate minus (B) the aggregate amount of interest payable on the Certificates (other than the XS Certificates), and the denominator of which is equal to (2) the Notional Amount of the Class XS Certificates. The initial variable Pass-Through Rate for the Class IO Certificates is approximately ______% per annum.

Interest Distributions

Distributions on each distribution date will be made to the extent of the Available Distribution Amount.

Distributions in respect of interest will be made (1) on each distribution date to the holders of the Senior Certificates and, on the first distribution date, to the holders of the Residual Certificates, in an aggregate amount equal to the Senior Interest Distribution Amount and (2) on each distribution date to the holders of the Subordinate Certificates, in an aggregate amount equal to the Subordinate Interest Distribution Amount, to the extent of the portion of the Available Distribution Amount remaining after distribution of the Senior Interest Distribution Amount and the Senior Principal Distribution Amount.

All distributions of interest will be based on a 360-day year consisting of twelve 30-day months. Except as otherwise described in this prospectus supplement, on any distribution date, distributions of the Interest Distribution Amount for a class of Certificates will be made, to the extent provided in this prospectus supplement, on a PARI PASSU basis, based on the Certificate Principal Balance or Notional Amount, as applicable, of the Certificates of each such class.

Distributions of the Subordinate Interest Distribution Amount on each distribution date will be made first, to the holders of the Class B-1 Certificates, second to the holders of the Class B-2 Certificates, third to the holders of the Class B-3 Certificates, and then to the holders of the remaining classes of Subordinate Certificates, in each case to the extent of available funds and in each case to the extent of the Interest Distribution Amount for these Certificates for the distribution date.

Principal Distributions on the Senior Certificates

Distributions in respect of principal will be made on each distribution date to the holders of the class or classes of the Class A Certificates then entitled to distributions in respect of principal, and on the first distribution date to the holders of the Residual Certificates, in an aggregate amount equal to the Senior Principal Distribution Amount.

Holders of the Class A Certificates then entitled to distributions in respect of principal will be entitled to receive on each distribution date, and holders of the Residual Certificates will be entitled to receive on the first distribution date, distributions allocable to principal in reduction of the Certificate Principal Balances of the Class A Certificates, and on the first distribution date the Residual Certificates, equal to the sum of the following:

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(1) the product of (A) the then applicable Senior Percentage and (B) the aggregate of the following amounts:

(1) the principal portion of all scheduled monthly payments on the mortgage loans due during the related Due Period, whether or not received;

(2) the principal portion of all proceeds received in respect of the repurchase of a mortgage loan (or, in the case of a substitution, amounts received representing a principal adjustment) as required by the Agreement during the related Prepayment Period; and

(3) the principal portion of all other unscheduled collections (other than amounts described in clauses (2) and (3) hereof), including insurance proceeds and liquidation proceeds, received during the related Prepayment Period, to the extent applied as recoveries of principal;

(2) the product of (A) the then applicable Senior Prepayment Percentage and (B) the aggregate of all full and partial principal prepayments received during the related Prepayment Period;

(3) with respect to the net liquidation proceeds received and allocable to principal of any mortgage loan that was finally liquidated during the related Prepayment Period, the lesser of (a) the then applicable Senior Prepayment Percentage multiplied by these net liquidation proceeds and (b) the then applicable Senior Percentage multiplied by the Scheduled Principal Balance of the mortgage loan at the time of liquidation; and

(4) any amounts allocable to principal for any previous distribution date (calculated pursuant to the three preceding clauses) that remain undistributed, to the extent that any of these amounts are not attributable to Realized Losses that were allocated to the Subordinate Certificates.

Holders of the Class XS Certificates are not entitled to receive any distributions allocable to principal.

The Senior Percentage initially will equal approximately _____%, and will in no event exceed 100%.

The disproportionate allocation of unscheduled payments in respect of principal will have the effect of accelerating the amortization of the Senior Certificates (other than the Class XS Certificates) while, in the absence of Realized Losses, increasing the respective percentage interest in the principal balance of the mortgage loans evidenced by the Subordinate Certificates. Increasing the respective percentage interest in the issuing entity of the Subordinate Certificates relative to that of the Senior Certificates is intended to preserve the availability of the subordination provided by the Subordinate Certificates.

If on any distribution date the allocation to the Class A Certificates of full and partial principal prepayments and other amounts in the percentage required above would reduce the aggregate outstanding Certificate Principal Balance of the Class A Certificates below zero, the Senior Prepayment Percentage for the distribution date will be limited to the percentage necessary to reduce the aggregate Certificate Principal Balance of the Class A Certificates to zero.

For purposes of all principal distributions described above and for calculating the Senior Percentage, the Subordinate Percentage and the Senior Prepayment Percentage, the applicable Certificate Principal Balance for any distribution date shall be determined after the allocation of losses on the mortgage loans in the mortgage pool to be made on such distribution date as described under “—Allocation of Losses; Subordination” below.

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Priority of Principal Distributions on the Class a Certificates and the Residual Certificates

Distributions of the Senior Principal Distribution Amount on the Class A Certificates and the Residual Certificates on each distribution date will be made as follows:

(1) First, concurrently, to the holders of each class of the Residual Certificates on the distribution date in ________ ____, an amount equal to the entire Certificate Principal Balance thereof;

(2) Second, to the holders of the Lockout Certificates, the Lockout Distribution Percentage of the Senior Principal Distribution Amount, until the Certificate Principal Balance thereof has been reduced to zero;

(3) Third, to the holders of the Class A-1 Certificates, until the Certificate Principal Balance thereof has been reduced to zero;

(4) Fourth, to the holders of the Class A-2 Certificates, until the Certificate Principal Balance thereof has been reduced to zero;

(5) Fifth, to the holders of the Class A-3 Certificates, until the Certificate Principal Balance thereof has been reduced to zero;

(6) Sixth, to the holders of the Class A-4 Certificates, until the Certificate Principal Balance thereof has been reduced to zero;

(7) Seventh, to the holders of the Class A-5 Certificates, until the Certificate Principal Balance thereof has been reduced to zero;

(8) Eighth, to the holders of the Lockout Certificates, until the Certificate Principal Balance thereof has been reduced to zero.

Notwithstanding the foregoing priorities, upon the reduction of the Certificate Principal Balances of the Subordinate Certificates to zero, the priority of distributions of principal among the Class A Certificates will be disregarded and distributions allocable to principal will be paid on each succeeding distribution date to holders of the Class A Certificates, on a pro rata basis, based on the Certificate Principal Balances thereof.

Principal Distribution on the Subordinate Certificates

Holders of each class of Subordinate Certificates will be entitled to receive on each distribution date, to the extent of the portion of the Available Distribution Amount remaining after distribution of the Senior Interest Distribution Amount, the Senior Principal Distribution Amount and the Subordinate Interest Distribution Amount, distributions allocable to principal in reduction of the Certificate Principal Balances thereof equal to the sum of the following:

(1) the product of (A) the then applicable related Class B Percentage and (B) the aggregate of the following amounts:

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(1) the principal portion of all scheduled monthly payments on the mortgage loans due during the related Due Period, whether or not received;

(2) the portion allocable to such class of Subordinate Certificates, as described below, of the product of (A) the then applicable Subordinate Prepayment Percentage and (B) the aggregate of all full and partial principal prepayments received during the related Prepayment Period;

(3) the portion allocable to such class of Subordinate Certificates, as described below, of net liquidation proceeds received and allocable to principal of any mortgage loan that was finally liquidated during the related Prepayment Period, to the extent of the amount, if any, by which such net liquidation proceeds exceed the amount distributable to the Class A Certificates in respect of such net liquidation proceeds pursuant to clause (3) of the definition of Senior Principal Distribution Amount; and

On any distribution date, the portion of (a) all principal prepayments on the mortgage loans and (b) net liquidation proceeds allocable to principal of any mortgage loan that was finally liquidated during the related Prepayment Period, in each case not included in the Senior Principal Distribution Amount will be allocated on a pro rata basis among the following classes of Subordinate Certificates in proportion to the respective outstanding Certificate Principal Balances thereof: (1) the Class B-1 Certificates; (2) the Class B-2 Certificates, if on such distribution date the aggregate percentage interest in the issuing entity evidenced by the Class B-2 Certificates, the Class B-3 Certificates, the Class B-4 Certificates, the Class B-5 Certificates and the Class B-6 Certificates equals or exceeds ____% before giving effect to distributions on such distribution date; (3) the Class B-3 Certificates, if on such distribution date the aggregate percentage interest in the issuing entity evidenced by the Class B-3 Certificates, the Class B-4 Certificates, the Class B-5 Certificates and the Class B-6 Certificates equals or exceeds ____% before giving effect to distributions on such distribution date; (4) the Class B-4 Certificates, if on such distribution date the percentage interest in the issuing entity evidenced by the Class B-4 Certificates, the Class B-5 Certificates and the Class B-6 Certificates equals or exceeds ____% before giving effect to distributions on such distribution date; (5) the Class B-5 Certificates, if on such distribution date the percentage interest in the issuing entity evidenced by the Class B-5 Certificates and the Class B-6 Certificates equals or exceeds ____% before giving effect to distributions on such distribution date; and (6) the Class B-6 Certificates, if on such distribution date the percentage interest in the issuing entity evidenced by the Class B-6 Certificates equals or exceeds ____% before giving effect to distributions on such distribution date.

For purposes of all principal distributions described above and for calculating the Subordinate Percentage, the applicable Certificate Principal Balance for any distribution date shall be determined after the allocation of losses on the mortgage loans in the mortgage pool to be made on such distribution date as described under “—Allocation of Losses; Subordination” below.

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As stated above under “—Principal Distributions on the Senior Certificates”, for each distribution date occurring prior to the distribution date in ________ ____, the Senior Prepayment Percentage will equal 100%, and until the earlier of such date and the date on which the Class A Certificates are paid in full, no distributions based on principal prepayments or, in some instances, net liquidation proceeds, on the mortgage loans will be distributed to the Subordinate Certificates. Thereafter, unless the Certificate Principal Balances of the Senior Certificates have been reduced to zero, the Subordinate Prepayment Percentage may continue to be 0% or otherwise be disproportionately small relative to the Subordinate Percentage. See “—Principal Distributions on the Senior Certificates” in this prospectus supplement.

Distributions of the Subordinate Principal Distribution Amount on each distribution date will be made as follows: first to the holders of the Class B-1 Certificates, second to the holders of the Class B-2 Certificates, third to the holders of the Class B-3 Certificates, and then to the holders of the remaining classes of Subordinate Certificates, in each case to the extent of available funds and in each case to the extent of the portion of the Subordinate Principal Distribution Amount payable in respect of each such class of Subordinate Certificates for such distribution date.

P&I Advances

Subject to the following limitations, the Master Servicer will be obligated to advance or cause to be advanced on or before each distribution date its own funds, or funds in the Certificate Account that are not included in the Available Distribution Amount for such distribution date, in an amount equal to the P&I Advances for such distribution date.

P&I Advances are required to be made only to the extent they are deemed by the Master Servicer to be recoverable from related late collections, insurance proceeds or liquidation proceeds. The purpose of making P&I Advances is to maintain a regular cash flow to the certificateholders, rather than to guarantee or insure against losses. The Master Servicer will not be required to make any P&I Advances with respect to reductions in the amount of the monthly payments on the mortgage loans due to bankruptcy proceedings.

All P&I Advances will be reimbursable to the Master Servicer from late collections, insurance proceeds and liquidation proceeds from the mortgage loan as to which the unreimbursed P&I Advance was made. In addition, any P&I Advances previously made in respect of any mortgage loan that are deemed by the Master Servicer to be nonrecoverable from related late collections, insurance proceeds or liquidation proceeds may be reimbursed to the Master Servicer out of any funds in the Certificate Account prior to the distributions on the Certificates. In the event the Master Servicer fails in its obligation to make any such advance, the Trustee will be obligated to make any such advance, to the extent required in the Agreement.

Table of Fees and Expenses

The following table indicates the fees and expenses to be paid from the cash flows from the mortgage loans and other assets of the issuing entity, while the Certificates are outstanding.

All fees are expressed in basis points, at an annualized rate, applied to the outstanding aggregate principal balance of the mortgage loans.

Item	Fee	Paid From
Master Servicing Fee⁽¹⁾⁽²⁾	___bp	Mortgage Loan Interest Collections
Trustee Fee	___bp	Master Servicing Fee
Servicer Fee	___bp	Master Servicing Fee

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⁽¹⁾	Master servicing fee including trustee and certificate registrar fees. The Master Servicer receives a single combined fee that covers all of these functions. The Master Servicer performs these functions.

⁽²⁾	Master Servicer pays trustee and servicer fees out of its fee.

⁽³⁾	The master servicing fee is paid on a first priority basis from collections allocable to interest on the mortgage loans, prior to distributions to certificateholders.

Credit Enhancement

The credit enhancement provided for the benefit of the holders of the offered certificates consists of subordination as described under “Description of the Certificates—Allocation of Losses; Subordination” below.

[Additional information with respect to credit enhancement providers, required pursuant to Item 1114(b) of Regulation AB, will be provided if applicable.]

Allocation of Losses; Subordination

Realized Losses (other than Excess Losses) will be allocated on any distribution date as follows: first, to the Class B-6 Certificates; second, to the Class B-5 Certificates; third, to the Class B-4 Certificates; fourth, to the Class B-3 Certificates; fifth, to the Class B-2 Certificates; and sixth, to the Class B-1 Certificates, in each case until the Certificate Principal Balance of such class has been reduced to zero. Thereafter, such Realized Losses will be allocated on any distribution date among the Class A Certificates on a pro rata basis. Excess Losses will be allocated on any distribution date among all the Certificates (other than the Class XS Certificates) on a pro rata basis. Any allocation of a Realized Loss to a Certificate will be made by reducing the Certificate Principal Balance thereof by the amount so allocated as of the distribution date in the month following the calendar month in which such Realized Loss was incurred.

An allocation of a Realized Loss on a pro rata basis among two or more classes of Certificates means an allocation to each such class of Certificates on the basis of its then outstanding Certificate Principal Balance prior to giving effect to distributions to be made on such distribution date.

With respect to any defaulted mortgage loan that is finally liquidated through foreclosure sale, disposition of the related mortgaged property if acquired on behalf of the certificateholders by deed-in-lieu of foreclosure or otherwise, the amount of loss realized, if any, will equal the portion of the unpaid principal balance remaining, if any, plus interest thereon through the last day of the month in which such mortgage loan was finally liquidated, after application of all amounts recovered (net of amounts reimbursable to the Master Servicer for P&I Advances, Servicing Fees and Servicing Advances) towards interest and principal owing on the mortgage loan. Such amount of loss realized and any Special Hazard Losses, Fraud Losses and Bankruptcy Losses are referred to in this prospectus supplement as “Realized Losses”.

The Special Hazard Amount, Fraud Loss Amount and Bankruptcy Amount may be reduced or modified upon confirmation from Standard & Poor’s and Fitch that such reduction or modification will not adversely affect the then-current ratings assigned to the offered certificates rated thereby. Such a reduction or modification may adversely affect the coverage provided by the subordination with respect to Special Hazard Losses, Fraud Losses and Bankruptcy Losses.

In the event that Realized Losses are incurred that are covered by subordination, such losses will be allocated to the most subordinate class of Certificates then outstanding. The priorities for distribution of cash flows described in this prospectus supplement, in some circumstances, may result in cash flow shortfalls to any class of Subordinate Certificates even if it is not the most subordinate class of Certificates then outstanding; however, the interest portion of any such shortfall would be distributable as unpaid Interest Distribution Amount on future distribution dates as cash flows allow, to the extent of available funds, and the principal portion of any such shortfall would not result in a reduction of the Certificate Principal Balance of such class. In such event, the percentage interest represented by such class would increase relative to the respective Certificate Principal Balances of the more subordinate classes of Certificates. With respect to the most subordinate class of the Certificates outstanding at the time any Realized Loss is incurred, the total amount of the Realized Loss allocated to such class may be greater than the concurrent reduction in the Certificate Principal Balance thereof because such reduction will not reflect any undistributed Interest Distribution Amount on such class. Such undistributed Interest Distribution Amount on the most subordinate class of the Certificates outstanding will not be distributable on any future distribution date. As a result, it is possible that the total amount of Realized Losses that may be allocated to any class of Subordinate Certificates may exceed the initial Certificate Principal Balance thereof.

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In order to maximize the likelihood of distribution in full of the Senior Interest Distribution Amount and the Senior Principal Distribution Amount, on each distribution date, holders of Senior Certificates have a right to distributions of the Available Distribution Amount that is prior to the rights of the holders of the Subordinate Certificates, to the extent necessary to satisfy the Senior Interest Distribution Amount and the Senior Principal Distribution Amount.

The application of the Senior Prepayment Percentage (when it exceeds the Senior Percentage) to determine the Senior Principal Distribution Amount will accelerate the amortization of the Class A Certificates relative to the actual amortization of the mortgage loans. To the extent that the Class A Certificates are amortized faster than the mortgage loans, in the absence of offsetting Realized Losses allocated to the Subordinate Certificates, the percentage interest evidenced by the Class A Certificates in the issuing entity will be decreased (with a corresponding increase in the percentage interest in the issuing entity evidenced by the Subordinate Certificates), thereby increasing, relative to their respective Certificate Principal Balances, the subordination afforded the Senior Certificates by the Subordinate Certificates.

[Additional information with respect to credit enhancement providers, required pursuant to Item 1114(b) of Regulation AB, will be provided if applicable.]

Derivative Contracts

On the Closing Date, either the Sponsor will assign to the Depositor, and the Depositor will assign to the Issuing Entity for the benefit of the Certificates, its rights under the Derivative Contracts, or the Sponsor will cause the Issuing Entity to enter into the Derivative Contracts with the Derivative Counterparty. The Derivative Contracts will contain a Swap Agreement Fixed Rate and provide for the calculation of One-Month LIBOR. The Derivative Contracts consists of ___________ swap agreement, where net payments will be made (a) to the Issuing Entity, if One-Month LIBOR exceeds the Swap Agreement Fixed Rate, and (b) to the Derivative Counterparty, to the extent such Swap Agreement Fixed Rate exceeds One-Month LIBOR.

Payments will be made to the Derivative Contracts based on a notional balance in accordance with the schedule set forth in the Derivative Contracts. The amount of the notional balance on which calculations are based on any payment date with respect to the swap agreement will be the lesser of (a) the balance in the related schedule and (b) a percentage of the aggregate Certificate Principal Balance of the Certificates immediately prior to the related payment date.

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On each payment date, the Trustee will determine the total amount payable to the Issuing Entity and the total amount payable to the Derivative Counterparty under the Derivative Contracts. The Trustee will determine whether a net payment is due to the Issuing Entity or from the Derivative Counterparty and will collect or make such payment, as applicable. Payments due by the Issuing Entity under the Derivative Contracts will be made prior to payments on the Certificates.

The Derivative Counterparty, or the guarantor thereof making payments to The Issuing Entity is, as of the Closing Date, rated” at least “AA-” (or its equivalent) by two of S&P, Moody’s or Fitch Ratings.

The Swap Agreement Fixed Rates and scheduled principal balances of the _________ swap agreement will pay in accordance tables below; provided, that the scheduled principal balances may from time to time be less than the amount in their actual schedules based on the aggregate Certificate Principal Balances of the Certificates as described above:

Month of Payment Date	Scheduled Principal Balance	Swap Agreement Fixed Rate

After the payment date in _____________, the first swap agreement will terminate without termination payments by either party.

[Additional tables added as necessary]

[Additional information with respect to certain derivative instruments, required pursuant to Item 1115 of Regulation AB, will be provided if applicable.]

Restrictions on Transfer of the Residual Certificates

The Residual Certificates may not be purchased by or transferred to a Plan except upon the delivery of a certification of facts or an opinion of counsel, as provided in this prospectus supplement. See “ERISA Considerations” in this prospectus supplement. In addition, the Residual Certificates will be subject to additional restrictions described under “Federal Income Tax Consequences—Special Tax Considerations Applicable to the Residual Certificates” in this prospectus supplement and “Federal Income Tax Consequences—REMICs—Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain Organizations” and “—Taxation of Owners of REMIC Residual Certificates—Noneconomic REMIC Residual Certificates” in the prospectus.

The initial owner of the Residual Certificates is_____________________.

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POOLING AND SERVICING AGREEMENT

General

The Certificates will be issued pursuant to the Agreement, a form of which is filed as an exhibit to the registration statement. A current report on Form 8-K relating to the Certificates containing a copy of the Agreement as executed will be filed by the depositor with the Securities and Exchange Commission within fifteen days of the initial issuance of the Certificates. The issuing entity created under the Agreement will consist of (1) all of the depositor’s right, title and interest in and to the mortgage loans, the related mortgage notes, mortgages and other related documents, (2) all payments on or collections in respect of the mortgage loans due after the Cut-off Date, together with any proceeds thereof, (3) any mortgaged properties acquired on behalf of certificateholders by foreclosure or by deed in lieu of foreclosure, and any revenues received thereon, (4) the rights of the Trustee under all insurance policies required to be maintained pursuant to the Agreement and (5) the rights of the depositor under the Mortgage Loan Purchase Agreement among the depositor, the Sponsor and the Originator (other than certain rights of the depositor to indemnification by the Originator). Reference is made to the prospectus for important information in addition to that set forth in this prospectus supplement regarding the issuing entity, the terms and conditions of the Agreement and the offered certificates. The offered certificates will be transferable and exchangeable at the corporate trust offices of the Trustee, located in Minneapolis, Minnesota. The depositor will provide to prospective or actual certificateholders without charge, on written request, a copy (without exhibits) of the Agreement. Requests should be addressed to the Secretary, Impac Secured Assets Corp., 1401 Dove Street, Newport Beach, CA 92660 and its phone number is (949) 475-3600.

Assignment of the Mortgage Loans

The depositor will deliver to the Trustee or to a custodian with respect to each mortgage loan (1) the mortgage note endorsed without recourse to the Trustee to reflect the transfer of the mortgage loan, (2) the original mortgage with evidence of recording indicated thereon and (3) an assignment of the mortgage in recordable form to the Trustee, reflecting the transfer of the mortgage loan. Such assignments of mortgage loans are required to be recorded by or on behalf of the depositor in the appropriate offices for real property records.

The Trustee

___________________, a national banking association, will act as Trustee for the Certificates pursuant to the Agreement. The Trustee’s offices for notices under the Agreement are located at [address].

[Description of the extent of Trustee’s prior experience serving as a trustee for asset-backed securities transactions involving mortgage pools of [describe mortgage loans].]

The Trustee, prior to the occurrence of an Event of Default and after the curing or waiver of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in the Pooling and Servicing Agreement as duties of the Trustee, including:

Upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments which are specifically required to be furnished to the Trustee pursuant to the Pooling and Servicing Agreement, the Trustee shall examine them to determine whether they are in the required form; provided, however, that the Trustee shall not be responsible for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished hereunder; provided, further, that the Trustee shall not be responsible for the accuracy or verification of any calculation provided to it pursuant to the Pooling and Servicing Agreement.

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Except for those actions that the Trustee is required to take under the Pooling and Servicing Agreement, the Trustee shall not have any obligation or liability to take any action or to refrain from taking any action in the absence of written direction as provided in the Pooling and Servicing Agreement.

If an Event of Default has occurred and has not been cured or waived, the Trustee shall exercise such rights and powers vested in it by the Pooling and Servicing Agreement, using the same degree of care and skill in their exercise, as a prudent person would exercise under the circumstances in the conduct of his own affairs. Such rights and powers may include:

Execute and deliver, on behalf of the Master Servicer as attorney-in-fact or otherwise, any and all documents and other instruments and to do or accomplish all other acts or things necessary or appropriate to effect the termination of the Master Servicer, whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise.

The Trustee shall automatically become the successor in all respects to the Master Servicer after the Master Servicer is terminated and shall thereafter be subject to all the responsibilities, duties, liabilities and limitations on liabilities relating thereto placed on the Master Servicer by the terms and provisions of the Pooling and Servicing Agreement.

3.	Upon any termination or appointment of a successor to the Master Servicer, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to the Rating Agencies.

For further discussion of the duties of the Trustee, please see “The Agreements—Duties of the Trustee” in the prospectus.

The principal compensation to be paid to the Trustee in respect of its obligations under the Agreement will be equal to the Trustee’s Fee. The Agreement will provide that the Trustee and any director, officer, employee or agent of the Trustee will be indemnified by the issuing entity and will be held harmless against any loss, liability or expense (not including expenses, disbursements and advances incurred or made by the Trustee, including the compensation and the expenses and disbursements of its agents and counsel, in the ordinary course of the Trustee’s performance in accordance with the provisions of the Agreement) incurred by the Trustee in connection with any pending or threatened claim or legal action arising out of or in connection with the acceptance or administration of its obligations and duties under the Agreement, other than any loss, liability or expense (1) resulting from a breach of either of the Master Servicer’s obligations and duties under the Agreement, (2) that constitutes a specific liability of Trustee under the Agreement or (3) incurred by reason of willful misfeasance, bad faith or negligence in the performance of the Trustee’s duties under the Agreement or as a result of a breach, or by reason of reckless disregard, of the Trustee’s obligations and duties under the Agreement.

For further discussion of the duties of the Trustee, please see “The Agreements—Resignation and Removal of the Trustee” in the prospectus.

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THE MASTER SERVICER AND THE SERVICERS

General

Impac Funding Corporation, referred to in this prospectus supplement as Impac Funding Corporation or the Master Servicer, will act as the Master Servicer of the mortgage loans pursuant to the Pooling and Servicing Agreement, referred to herein as the Agreement, dated as of the Cut-off Date, among the Depositor, the Sponsor, the Master Servicer and the Trustee.

Primary servicing of the mortgage loans will be provided for in accordance with the Pooling and Servicing Agreement or similar agreements, which are collectively referred to in this prospectus supplement as the Servicing Agreements. Each of the Servicing Agreements will be assigned to the trust pursuant to various assignment, assumption and recognition agreements among the related Servicer, the Sponsor and the Trustee on behalf of the Certificateholders; provided, however, that the Sponsor will retain the right to enforce the representations and warranties made by the Servicers with respect to the related mortgage loans against them. In the event of a default by a Servicer under the related Servicing Agreement, the Master Servicer will be required to enforce any remedies against the Servicer, and shall either find a successor Servicer or shall assume primary servicing obligations for the related mortgage loans itself.

The Servicer or the Master Servicer, directly or through subservicers, as the case may be, will make reasonable efforts to collect all payments called for under the loans and will, consistent with the related servicing agreement and any applicable insurance policy or other credit enhancement, follow the collection procedures that are normal and usual in its general loan servicing activities for assets that are comparable to the loans. Consistent with the previous sentence, the Servicer or the Master Servicer may, in its discretion, waive any prepayment charge in connection with the prepayment of a loan or extend the due dates for payments due on a mortgage note, provided that the insurance coverage for the loan or any coverage provided by any alternative credit enhancement will not be adversely affected by the waiver or extension. The Master Servicer or Servicer may also waive or modify any term of a loan so long as the Master Servicer or Servicer has determined that the waiver or modification is not materially adverse to any securityholders, taking into account any estimated loss that may result absent that action.

In instances in which a loan is in default, or if default is reasonably foreseeable, and if determined by the Master Servicer or Servicer to be in the best interests of the related securityholders, the Master Servicer or Servicer may engage, either directly or through subservicers, in a wide variety of loss mitigation practices including waivers, modifications, payment forbearances, partial forgiveness, entering into repayment schedule arrangements, and capitalization of arrearages rather than proceeding with foreclosure or repossession, if applicable. In making that determination, the estimated Realized Loss that might result if the loan were liquidated would be taken into account. Modifications may have the effect of, among other things, reducing the loan rate, forgiving payments of principal, interest or other amounts owed under the mortgage loan or contract, such as taxes or insurance premiums, extending the final maturity date of the loan, capitalizing delinquent interest and other amounts owed under the mortgage loan or contract, or any combination of these or other modifications. Any modified loan may remain in the related trust, and the reduction in collections resulting from a modification may result in reduced distributions of interest or principal on, or may extend the final maturity of, one or more classes of the related securities.

The Servicers will be responsible for the servicing of the mortgage loans covered by the related Servicing Agreement, and the Master Servicer will be required to monitor their performance. All collections of principal and interest on any mortgage loans, including but not limited to Principal Prepayments, Insurance Proceeds, Liquidation Proceeds (less amounts reimbursable to the applicable Servicer out of Liquidation Proceeds in accordance with the applicable Servicing Agreement), the Repurchase Price for any mortgage loans repurchased, and advances made from the Servicer’s own funds (less the servicing fee) will be deposited in a Protected Account, held by a designated depository institution and segregated on the books of such institution in the name of the Trustee for the benefit of Certificateholders. Amounts on deposit in a Protected Account may be invested in Permitted Investments in the name of the Trustee for the benefit of Certificateholders and, except as provided in the preceding paragraph, not commingled with any other funds. Such Permitted Investments shall mature, or shall be subject to redemption or withdrawal, no later than the date on which such funds are required to be withdrawn for deposit in the Master Servicer Collection Account, and shall be held until required for such deposit. The income earned from Permitted Investments made shall be paid to the related Servicer under the applicable Servicing Agreement, and the risk of loss of moneys required to be distributed to the Certificateholders resulting from such investments shall be borne by and be the risk of the related Servicer. The related Servicer (to the extent provided in the Servicing Agreement) shall deposit the amount of any such loss in the Protected Account within two Business Days of receipt of notification of such loss but not later than the second Business Day prior to the Distribution Date on which the moneys so invested are required to be distributed to the Certificateholders. On the date specified in the related Servicing Agreement, the related Servicer will withdraw or cause to be withdrawn from the applicable Protected Accounts and any other permitted accounts and will remit to the Master Servicer for deposit in the Master Servicer Collection Account the Available Funds. See “Description of the Securities-Certificate Account” in the prospectus.

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The information set forth in the following paragraphs with respect to the Master Servicer and the Servicers has been provided by the respective party.

The Master Servicer

Impac Funding Corporation will act as Master Servicer under the Pooling and Servicing Agreement. Impac Funding Corporation is a [form of organization]. [Description of Master Servicer’s business]. The [Depositor the Sponsor and the related Servicer] may maintain banking and other commercial relationships with Impac Funding Corporation and its affiliates. Impac Funding Corporation’s principal corporate trust offices are located at _______________________ and its office for certificate transfer services is located at ___________________.

Impac Funding Corporation acts as Master Servicer pursuant to the Pooling and Servicing Agreement. The Master Servicer is responsible for the aggregation of monthly Servicer reports and remittances and for the oversight of the performance of the Servicers under the terms of their respective servicing agreements. In addition, upon the occurrence of certain Servicer events of default under the terms of any servicing agreement, the Master Servicer may be required to enforce certain remedies on behalf of the issuing entity and at the direction of the Trustee against such defaulting Servicer. As of __________, Impac Funding Corporation was acting as Master Servicer for approximately ____ series of asset backed securities with an aggregate outstanding principal balance of approximately $___________.

[The following table describes size, composition and growth of Impac Funding Corporation’s total mixed-use and commercial mortgage loan servicing portfolio as of the dates indicated.]

December 31, 2003

December 31, 2004

December 31, 2005

[ ] 2006

Loan Type

Number

Total

Portfolio of

Loans

Number

Total

Portfolio of

Loans

Number

Total

Portfolio of

Loans

Number

Total

Portfolio of

Loans

[Description of mortgage loans]

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[Describe any material changes in Impac Funding Corporation’s servicing policies and procedures for mixed-use and commercial mortgage loans, any failure to make any required advance as to any securitization, and any default or early amortization triggering event as to any prior securitization that occurred due to servicing, over the preceding three years.]

The Master Servicer shall not be under any liability to the Trust Fund or the Certificateholders for any action taken or for refraining from the taking of any action in good faith pursuant to the Pooling and Servicing Agreement, or for errors in judgment except that the Master Servicer shall be liable for any breach of warranties or representations made in the Pooling and Servicing Agreement. In addition the Master Servicer shall be liable for willful misfeasance, bad faith or gross negligence in the performance of its duties or for reckless disregard of its obligations and duties under the transaction documents. The Master Servicer and any director, officer, employee or agent of the Master Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under the transaction documents The Master Servicer and any director, officer, employee or agent of the Master Servicer shall be indemnified and held harmless by the Trust Fund, against any loss, liability or expense incurred in connection with the Pooling and Servicing Agreement or the Certificates or the Mortgage Loans (including, without limitation, reasonable legal fees and disbursements of counsel), other than (a) any loss, liability or expense related to the Master Servicer’s failure to perform its master servicing obligations with respect to any specific Mortgage Loan or Mortgage Loans (except as any such loss, liability or expense shall be otherwise reimbursable pursuant to the Pooling and Servicing Agreement) or (b) any loss, liability or expense incurred by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties by reason of reckless disregard of obligations and duties under the Pooling and Servicing Agreement.

The Master Servicer may sell and assign its rights and delegate its duties and obligations in their entirety as Master Servicer according to the terms of the Pooling and Servicing Agreement; provided, however, that: (i) the purchaser or transferee accepting such assignment and delegation (a) shall, in the case of successor master servicers only, have a net worth of not less than $10,000,000 (unless otherwise approved by each Rating Agency pursuant to clause (ii) below); (b) shall execute and deliver to the Trustee an agreement, in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to be performed or observed by it as master servicer under the pooling and servicing agreement and any custodial agreement, from and after the effective date of such agreement; (ii) each Rating Agency shall be given prior written notice of the identity of the proposed successor to the Master Servicer and each Rating Agency’s rating of the Certificates in effect immediately prior to such assignment, sale and delegation will not be downgraded or withdrawn as a result of such assignment, sale and delegation, as evidenced by a letter to such effect obtained by the Master Servicer at its expense and delivered to the Trustee; and (iii) the Master Servicer assigning and selling the master servicing shall deliver to the Trustee an officer’s certificate and an opinion of counsel (at the expense of the Master Servicer), each stating that all conditions precedent to such action have been completed and such action is permitted by and complies with the terms of the Pooling and Servicing Agreement. No such assignment or delegation shall affect any liability of the Master Servicer arising prior to the effective date thereof.

The Servicers

[Name of Servicer] and [Additional Servicers] will service the related mortgage loans in accordance with the related Servicing Agreements, each of which will be assigned to the trust on the Closing Date.

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The following table shows the percentage of the mortgage loans which are or will be serviced by each of, [Name of Servicer] and [Additional Servicers], collectively referred to herein as the Servicers in the aggregate.

Name of Servicer		Total
[Name of Servicer]

[Additional Servicers]

[Name of Servicer]

The principal executive offices of [Name of Servicer] are located at ______________. [Name of Servicer] is a [Description of Servicer’s form of organization].

[Name of Servicer] is licensed to service mortgage loans in each state where a license is required. Its loan servicing activities are guaranteed by ___________ when required by the owner of the mortgage loans. As of _______, ____ [Name of Servicer] had a net worth of approximately $[___].

[The following table describes size, composition and growth of [Name of Servicer]’s total mixed-use and commercial mortgage loan servicing portfolio as of the dates indicated.]

December 31, 2003

December 31, 2004

December 31, 2005

[ ] 2006

Loan Type

Number

Total

Portfolio of

Loans

Number

Total

Portfolio of

Loans

Number

Total

Portfolio of

Loans

Number

Total

Portfolio of

Loans

[Describe loan type]

[Describe any material changes in [Name of Servicer]’s servicing policies and procedures for mixed-use and commercial mortgage loans, any failure to make any required advance as to any securitization, and any default or early amortization triggering event as to any prior securitization that occurred due to servicing, over the preceding three years.]

[Additional Servicers]

[Identification of, and information with respect to additional servicers will be provided in accordance with Item 1108 if applicable.]

Servicing and Other Compensation and Payment of Expenses

The principal compensation to be paid to the Master Servicer in respect of its servicing activities for the Certificates will be equal to the Servicing Fee. As additional servicing compensation, the Master Servicer is entitled to retain all assumption fees and late payment charges in respect of mortgage loans master serviced by it, to the extent collected from mortgagors, together with any interest or other income earned on funds held in the Certificate Account and any escrow accounts in respect of mortgage loans master serviced by it. The Master Servicer is obligated to offset any Prepayment Interest Shortfall in respect of the mortgage loans on any distribution date with Compensating Interest to the extent of its aggregate Servicing Fee for such distribution date. The Master Servicer is obligated to pay insurance premiums and ongoing expenses associated with the mortgage pool in respect of mortgage loans and incurred by the Master Servicer in connection with its responsibilities under the Agreement. However, the Master Servicer is entitled to reimbursement therefor as provided in the Agreement. See “Servicing of Mortgage Loans—Servicing and Other Compensation and Payment of Expenses; Retained Interest in the prospectus for information regarding expenses payable by the Master Servicer and “Federal Income Tax Consequences” in this prospectus supplement regarding taxes payable by the Master Servicer.

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Voting Rights

At all times, __% of all Voting Rights will be allocated among the holders of the Certificates (other than the Class XS Certificates and the Residual Certificates) in proportion to the then outstanding Certificate Principal Balances of their respective Certificates, __% of all Voting Rights will be allocated among the holders of the Class XS Certificates in proportion to the then outstanding Notional Amounts of their respective Certificates and __% of all Voting Rights will be allocated among the holders of the Residual Certificates in proportion to the percentage interests in each such class evidenced by their respective Certificates.

Termination

The circumstances under which the obligations created by the Agreement will terminate in respect of the Certificates are described in “The Agreements—Termination; Retirement of Securities” in the prospectus. The Master Servicer will have the right to purchase the mortgage loans and any properties acquired in respect thereof on any distribution date, once the aggregate principal balance of the mortgage loans and such properties at the time of purchase is reduced to less than __% of the aggregate principal balance of the mortgage loans as of the Cut-off Date. If the Master Servicer elects to exercise the foregoing option, it will effect the termination of the issuing entity and the early retirement of the Certificates. In the event the Master Servicer exercises this option, notwithstanding the terms of the prospectus, the purchase price payable in connection therewith generally will be equal to par plus accrued interest for each mortgage loan at the related mortgage rate to but not including the first day of the month in which the repurchase price is distributed, and the portion of the purchase price allocable to the Certificates of each class will be, to the extent of available funds, (1) in the case of the Certificates of any class, other than the Class XS Certificates, 100% of the then outstanding Certificate Principal Balance thereof, plus (2) in the case of the Certificates of any class, one month’s interest on the then outstanding Certificate Principal Balance or Notional Amount thereof at the then applicable Pass-Through Rate for such class plus any previously accrued but unpaid interest thereon. In no event will the issuing entity created by the Agreement continue beyond the expiration of 21 years from the death of the survivor of the persons named in the Agreement. See “The Agreements—Termination; Retirement of Securities” in the prospectus. In no event will the trust created by the Agreement continue beyond the expiration of 21 years from the death of the survivor of the person or persons named in the Agreement. See “The Agreements—Termination; Retirement of Securities” in the prospectus.

THE ISSUING ENTITY

Impac Secured Assets Trust ____-_ is a common law trust formed under the laws of the State of New York] pursuant to the pooling and servicing agreement between the depositor, sponsor, master servicer and the trustee, dated as of [___ __, ____] (the “Pooling and Servicing Agreement”). The Pooling and Servicing Agreement constitutes the “governing instrument” under the laws of the State of New York]. After its formation, the Impac Secured Assets Trust ____-_ will not engage in any activity other than (i) acquiring and holding the Mortgage Loans and the other assets of the issuing entity and proceeds therefrom, (ii) issuing the Certificates, (iii) making payments on the Certificates and (iv) engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith. The foregoing restrictions are contained in the Pooling and Servicing Agreement. These restrictions cannot be amended without the consent of holders of Certificates evidencing at least 66-2/3% of the voting rights. For a description of other provisions relating to amending the Pooling and Servicing Agreement, please see “The Agreements — Amendment” in the prospectus.

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The assets of the Impac Secured Assets Trust ____-_ will consist of the Mortgage Loans, the Derivative Contracts and certain related assets.

Impac Secured Assets Trust ____-_’s fiscal year end is _______________.

THE DEPOSITOR

[The depositor, Impac Secured Assets Corp., was formed in the state of Delaware in 1998, and is a wholly-owned subsidiary of Impac Funding Corporation. The depositor was organized for the sole purpose of serving as a private secondary mortgage market conduit. The depositor does not have, nor is it expected in the future to have, any significant assets. See “The Sponsor” below for information regarding the size, composition and growth of the total portfolio of assets for which Impac Secured Assets Corp. has served as depositor.

The depositor has been serving as a private secondary mortgage market conduit for mixed-use and commercial mortgage loans since 2006. Since that time it has been involved in the issuance of securities backed by mixed-use and commercial mortgage loans in excess of $[_________]. In conjunction with the sponsor’s acquisition of mortgage loans, the depositor will execute a mortgage loan purchase agreement through which the loans will be transferred to itself. These loans are subsequently deposited in a common law or statutory trust, described in the prospectus supplement, which will then issue the certificates.

After issuance and registration of the securities contemplated in this free writing prospectus and any supplement hereto, the depositor will have no duties or responsibilities with respect to the pool assets or the securities.

The depositor’s principal executive offices are located at 1401 Dove Street, Newport Beach, CA 92660. Its telephone number is (949) 475-3600.]

THE SPONSOR

[The Sponsor, Impac Funding Corporation, in its capacity as mortgage loan seller, will sell the mortgage loans to the Depositor pursuant to a Mortgage Loan Purchase Agreement, dated as of ____________, ____, between the Sponsor and the Depositor.

The Sponsor was incorporated in the State of California in August 1995 and is an affiliate of the depositor. The Sponsor commenced operation in California in 1995.

The Sponsor maintains its principal office at 1401 Dove Street, Newport Beach, CA 92660. Its telephone number is (949) 475-3600.

[The Sponsor is a mortgage company that acquires, purchases and sells primarily [describe mortgage loans] mortgage loans from a network of third party correspondents, mortgage bankers, and brokers.]

The Sponsor has been securitizing mixed-use and commercial mortgage loans since 2006. The following table describes size, composition and growth of the sponsor’s total portfolio of assets it has securitized as of the dates indicated.]

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December 31, 2003

December 31, 2004

October 31, 2005

Loan Type

Number

Total Portfolio of

Loans

Number

Total Portfolio of

Loans

Number

Total Portfolio of

Loans

PERMITTED INVESTMENTS

Any institution maintaining a custodial account shall at the direction of the Master Servicer invest the funds in such account in Permitted Investments, each of which shall mature not later than (i) the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to the Pooling and Servicing Agreement, if a Person other than the Trustee is the obligor thereon, and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to the Pooling and Servicing Agreement, if the Trustee is the obligor thereon and shall not be sold or disposed of prior to its maturity. All income and gain realized from any such investment as well as any interest earned on deposits in a custodial account shall be for the benefit of the Master Servicer. The Master Servicer shall deposit in a custodial account an amount equal to the amount of any loss incurred in respect of any such investment immediately upon realization of such loss without right of reimbursement.

Any one or more of the following obligations or securities held in the name of the Trustee for the benefit of the Certificateholders will be considered a Permitted Investment:

(i) obligations of or guaranteed as to principal and interest by the United States or any agency or instrumentality thereof when such obligations are backed by the full faith and credit of the United States;

(ii) repurchase agreements on obligations specified in clause (i) maturing not more than one month from the date of acquisition thereof, provided that the unsecured obligations of the party agreeing to repurchase such obligations are at the time rated by each Rating Agency in its highest short-term rating available;

(iii) federal funds, certificates of deposit, demand deposits, time deposits and bankers’ acceptances (which shall each have an original maturity of not more than 90 days and, in the case of bankers’ acceptances, shall in no event have an original maturity of more than 365 days or a remaining maturity of more than 30 days) denominated in United States dollars of any U.S. depository institution or trust company incorporated under the laws of the United States or any state thereof or of any domestic branch of a foreign depository institution or trust company; provided that the debt obligations of such depository institution or trust company (or, if the only Rating Agency is Standard & Poor’s, in the case of the principal depository institution in a depository institution holding company, debt obligations of the depository institution holding company) at the date of acquisition thereof have been rated by each Rating Agency in its highest short-term rating available; and provided further that, if the only Rating Agency is Standard & Poor’s and if the depository or trust company is a principal subsidiary of a bank holding company and the debt obligations of such subsidiary are not separately rated, the applicable rating shall be that of the bank holding company; and, provided further that, if the original maturity of such short-term obligations of a domestic branch of a foreign depository institution or trust company shall exceed 30 days, the short-term rating of such institution shall be A-1+ in the case of Standard & Poor’s if Standard & Poor’s is the Rating Agency;

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(iv) commercial paper (having original maturities of not more than 365 days) of any corporation incorporated under the laws of the United States or any state thereof which on the date of acquisition has been rated by Moody’s and Standard & Poor’s in their highest short-term ratings available; provided that such commercial paper shall have a remaining maturity of not more than 30 days;

(v) a money market fund or a qualified investment fund rated by Moody’s in its highest long-term ratings available and rated AAAm or AAAm-G by Standard & Poor’s, including any such funds for which ___________ or any affiliate thereof serves as an investment advisor, manager, administrator, shareholder, servicing agent, and/or custodian or sub-custodian; and

(vi) other obligations or securities that are acceptable to each Rating Agency as a Permitted Investment hereunder and will not reduce the rating assigned to any Class of Certificates by such Rating Agency below the lower of the then-current rating or the rating assigned to such Certificates as of the Closing Date by such Rating Agency, as evidenced in writing;

provided, however, that no instrument shall be a Permitted Investment if it represents, either (1) the right to receive only interest payments with respect to the underlying debt instrument or (2) the right to receive both principal and interest payments derived from obligations underlying such instrument and the principal and interest payments with respect to such instrument provide a yield to maturity greater than 120% of the yield to maturity at par of such underlying obligations.

FEDERAL INCOME TAX CONSEQUENCES

An election will be made to treat the issuing entity as a REMIC for federal income tax purposes. Upon the issuance of the offered certificates, Thacher Proffitt & Wood llp, counsel to the depositor, will deliver its opinion generally to the effect that, assuming compliance with all provisions of the Agreement, for federal income tax purposes, the REMIC will qualify as a REMIC under Sections 860A through 860G of the Code.

For federal income tax purposes, (1) the Class R Certificates will be the sole class of “residual interests” in the REMIC and (2) the Senior Certificates and the Subordinate Certificates will evidence the “regular interests” in, and will be treated as debt instruments of, the REMIC. See “Federal Income Tax Consequences—REMIC—Classification of REMICs” in the prospectus.

For federal income tax reporting purposes, the Class XS Certificates will, and the Class A Certificates, the Class B-1 Certificates, the Class B-2 Certificates and the Class B-3 Certificates will not, be treated as having been issued with original issue discount. The prepayment assumption that will be used in determining the rate of accrual of original issue discount, premium and market discount, if any, for federal income tax purposes will be based on the assumption that, subsequent to the date of any determination, the mortgage loans will prepay at a rate equal to ____% of the prepayment assumption. No representation is made that the mortgage loans will prepay at that rate or at any other rate. See “Federal Income Tax Consequences—REMICs—Taxation of Owners of REMIC Regular Certificates—Original Issue Discount” in the prospectus.

The IRS has issued OID Regulations under Sections 1271 to 1275 of the Code generally addressing the treatment of debt instruments issued with original issue discount. Purchasers of the Class XS Certificates should be aware that the OID Regulations do not adequately address some issues relevant to, or are not applicable to, securities such as the Class XS Certificates. In addition, there is considerable uncertainty concerning the application of the OID Regulations to REMIC Regular Certificates that provide for payments based on a variable rate such as the Class XS Certificates. Prospective purchasers of the Class XS Certificates are advised to consult their tax advisors concerning the tax treatment of such Certificates.

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If the method of computing original issue discount described in the prospectus results in a negative amount for any period with respect to any certificateholders (in particular, the holders of the Class XS Certificates), the amount of original issue discount allocable to such period would be zero, and such certificateholders will be permitted to offset such amounts only against the respective future income (if any) from such Certificate. Although uncertain, a certificateholders may be permitted to deduct a loss to the extent that his or her respective remaining basis in such Certificate exceeds the maximum amount of future payments to which such certificateholders is entitled, assuming no further prepayments of the mortgage loans. Although the matter is not free from doubt, any such loss might be treated as a capital loss.

The OID Regulations suggest that original issue discount with respect to securities such as the Class XS Certificates that represent multiple uncertificated REMIC regular interests, in which ownership interests will be issued simultaneously to the same buyer should be computed on an aggregate method. In the absence of further guidance from the IRS, original issue discount with respect to the uncertificated regular interests represented by the Class XS Certificates will be reported to the IRS and the certificateholders on an aggregate method based on a single overall constant yield and the prepayment assumption stated above, treating all such uncertificated regular interests as a single debt instrument as set forth in the OID Regulations.

The OID Regulations in some circumstances permit the holder of a debt instrument to recognize original issue discount under a method that differs from that of the issuer. Accordingly, it is possible that holders of offered certificates issued with original issue discount may be able to select a method for recognizing original issue discount that differs from that used in preparing reports to certificateholders and the IRS. Prospective purchasers of offered certificates issued with original issue discount are advised to consult their tax advisors concerning the tax treatment of such Certificates in this regard.

Some Classes of Certificates may be treated for federal income tax purposes as having been issued with a premium. Certificateholders may elect to amortize such premium under a constant yield method in which case such amortizable premium will generally be allocated among the interest payments on such Certificates and will be applied as an offset against such interest payments. See “Federal Income Tax Consequences—REMICS—Taxation of Owners of REMIC Regular Certificates—Premium” in the prospectus.

The offered certificates will be treated as assets described in Section 7701(a)(19)(C) of the Code and “real estate assets” under Section 856(c)(4)(A) of the Code, generally in the same proportion that the assets in the related issuing entity would be so treated. In addition, interest on the offered certificates will be treated as “interest on obligations secured by mortgages on real property” under Section 856(c)(3)(B) of the Code, generally to the extent that the offered certificates are treated as “real estate assets” under Section 856(c)(4)(A) of the Code. The offered certificates (other than the Residual Certificates) also will be treated as “qualified mortgages” under Section 860G(a)(3) of the Code. See “Federal Income Tax Consequences—REMICS—Characterization of Investments in REMIC Certificates” in the prospectus.

It is not anticipated that the REMIC will engage in any transactions that would subject it to the prohibited transactions tax as defined in Section 860F(a)(2) of the Code, the contributions tax as defined in Section 860G(d) of the Code or the tax on net income from foreclosure property as defined in Section 860G(c) of the Code. However, in the event that any such tax is imposed on the REMIC, such tax will be borne (1) by the Trustee, if the Trustee has breached its obligations with respect to REMIC compliance under the Agreement, (2) by the Master Servicer, if the Master Servicer has breached its obligations with respect to REMIC compliance under the Agreement and (3) otherwise by the issuing entity, with a resulting reduction in amounts otherwise distributable to holders of the related offered certificates. See “Description of the Securities—General” and “Federal Income Tax Consequences—REMICS—Prohibited Transactions and Other Possible REMIC Taxes” in the prospectus.

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The responsibility for filing annual federal information returns and other reports will be borne by the Trustee. See “Federal Income Tax Consequences—REMICS—Reporting and Other Administrative Matters” in the prospectus.

For further information regarding the federal income tax consequences of investing in the offered certificates, see “Federal Income Tax Consequences—REMICS” in the prospectus.

Special Tax Considerations Applicable to Residual Certificates

The IRS has issued REMIC regulations under the provisions of the Internal Revenue Code that significantly affect holders of Residual Certificates. The REMIC Regulations will impose restrictions on the transfer or acquisition of residual interests, including the Residual Certificates. In addition, the REMIC Regulations contain restrictions that apply to the transfer of “noneconomic” residual interests to United States persons. The REMIC Regulations also provide that transfers of a Residual Certificate to a non-United States person will be disregarded for tax purposes in some cases. Transfers of the Residual Certificates to such persons are, however, prohibited under the Agreement. See “Federal Income Tax Consequences—REMICS—Taxation of Owners of REMIC Residual Certificates—Noneconomic REMIC Residual Certificates” in the prospectus and “ERISA Considerations” and “Description of the Certificates—Restrictions on Transfer of the Residual Certificates” in this prospectus supplement for additional restrictions on transfer of the Residual Certificates.

The REMIC Regulations also provide that a transfer to a United States person of “noneconomic” residual interests will be disregarded for all federal income tax purposes, and that the purported transferor of “noneconomic” residual interests will continue to remain liable for any taxes due with respect to the income on such residual interests, unless “no significant purpose of the transfer was to impede the assessment or collection of tax”. Based on the REMIC Regulations, the Residual Certificates will constitute noneconomic residual interests during some or all of their terms for purposes of the REMIC Regulations and, accordingly, unless no significant purpose of a transfer is to impede the assessment or collection of tax, transfers of the Residual Certificates may be disregarded and purported transferors may remain liable for any taxes due with respect to the income on the Residual Certificates. All transfers of the Residual Certificates will be subject to restrictions under the terms of the Agreement that are intended to reduce the possibility of any such transfer being disregarded to the extent that the Residual Certificates constitute noneconomic residual interests.

The holders of the Residual Certificates will be required to report taxable income and pay tax with respect to the early accrual periods of the REMIC’s term that significantly exceeds the amount of cash distributions received by such holders from the REMIC with respect to such periods. Furthermore, the tax on such income will exceed the cash distributions with respect to such periods. Consequently, holders of Residual Certificates should have other sources of funds sufficient to pay any federal income taxes due in the earlier years of the REMIC as a result of their ownership of Class R Certificates. In addition, the required inclusion of this amount of taxable income during the REMIC’s earlier accrual periods and the deferral of corresponding tax losses or deductions until later accrual periods or until the ultimate sale or disposition of a Residual Certificate (or possibly later under the “wash sale” rules of Section 1091 of the Code) may cause the after-tax rate of return of a holder of a Residual Certificate to be zero or negative even where such holders’ pre-tax rate of return is positive. That is, on a present value basis, the resulting tax liabilities of a holder of a Residual Certificate will substantially exceed the sum of any tax benefits and the amount of any cash distributions on such Residual Certificates over their life.

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An individual, trust or estate that holds (whether directly or indirectly through a pass-through entity) a Residual Certificate may have significant additional gross income with respect to, but may be subject to limitations on the deductibility of, servicing and trustee’s fees and other administrative expenses properly allocable to the REMIC in computing such holder’s regular tax liability and will not be able to deduct these fees or expenses to any extent in computing such holder’s alternative minimum tax liability. See “Federal Income Tax Consequences—REMICS—Taxation of Owners of REMIC Residual Certificates—Possible Pass Through of Miscellaneous Itemized Deductions” in the prospectus.

Potential investors in Residual Certificates should also be aware that under the terms of the Agreement, the holders of the largest Percentage Interest in the Residual Certificates shall, by their acceptance of such Certificates, agree to irrevocably appoint the Trustee as their agent to perform all of the duties of the tax matters person for the REMIC.

On May 11, 2004, the IRS issued final regulations relating to the federal income tax treatment of “inducement fees” received by transferees of non-economic REMIC residual interests. The regulations provide tax accounting rules for the inclusion of such fees in income over an appropriate period, and clarify that inducement fees represent income from sources within the United States. These rules apply to taxable years ending on or after May 11, 2004. On the same date, the IRS issued administrative guidance addressing the procedures by which transferees of such REMIC residual interests may obtain consent to change the method of accounting for REMIC inducement fee income to one of the methods provided in the regulations. Prospective purchasers of the Residual Certificates are encouraged to consult with their tax advisors regarding the effect of these regulations and the related administrative guidance.

Purchasers of the Residual Certificates are strongly advised to consult their own tax advisors as to the economic and tax consequences of investment in the Residual Certificates.

For further information regarding the federal income tax consequences of investing in the Residual Certificates, see “Yield on the Certificates—Additional Yield Considerations Applicable Solely to the Residual Certificates” in this prospectus supplement and “Federal Income Tax Consequences—REMICS—Taxation of Owners of REMIC Residual Certificates” in the prospectus.

For further information regarding the federal income tax consequences of investing in the offered certificates, see “Federal Income Tax Consequences—REMICS” in the prospectus.

METHOD OF DISTRIBUTION

Subject to the terms and conditions set forth in the underwriting agreement, dated _________ __, ____, the depositor has agreed to sell, and the Underwriter has agreed to purchase the offered certificates. The Underwriter is obligated to purchase all offered certificates of the respective classes offered by this prospectus supplement if it purchases any. The Underwriter is an affiliate of the depositor.

Distribution of the offered certificates will be made from time to time in negotiated transactions or otherwise at varying prices to be determined at the time of sale. Proceeds to the depositor from the sale of the offered certificates, before deducting expenses payable by the depositor, will be approximately _________% of the aggregate initial Certificate Principal Balance of the offered certificates, plus accrued interest on the offered certificates. In connection with the purchase and sale of the offered certificates, the Underwriter may be deemed to have received compensation from the depositor in the form of underwriting discounts.

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The offered certificates are offered subject to receipt and acceptance by the Underwriter, to prior sale and to the Underwriter’s right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice. It is expected that delivery of the Book-Entry Certificates will be made through the facilities of DTC, and that delivery of each other class of offered certificates and the Residual Certificates will be made at the offices of the Underwriter, [Address], in each case, on or about the Closing Date.

The underwriting agreement provides that the depositor will indemnify the Underwriter against certain civil liabilities, including liabilities under the Securities Act of 1933, as amended, or will contribute to payments the Underwriter may be required to make in respect thereof.

SECONDARY MARKET

There can be no assurance that a secondary market for the offered certificates will develop or, if it does develop, that it will continue. The primary source of information available to investors concerning the offered certificates will be the monthly statements discussed in the prospectus under “Description of the Securities—Reports to Securityholders”, which will include information as to the outstanding principal balance of the offered certificates and the status of the applicable form of credit enhancement. There can be no assurance that any additional information regarding the offered certificates will be available through any other source. In addition, the depositor is not aware of any source through which price information about the offered certificates will be generally available on an ongoing basis. The limited nature of information regarding the offered certificates may adversely affect the liquidity of the offered certificates, even if a secondary market for the offered certificates becomes available.

LEGAL OPINIONS

Legal matters relating to the offered certificates will be passed upon for the depositor and the Underwriter by Thacher Proffitt & Wood llp, New York, New York.

LEGAL PROCEEDINGS

[There are no material legal proceedings pending against the Sponsor, the Depositor, the Trustee, The Issuing Entity, the Master Servicer, [any affiliated Servicer, any 20% concentration unaffiliated Servicer, any 20% concentration Originator], the Custodians, or with respect to which the property of any of the foregoing transaction parties is subject, that are material to the Certificateholders. No legal proceedings against any of the foregoing transaction parties is known to be contemplated by governmental authorities, that are material to the Certificateholders.]

AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS

[There are no affiliations between the Sponsor, the Depositor or the Issuing Entity and any of the Master Servicer, [any affiliated Servicer, any 20% concentration unaffiliated Servicer], the Trustee, [any 10% concentration Originator], [any credit enhancement provider or derivatives counterparty], the Custodians. There are no affiliations among the Master Servicer, [any affiliated Servicer, any 20% concentration unaffiliated Servicer], the Trustee, [any 10% concentration Originator], [any credit enhancement provider or derivatives counterparty], the Custodians. There are currently no business relationships, agreements, arrangements, transactions or understandings between (a) the Sponsor, the Depositor or the Issuing Entity and (b) any of the parties referred to in the preceding sentence, or any of their respective affiliates, that were entered into outside the normal course of business or that contain terms other than would be obtained in an arm’s length transaction with an unrelated third party and that are material to the investor's understanding of the Certificates, or that relate to the Certificates or the pooled assets. No such business relationship, agreement, arrangement, transaction or understanding has existed during the past two years.]

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RATINGS

It is a condition to the issuance of the Certificates that the Class A Certificates and the Residual Certificates be rated “AAA” by _________________ (“_____”) and “AAA” by ____________ (“____”), that the Class B-1 Certificates be rated at least “AA” by _________ and at least “AA” by _______, that the Class B-2 Certificates be rated at least “A” by _________ and at least “A” by ________, and that the Class B-3 Certificates be rated at least “BBB” by __________.

The ratings of _________ and ________ assigned to asset backed certificates address the likelihood of the receipt by certificateholders of all distributions to which the certificateholders are entitled. The rating process addresses structural and legal aspects associated with the Certificates, including the nature of the underlying mortgage loans. The ratings assigned to asset backed certificates do not represent any assessment of the likelihood that principal prepayments will be made by the mortgagors or the degree to which the rate and timing principal prepayments will differ from that originally anticipated. The ratings do not address the possibility that certificateholders might suffer a lower than anticipated yield due to non-credit events or that the holders of the Class XS Certificates may fail to recover fully their initial investment. In addition, the ratings on the Residual Certificates do not address the likelihood of receipt by the holders of the Residual Certificates of any amounts in excess of their initial Certificate Balance thereof and interest thereon.

A security rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating organization. Each security rating should be evaluated independently of any other security rating. In the event that the ratings initially assigned to the offered certificates are subsequently lowered for any reason, no person or entity is obligated to provide any additional credit support or credit enhancement with respect to the offered certificates.

The depositor has not requested that any rating agency rate any class of the offered certificates other than as stated above. However, there can be no assurance as to whether any other rating agency will rate any class of the offered certificates, or, if it does, what rating would be assigned by any other rating agency. A rating on any class of the offered certificates by another rating agency, if assigned at all, may be lower than the ratings assigned to the offered certificates as stated above.

The rating agencies have stated that it is their standard policy to monitor ratings on publicly offered securities for which a rating has been provided, as to each rating agency rating each class of Offered Certificates in accordance with the rating agencies’ particular surveillance policies, unless the issuer requests a rating without surveillance. A rating agency will monitor the rating it issues on an ongoing basis and may update the rating after conducting its regular review of the issuer’s creditworthiness or after conducting a review of the status of the rating upon becoming aware of any information that might reasonably be expected to result in a change of rating. The Depositor has not requested that any rating agency not monitor their ratings of the Offered Certificates, and the Depositor has not requested that any rating agency use any monitoring procedures other than their standard monitoring procedures.

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LEGAL INVESTMENT

The Senior Certificates and the Class B-1 Certificates will constitute “mortgage related securities” for purposes of SMMEA for so long as they are rated not lower than the second highest rating category by a Rating Agency (as defined in the prospectus) and, as such, will be legal investments for entities to the extent provided in SMMEA. SMMEA, however, provides for state limitation on the authority of these entities to invest in “mortgage related securities” provided that restrictive legislation by the state was enacted prior to October 3, 1991. Some states have enacted legislation which overrides the preemption provisions of SMMEA. The Class B-2 Certificates and the Class B-3 Certificates will not constitute “mortgage related securities” for purposes of SMMEA.

The depositor makes no representations as to the proper characterization of any class of offered certificates for legal investment or other purposes, or as to the ability of particular investors to purchase any class of offered certificates under applicable legal investment restrictions. These uncertainties may adversely affect the liquidity of any class of offered certificates. Accordingly, all institutions whose investment activities are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities are encouraged to consult with their legal advisors in determining whether and to what extent any class of offered certificates constitutes a legal investment or is subject to investment, capital or other restrictions.

See “Legal Investment Matters” in the prospectus.

AVAILABLE INFORMATION

The depositor is subject to the informational requirements of the Exchange Act and in accordance therewith files reports and other information with the Commission. Reports and other information filed by the depositor can be inspected and copied at the Public Reference Room maintained by the Commission at 100 F Street, NE, Washington, DC 20549, and its Regional Offices located as follows: Chicago Regional Office, 500 West Madison, 14th Floor, Chicago, Illinois 60661; New York Regional Office, 233 Broadway, New York, New York 10279. Copies of the material can also be obtained from the Public Reference Section of the Commission, 100 F Street, NE, Washington, DC 20549, at prescribed rates and electronically through the Commission’s Electronic Data Gathering, Analysis and Retrieval system at the Commission’s Website (http://www.sec.gov). Information about the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission will be filed under the issuing entity’s name. The depositor does not intend to send any financial reports to securityholders.

The issuing entity’s annual reports on Form 10-K (including reports of assessment of compliance with the AB Servicing Criteria, attestation reports, and statements of compliance, discussed in “Description of the Securities—Reports to Securityholders” and “Servicing of Mortgage Loans—Evidence as to Compliance” in the prospectus, required to be filed under Regulation AB), periodic distribution reports on Form 10-D, current reports on Form 8-K and amendments to those reports, together with such other reports to security holders or information about the securities as shall have been filed with the Commission will be posted on the [sponsor’s][depositor’s] internet web site as soon as reasonably practicable after it has been electronically filed with, or furnished to, the Commission. The address of the website is: __________________.

This prospectus does not contain all of the information set forth in the registration statement (of which this prospectus forms a part) and exhibits thereto which the depositor has filed with the Commission under the Securities Act and to which reference is hereby made.

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REPORTS TO SECURITYHOLDERS

The master servicer or another designated person will be required to provide periodic unaudited reports concerning each issuing entity to all registered holders of offered securities of the related series with respect to each issuing entity as are required under the Exchange Act and the Commission’s related rules and regulations, and under the terms of the applicable agreements.

As to each issuing entity, so long as it is required to file reports under the Exchange Act, those reports will be made available as described above under “Available Information”.

As to each issuing entity that is no longer required to file reports under the Exchange Act, periodic distribution reports will be posted on the [sponsor’s][depositor’s] website referenced above under “Available Information” as soon as practicable. Annual reports of assessment of compliance with the AB Servicing Criteria, attestation reports, and statements of compliance will be provided to registered holders of the related securities upon request free of charge. See “Servicing of Mortgage Loans—Evidence as to Compliance” and “Description of the Securities—Reports to Securityholders” in the prospectus.

ERISA CONSIDERATIONS

A fiduciary of any Plan and any person investing Plan Assets of any Plan should carefully review with its legal advisors whether the purchase, sale or holding of certificates will give rise to a prohibited transaction under ERISA or Section 4975 of the Code.

The U.S. Department of Labor has issued an Exemption, as described under “ERISA Considerations” in the prospectus, to the Underwriter. The Exemption generally exempts from the application of certain of the prohibited transaction provisions of Section 406 of ERISA, and the excise taxes imposed on such prohibited transactions by Section 4975(a) and (b) of the Code and Section 502(i) of ERISA, transactions relating to the purchase, sale and holding of pass-through certificates rated at least “BBB-” (or its equivalent) by the Exemption Rating Agencies at the time of purchase and underwritten by the Underwriter, such as the offered certificates, and the servicing and operation of asset pools, such as the mortgage pool, provided that the conditions of the Exemption are satisfied. The purchase of the offered certificates by, on behalf of or with the Plan Assets of any Plan may qualify for exemptive relief under the Exemption, as amended and as currently in effect. However, the Exemption contains a number of conditions which must be met for the Exemption, as amended, to apply (as described in the prospectus), including the requirement that any such Plan must be an “accredited investor” as defined in Rule 501(a)(1) of Regulation D of the Securities and Exchange Commission under the Securities Act of 1933, as amended. A fiduciary of a Plan contemplating purchasing an offered certificate must make its own determination that the conditions set forth in the Exemption, as amended, will be satisfied with respect to such certificates, including the requirement that the rating on a particular class of certificates be “BBB-” or higher at the time of purchase.

Each beneficial owner of a Subordinate Certificate or any interest therein must represent that either (i) it is not a Plan or investing with assets of Plan, (ii) it has acquired and is holding such certificate in reliance on the Exemption, and that it understands that there are certain conditions to the availability of the Exemption, including that such certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by S&P, Fitch or Moody’s Investors Service, Inc., and such certificate is so rated or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied.

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Because the characteristics of the Class R Certificates may not meet the requirements of the Exemption, or any other issued exemption under ERISA, a Plan may have engaged in a prohibited transaction giving rise to excise taxes or civil penalties if it purchases and holds Class R Certificates. Consequently, transfers of the Class R Certificates will not be registered by the trustee unless the trustee receives either (1) a representation from the transferee of the certificate, acceptable to and in form and substance satisfactory to the trustee, that the transferee is not a Plan, or a person acting on behalf of a Plan or using a Plan’s assets to effect the transfer (will be deemed to have been made by the transferee’s acceptance of a Class R Certificate) or (2) an opinion of counsel satisfactory to the trustee that the purchase and holding of the certificate by a Plan, or a person acting on behalf of a Plan or using a Plan’s assets, will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code and will not subject the trustee or the master servicer to any obligation in addition to those undertaken in the pooling and servicing agreement. If the first representation is not true, or any attempt to transfer to a Plan or person acting on behalf of a Plan or using a Plan’s assets is initiated without the required opinion of counsel, then the attempted transfer or acquisition will be void.

Any fiduciary or other investor of Plan Assets that proposes to acquire or hold the offered certificates on behalf of or with Plan Assets of any Plan should consult with its counsel with respect to the application of the fiduciary responsibility provisions of ERISA and the prohibited transaction provisions of the ERISA and the Code to the proposed investment. See “ERISA Considerations” in the prospectus.

The sale of any class of offered certificates to a Plan is in no respect a representation by the depositor, the Trustee or the Underwriter that such an investment meets all relevant legal requirements with respect to investments by Plans generally or any particular Plan, or that such an investment is appropriate for Plans generally or any particular Plan.

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GLOSSARY

Available Distribution Amount — For any distribution date, an amount which generally includes scheduled payments on the mortgage loans due during the related Due Period and received on or prior to the related Determination Date, prepayments and other unscheduled collections received on the mortgage loans during the related Prepayment Period, any P&I Advances made by the Master Servicer for such distribution date and with respect to each mortgage loan with a first payment date occurring in _________ ____, a cash amount equal to interest on such mortgage loan, net of the amount of any prepayment charges received on the mortgage loans and net of fees payable to the Master Servicer and the Trustee and amounts reimbursable to the Master Servicer, the depositor and the Trustee as provided in the Agreement.

Bankruptcy Amount — The aggregate amount of Realized Losses which may be allocated in connection with Bankruptcy Losses through subordination will initially be equal to approximately $_______. As of any date of determination, the Bankruptcy Amount shall equal the initial Bankruptcy Amount less the sum of any amounts allocated through subordination for such losses up to such date of determination.

Book-entry Certificates — The Class A Certificates issued, maintained and transferred at the DTC.

Certificate Principal Balance — With respect to any Certificate (other than a Class XS Certificate), the then maximum amount that the holder thereof is thereafter entitled to receive as distributions allocable to principal from the cash flow on the mortgage loans and the other assets in the issuing entity. The Certificate Principal Balance of any class of Certificates (other than the Class XS Certificates) as of any date of determination is equal to the initial Certificate Principal Balance thereof, reduced by the aggregate of (a) all amounts allocable to principal previously distributed with respect to such Certificate and (b) without duplication of amounts described in clause (a) above, any reductions in the Certificate Principal Balance thereof deemed to have occurred in connection with allocations thereto of Realized Losses on the mortgage loans as described below.

Class A Certificates — The Lockout Certificates together with the Senior Sequential Certificates.

Class B Percentage — For the Class B-1 Certificates, the Class B-2 Certificates, the Class B-3 Certificates, the Class B-4 Certificates, the Class B-5 Certificates and the Class B-6 Certificates initially will equal approximately ____%, approximately ____%, approximately ____%, approximately ____%, approximately ____% and approximately ____%, respectively, and will in no event exceed 100%, and will be adjusted for each distribution date to be the percentage equal to the Certificate Principal Balance of the related class of Subordinate Certificates immediately prior to such distribution date divided by the aggregate of the Scheduled Principal Balance of each of the mortgage loans immediately prior to such distribution date.

Compensating Interest — Any payments made by the Master Servicer from its own funds to cover Prepayment Interest Shortfalls.

CPR — A constant rate of prepayment on the mortgage loans.

Cut-Off Date — [Date]

Derivative Contracts — The Derivative Contract, dated [_____________], between [__________] and [__________].

Derivative Contracts Payment Amount — With respect to any payment date, the amount equal to the excess, if any, of (a) the aggregate amount payable on that payment date to the Issuing Entity from the Derivative Counterparty pursuant to the Derivative Contracts, over (b) the aggregate amount payable on that payment date to the Derivative Counterparty under the Derivative Contracts, in each case as described in “Description of the Certificates—Derivative Contracts” in this prospectus supplement.

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Derivative Counterparty — [Name of Derivative Counterparty].

Determination Date — With respect to any distribution date is on the 15th day of the month in which such distribution date occurs or, if such day is not a business day, on the immediately preceding business day.

Due Date — With respect to each mortgage loans, the first day of the month.

Due Period — With respect to any distribution date commences on the second day of the month immediately preceding the month in which such distribution date occurs and ends on the first day of the month in which such distribution date occurs.

Excess Bankruptcy Losses — Bankruptcy Losses in excess of the Bankruptcy Amount.

Excess Fraud Losses — Fraud Losses in excess of the Fraud Loss Amount.

Excess Losses — Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses.

Excess Special Hazard Losses — Special Hazard Losses in excess of the Special Hazard Amount.

Exemption — Prohibited Transaction Exemption __-__.

Fraud Loss Amount — The aggregate amount of Realized Losses which may be allocated in connection with Fraud Losses through subordination shall initially be equal to approximately $_________. As of any date of determination after the Cut-off Date, the Fraud Loss Amount shall equal (X) prior to the first anniversary of the Cut-off Date an amount equal to ____% of the aggregate principal balance of all of the mortgage loans as of the Cut-off Date minus the aggregate amounts allocated through subordination with respect to Fraud Losses on the mortgage loans up to such date of determination, (Y) from the first to the second anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date and (b) ____% of the aggregate principal balance of all of the mortgage loans as of the most recent anniversary of the Cut-off Date minus (2) the aggregate amounts allocated through subordination with respect to Fraud Losses on the mortgage loans since the most recent anniversary of the Cut-off Date up to such date of determination and (Z) from the second to the fifth anniversary of the Cut-off Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most recent anniversary of the Cut-off Date, and (b) ____% of the aggregate principal balance of all of the mortgage loans as of the most recent anniversary of the Cut-off Date minus (2) the aggregate amounts allocated through subordination with respect to Fraud Losses on the mortgage loans since the most recent anniversary of the Cut-off Date up to such date of determination. On and after the fifth anniversary of the Cut-off Date, the Fraud Loss Amount shall be zero.

Industry — DTC’s participants and other members of the financial community.

Interest Accrual Period — For each class of Certificates for any distribution date, the one-month period preceding the month in which such distribution date occurs.

Interest Distribution Amount — With respect to the Certificates of any class on any distribution date, is equal to interest accrued during the related Interest Accrual Period on the Certificate Principal Balance or Notional Amount, as applicable, of such Certificates immediately prior to such distribution date at the then applicable Pass-Through Rate for such class, plus, in the case of each such class, any such amount remaining unpaid from previous distribution dates, and reduced (to not less than zero), in the case of each such class, by the allocable share for such class of Prepayment Interest Shortfalls to the extent not covered by Compensating Interest paid by the Master Servicer and other interest shortfalls not covered by the subordination provided by more subordinate classes of Certificates. Any Prepayment Interest Shortfalls for any distribution date to the extent not covered by Compensating Interest paid by the Master Servicer will be allocated among the holders of the Certificates on a pro rata basis based on the respective amounts of interest accrued on such Certificates for such distribution date.

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Lockout Certificates — The Class A-6 Certificates.

Lockout Certificate Percentage — As calculated for each distribution date, the percentage equal to the aggregate Certificate Principal Balance of the Lockout Certificates divided by the sum of the aggregate Certificate Principal Balances of the Class A Certificates.

Lockout Distribution Percentage — For any distribution date occurring prior to the distribution date in _________ ____ will be equal to 0%. The “Lockout Distribution Percentage” for any distribution date occurring after the first ____ years following the Closing Date will be as follows: for any distribution date during the _______ year after the Closing Date, __% of the Lockout Certificate Percentage for such distribution date; for any distribution date during the ______ year after the Closing Date, __% of the Lockout Certificate Percentage for such distribution date; for any distribution date during the _______ year after the Closing Date, ___% of the Lockout Certificate Percentage for such distribution date, and for any distribution date thereafter, the lesser of (x) 300% of the Lockout Certificate Percentage and (y) 100%. Notwithstanding the foregoing, if the Certificate Principal Balances of the Class A Certificates (other than the Lockout Certificates) have been reduced to zero, the Lockout Distribution Percentage will be equal to 100%.

Master Servicer — [Name of Master Servicer].

Net Derivative Fee — With respect to any payment date, the amount equal to the excess, if any, of (a) the aggregate amount payable on that payment date to the Derivative Counterparty in respect of the related Derivative Contracts, over (b) the aggregate amount payable on that payment date to the Issuing Entity from the Derivative Counterparty pursuant to the related Derivative Contracts, in each case as described in “Description of the Certificates—The Derivative Contracts” in this prospectus supplement.

Net Derivative Fee Rate — With respect to any payment date, the fraction, expressed as a rate per annum, equal to (x) the Net Derivative Fee on such payment date over (y) the aggregate Stated Principal Balance of the related Mortgage Loans.

Net Mortgage Rate — On any mortgage loan, the then applicable mortgage rate thereon minus the sum of (1) the Servicing Fee Rate, (2) the Trustee’s Fee Rate and (3) the Net Derivative Fee Rate.

Notional Amount — With respect to the Class XS Certificates as of any date of determination, the aggregate principal balance of the then outstanding mortgage loans. Reference to the Notional Amount of the Class XS Certificates is solely for convenience in calculations and does not represent the right to receive any distributions allocable to principal.

Offered Certificates — The Senior Certificates, the Class B-1 Certificates, the Class B-2 Certificates, the Class B-3 Certificates and the Residual Certificates.

P&I Advance — The aggregate of all payments of principal and interest, net of the Servicing Fee, that were due during the related Due Period on the mortgage loans master serviced by it and that were delinquent on the related Determination Date, plus amounts representing assumed payments not covered by any current net income on the mortgaged properties acquired by foreclosure or by deed in lieu of foreclosure.

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Pass-through Rate — With respect to any class of Certificates other than the Class XS Certificates, the fixed rate set forth on the cover hereof. The Pass-Through Rate applicable to the calculation of the Interest Distribution Amount for the Class XS Certificates for any distribution date is the rate per annum expressed as the percentage equivalent of a fraction, the numerator of which is equal to (1)(A) the amount of interest accrued on the mortgage loans for the immediately preceding calendar month at the Net Mortgage Rate minus (B) the aggregate amount of interest payable on the Certificates (other than the XS Certificates), and the denominator of which is equal to (2) the Notional Amount of the Class XS Certificates. The initial variable Pass-Through Rate for the Class XS Certificates is approximately _______% per annum.

Prepayment Assumption — A prepayment rate for the mortgage loans of ___% of the Prepayment Vector.

Prepayment Period — With respect to any distribution date is the calendar month immediately preceding the month in which such distribution date occurs.

Prepayment Vector — A ___% Prepayment Vector assumes that the outstanding balance of a pool of mortgage loans prepays at a rate of ____% CPR in the first month of the life of such pool, such rate increasing by an additional approximate ____% CPR (precisely __/__, expressed as a percentage) each month thereafter through the eleventh month of the life of such pool, and such rate thereafter remaining constant at __% CPR for the remainder of the life of such pool. An __% Prepayment Vector assumes, for example, that the outstanding balance of a pool of mortgage loans prepays at a rate of ____% CPR in the first month of the life of such pool, such rate increasing by an additional approximate ____% CPR (precisely _____/__, expressed as a percentage) each month thereafter through the ________ month of the life of the pool, and such rate thereafter remaining constant at __% CPR for the remainder of the life of the pool.

Rating Agencies — [Names of Rating Agencies].

Record Date — For each distribution date (1) with respect to any Book-Entry Certificate will be the close of business on the business day immediately preceding such distribution date or (2) with respect to any other class of Certificates, including any definitive certificates, will be the close of business on the last business day of the month preceding the month in which such distribution date occurs.

Residual Certificates — The Class R Certificates.

Rules — The rules, regulations and procedures creating and affecting DTC and its operations.

Scheduled Principal Balance — With respect to any mortgage loan as of any date of determination is equal to the principal balance thereof as of the Cut-off Date (after application of all scheduled principal payments due on or before the Cut-off Date, whether or not received), reduced by (x) the principal portion of all monthly payments due on or before the date of determination, whether or not received, (y) all amounts allocable to unscheduled principal that were received prior to the calendar month in which the date of determination occurs, and (z) any Bankruptcy Loss occurring out of a Deficient Valuation that was incurred prior to the calendar month in which the date of determination occurs.

Senior Certificates — The Class A Certificates and the Class XS Certificates

Senior Interest Distribution Amount — On each distribution date, the aggregate of the Interest Distribution Amounts for such distribution date on all of the Senior Certificates and, on the first distribution date, the Residual Certificates.

S-86

Senior Percentage — The percentage equal to the aggregate Certificate Principal Balances of the Class A Certificates immediately prior to such distribution date divided by the aggregate of the Scheduled Principal Balance of each of the mortgage loans immediately prior to such distribution date.

Senior Prepayment Percentage — Except as described below, the Senior Prepayment Percentage for any distribution date occurring prior to the distribution date in ________ ____ will equal ___%. Except as described below, the Senior Prepayment Percentage for any distribution date occurring after the first five years will be as follows: for any distribution date during the _____ year after the Closing Date, the Senior Percentage for such distribution date plus ___% of the Subordinate Percentage for such distribution date; for any distribution date during the _______ year after the Closing Date, the Senior Percentage for such distribution date plus __% of the Subordinate Percentage for such distribution date; for any distribution date during the ______ year after the Closing Date, the Senior Percentage for such distribution date plus __% of the Subordinate Percentage for such distribution date; for any distribution date during the _______ year after the Closing Date, the Senior Percentage for such distribution date plus __% of the Subordinate Percentage for such distribution date; and for any distribution date thereafter, the Senior Percentage for such distribution date (unless on any such distribution date the Senior Percentage exceeds the initial Senior Percentage, in which case the Senior Prepayment Percentage for such distribution date will equal ___%). Any scheduled reduction to the Senior Prepayment Percentage described above shall not be made as of any distribution date unless (1) the outstanding principal balance of mortgage loans delinquent 60 days or more (including real estate owned and mortgage loans in foreclosure) averaged over the last six months does not exceed 50% of the sum of the then current Certificate Principal Balances of the Subordinate Certificates and (2) Realized Losses on the mortgage loans to date are less than the then applicable Trigger Amount. The Trigger Amount for any distribution date occurring after the first ____ years will be as follows: for any distribution date during the _____ year after the Closing Date, __% of the initial sum of the Certificate Principal Balances of the Subordinate Certificates; for any distribution date during the seventh year after the Closing Date, __% of the initial sum of the Certificate Principal Balances of the Subordinate Certificates; for any distribution date during the ______ year after the Closing Date, __% of the initial sum of the Certificate Principal Balances of the Subordinate Certificates; and for any distribution date during the _____ year after the Closing Date, __% of the initial sum of the Certificate Principal Balances of the Subordinate Certificates. Notwithstanding the foregoing, upon reduction of the Certificate Principal Balances of the Senior Certificates to zero, the Senior Prepayment Percentage will equal 0%.

Senior Principal Distribution Amount — With respect to any distribution date, the lesser of (a) the balance of the Available Distribution Amount remaining after the Senior Interest Distribution Amount is distributed and (b) the sum of the amounts described in clauses (1) through (4) in section ___________.

Senior Sequential Certificates — The Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates and the Class A-5 Certificates.

Servicing Fee — With respect to each mortgage loan, accrued interest at the Servicing Fee Rate of ____% per annum with respect to the mortgage loan on the same principal balance on which interest on the mortgage loan accrues for the calendar month.

Servicing Fee Rate — On each mortgage loan, a rate equal to ____% per annum.

Special Hazard Amount — The aggregate amount of Realized Losses which may be allocated in connection with Special Hazard Losses through subordination shall initially be equal to approximately $_________. As of any date of determination following the Cut-off Date, the Special Hazard Amount shall equal approximately $_________ less the sum of (A) any amounts allocated through subordination in respect of Special Hazard Losses and (B) the Adjustment Amount. The Adjustment Amount will be equal to an amount calculated pursuant to the terms of the Agreement.

S-87

Sponsor — [Name of Sponsor].

Subordinate Certificates — The Class B-1 Certificates, the Class B-2 Certificates, the Class B-3 Certificates, the Class B-4 Certificates, the Class B-5 Certificates and the Class B-6 Certificates.

Subordinate Percentage — As of any date of determination, a percentage equal to ___% minus the Senior Percentage.

Subordinate Interest Distribution Amount — On each distribution date, is equal to the aggregate of the Interest Distribution Amounts on all of the Subordinate Certificates.

Subordinate Prepayment Percentage — For any distribution date will equal 100% minus the Senior Prepayment Percentage.

Subordinate Principal Distribution Amount — With respect to any distribution date, the lesser of (a) the balance of the Available Distribution Amount remaining after the distribution of the Senior Interest Distribution Amount, the Senior Principal Distribution Amount and the Subordinate Interest Distribution Amount and (b) the aggregate of the sum for each class of Subordinate Certificates of the amounts described in clauses (1) through (4) of “______”.

Swap Agreement Fixed Rate — The fixed rate set forth in the Derivative Contracts used to determine payments to the Issuing Entity or to the Derivative Counterparty.

Systems — Computer applications, systems and similar items for processing data.

Trustee — [Name of Trustee].

Trustee’s Fee — Accrued interest at the Trustee’s Fee Rate of ______% per annum on the Stated Principal Balance of each mortgage loan.

Trustee’s Fee Rate — On each mortgage loan, a rate equal to ______% per annum.

Underwriter — [Name of Underwriter]

S-88

$____________ (Approximate)

IMPAC SECURED ASSETS CORP. DEPOSITOR

Asset Backed Notes SERIES ____-__

PROSPECTUS SUPPLEMENT

DATED _________ ___, ____

Impac Funding Corporation

Master Servicer

[NAME OF UNDERWRITER]

UNDERWRITER

YOU should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with different infomration.

We are not offering the offered certificates any state where the offer is not permitted.

Dealers will be required to deliver a prospectus supplement and prospectus when acting as underwriters of the certificates offered by this prospectus supplement and with respect to their unsold allotments or subscriptions. In addition, all dealers selling the offered certificates, whether or not participating in this offering, may be required to deliver a prospectus supplement and prospectus until _______ ___, ____.

Proposed Title of Securities Being Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit (1)	Proposed Maximum Aggregate Offering Price (1)	Amount of Registration Fee (2)
Asset-Backed Certificates and Asset-Backed Notes (Issuable in Series)	$1,000,000	100%	$1,000,000	$107.00

Accretion Directed	A class of securities designated to receive principal payments primarily from the interest that accrues on specified Accrual Classes.

Accrual	A class of securities where the accrued interest otherwise payable to such certificates is allocated to specified classes of certificates as principal payments in reduction of their certificate principal balance. The certificate principal balance of the Accrual Class will be increased to the extent such accrued interest is so allocated.

Companion	A class that receives principal payments on any distribution date only if scheduled payments have been made on specified planned principal classes, targeted principal classes or scheduled principal classes.

Component	A class consisting of “components.” The components of a class of component securities may have different principal and/or interest payment characteristics but together constitute a single class. Each component of a class of component securities may be identified as falling into one or more of the categories in this list.

Fixed Rate	A class with an interest rate that is fixed throughout the life of the class.

Floating Rate	A class that receives interest payments based on an interest rate that fluctuates each payment period based on a designated index plus a specified margin.

Interest Only or IO	A class of securities with no principal balance and which is not entitled to principal payments. Interest usually accrues based on a specified notional amount.

Inverse Floating Rate	A class of securities where the pass-through rate adjusts based on the excess between a specified rate and LIBOR or another index.

Lock Out	A class of securities which is “locked out” of certain payments, usually principal, for a specified period of time.

Partial Accrual	A class that accretes a portion of the amount of accrued interest thereon, which amount will be added to the principal balance of such class on each applicable distribution date, with the remainder of such accrued interest to be distributed currently as interest on such class. Such accretion may continue until a specified event has occurred or until such Partial Accrual class is retired.

Principal Only	A class of securities which is not entitled to interest payments.

Planned Amortization Class or PAC	A class of securities with a principal balance that is reduced based on a schedule of principal balances, assuming a certain range of prepayment rates on the underlying assets.

Scheduled Principal	A class that is designed to receive principal payments using a predetermined principal balance schedule but is not designated as a Planned Principal Class or Targeted Principal Class. In many cases, the schedule is derived by assuming two constant prepayment rates for the underlying assets. These two rates are the endpoints for the “structuring range” for the scheduled principal class.

Senior Support	A class that absorbs the realized losses other than excess losses that would otherwise be allocated to a Super Senior Class after the related classes of subordinated securities are no longer outstanding.

Sequential Pay	Classes that receive principal payments in a prescribed sequence, that do not have predetermined principal balance schedules and that under all circumstances receive payments of principal continuously from the first distribution date on which they receive principal until they are retired. A single class that receives principal payments before or after all other classes in the same series of securities may be identified as a sequential pay class.

Super Senior	A class that will not bear its proportionate share of realized losses (other than excess losses) as its share is directed to another class, referred to as the “support class” until the class principal balance of the support class is reduced to zero.

Target Amortization or TAC	A class of securities with a principal balance that is reduced based on a scheduled of principal balances, assuming a certain targeted rate of prepayments on the related collateral.

Variable Rate	A class with an interest rate that resets periodically and is calculated by reference to the rate or rates of interest applicable to specified assets or instruments (e.g., the Loan Rates borne by the underlying loans).

Issuing Entity	Impac Secured Assets Trust ___-__
Title of Series	Impac Secured Assets Corp., Asset Backed Certificates, Series ____-_.

Cut-off Date	__________ __, ____.

Closing Date	On or about __________ __, ____.

Depositor	Impac Secured Assets Corp., an affiliate of Impac Funding Corporation.

Sponsor	[Name of Sponsor].

Originator	[Name of Originator].

Master Servicer	Impac Funding Corporation.

Trustee	[Name of Trustee].

Distribution Dates	Distributions on the offered certificates will be made on the 25th day of each month, or, if the day is not a business day, on the next succeeding business day, beginning in _____________ ____.

Scheduled Final Distribution Date	[_______________, 20__] for each of the offered certificates. The actual final distribution date could be substantially earlier.

Expected Final Distribution Date	[_______________, 20__] for each of the offered certificates. The actual final distribution date could be substantially earlier.

Offered Certificates	The classes of offered certificates and their pass-through rates and certificate principal balances or notional amounts are set forth in the table below.

Minimum Denominations	$[25,000]

Caption			Page

INTRODUCTION			1
General			1
THE MORTGAGE POOLS			2
General			2
The Mortgage Loans			3
Underwriting Standards			11
FICO Scores			13
Qualifications of Originators and Sellers			13
Representations by Sellers			14
STATIC POOL INFORMATION			17
SERVICING OF MORTGAGE LOANS			17
General			17
The Master Servicer			17
Collection and Other Servicing Procedures; Mortgage Loan Modifications			18
Subservicers			20
Special Servicers			20
Realization Upon or Sale of Defaulted Mortgage Loans			21
Servicing and Other Compensation and Payment of Expenses; Retained Interest			24
Evidence as to Compliance			25
DESCRIPTION OF THE SECURITIES			25
General			25
Form of Securities			29
Global Securities			31
Assignment of Trust Fund Assets			34
Certificate Account			37
Distributions			41
Distributions of Interest and Principal on the Securities			42
Pre-Funding Account			43
Distributions on the Securities in Respect of Prepayment Premiums			44
Allocation of Losses and Shortfalls			44
Advances			44
Modifications			45
Reports to Securityholders			46
DESCRIPTION OF CREDIT ENHANCEMENT			48
General			48
Subordinate Securities			48
Cross-Support			49
Overcollateralization			49
Financial Guaranty Insurance Policy			49
Mortgage Pool Insurance Policies			50
Letter of Credit			52
Special Hazard Insurance Policies			52
Reserve Funds			53
Cash Flow Agreements			54
Maintenance of Credit Enhancement			54
Reduction or Substitution of Credit Enhancement			56
OTHER FINANCIAL OBLIGATIONS RELATED TO THE SECURITIES			57
Derivatives			57
Purchase Obligations			58
HAZARD INSURANCE, ENVIRONMENTAL INSURANCE; CLAIMS THEREUNDER			59
General			59
Hazard Insurance Policies			59
Environmental Insurance			61
THE DEPOSITOR			61
THE SPONSOR			62
IMPAC FUNDING CORPORATION			62
IMPAC MORTGAGE HOLDINGS, INC.			63
THE AGREEMENTS			63
General			63
Certain Matters Regarding the Master Servicer and the Depositor			63
Events of Default and Rights Upon Event of Default			65
Amendment			69
Termination; Retirement of Securities			71
The Trustee			72
Duties of the Trustee			72
Some Matters Regarding the Trustee			74
Resignation and Removal of the Trustee			74
YIELD CONSIDERATIONS			74
MATURITY AND PREPAYMENT CONSIDERATIONS			77
LEGAL ASPECTS OF MORTGAGE LOANS			79
Mortgages			79
Commercial and Mixed Use Loans			80
Leases and Rents			81
Foreclosure on Mortgages			81
Rights of Redemption			83
Anti-Deficiency Legislation and Other Limitations on Lenders			83
Environmental Legislation			85
Enforceability of Some Provisions			86
Subordinate Financing			87
Applicability of Usury Laws			87
Alternative Mortgage Instruments			88
Forfeitures in Drug and RICO Proceedings			88
Junior Mortgages			88
Negative Amortization Loans			89
FEDERAL INCOME TAX CONSEQUENCES			90
General			90
REMICS			91
Notes			111
Grantor Trust Funds			112
STATE AND OTHER TAX CONSEQUENCES			122
ERISA CONSIDERATIONS			123
Class Exemptions			125
Underwriter Exemption			128
Other Exemptions			134
ERISA Considerations Relating to Notes			135
Callable Securities			136
Tax Exempt Investors			137
Consultation with Counsel			137
LEGAL INVESTMENT MATTERS			137
USE OF PROCEEDS			139
METHODS OF DISTRIBUTION			139
LEGAL MATTERS			141
FINANCIAL INFORMATION			141
RATING			141
INCORPORATION OF INFORMATION BY REFERENCE			141
GLOSSARY			143

SUMMARY OF PROSPECTUS SUPPLEMENT			S-4
RISK FACTORS			S-13
THE MORTGAGE POOL			S-23
STATIC POOL INFORMATION			S-46
YIELD ON THE CERTIFICATES			S-46
DESCRIPTION OF THE CERTIFICATES			S-54
POOLING AND SERVICING AGREEMENT			S-65
THE MASTER SERVICER AND THE SERVICERS			S-67
THE ISSUING ENTITY			S-71
THE DEPOSITOR			S-72
THE SPONSOR			S-72
PERMITTED INVESTMENTS			S-73
FEDERAL INCOME TAX CONSEQUENCES			S-74
METHOD OF DISTRIBUTION			S-77
SECONDARY MARKET			S-78
LEGAL OPINIONS			S-78
LEGAL PROCEEDINGS			S-78
AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS			S-78
RATINGS			S-79
LEGAL INVESTMENT			S-80
AVAILABLE INFORMATION			S-80
REPORTS TO SECURITYHOLDERS			S-81
ERISA CONSIDERATIONS			S-81
GLOSSARY			S-83


Initial Certificate	Pass-through Initial Certificate	Pass-through Class Principal Balance⁽¹⁾	Rate Class Principal Balance⁽¹⁾ Rate
A-1		$________________	______%
XS		$________________	______%
B-1		$________________	______%
B-2		$________________	______%
A-4		$________________	______%
B-3		$________________	______%
A-5		$________________	______%
R		$100	______%
A-6		$________________	______%

Offered Certificates	[RA]	[RA]

Class A-1 through Class A7	AAA	AAA
Class XS	AAA	AAA
Class B-1	AA	AA
Class B2	A	A
Class B3	BBB	BBB
Class R	AAA	AAA

Originator	Number of Mortgage Loans	Aggregate Scheduled Principal Balance Outstanding as of Cut-off Date	% of Mortgage Loans	Weighted Average Credit Score	Weighted Average Original Loan- to-Value Ratio


Total

Servicer	Number of Mortgage Loans	Aggregate Scheduled Principal Balance Outstanding as of Cut-off Date	% of Mortgage Loans	Weighted Average Credit Score	Weighted Average Original Loan- to-Value Ratio


Total

SUMMARY OF PROSPECTUS SUPPLEMENT			S-4
TRANSACTION STRUCTURE			S-10
THE MORTGAGE POOL			S-17
STATIC POOL INFORMATION			S-34
YIELD ON THE NOTES			S-34
DESCRIPTION OF THE NOTES			S-40
THE ISSUING ENTITY			S-53
THE DEPOSITOR			S-53
THE SPONSOR			S-54
THE OWNER TRUSTEE			S-54
THE INDENTURE TRUSTEE			S-55
THE SERVICING AGREEMENTS			S-56
THE INDENTURE AND OWNER TRUST AGREEMENT			S-63
PERMITTED INVESTMENTS			S-67
FEDERAL INCOME TAX CONSEQUENCES			S-68
METHOD OF DISTRIBUTION			S-69
SECONDARY MARKET			S-69
LEGAL OPINIONS			S-69
LEGAL PROCEEDINGS			S-69
AFFILIATIONS, RELATIONSHIPS AND RELATED TRANSACTIONS			S-69
RATINGS			S-70
LEGAL INVESTMENT			S-70
AVAILABLE INFORMATION			S-71
REPORTS TO SECURITYHOLDERS			S-72
ERISA CONSIDERATIONS			S-72
GLOSSARY			S-74

Title of Series	Impac Secured Assets Corp., Asset-Backed Notes, Series ____-_.
Cut-off Date	__________ __, ____.
Closing Date	On or about __________ __, ____.
Issuing Entity	Impac MBN Trust Series ____-__.
Depositor	Secured Assets Corp., an affiliate of Impac Funding Corporation.
Master Servicer	Impac Funding Corporation.
Originators and Servicers	[Names of Originators and Servicers.]
Sponsor	[Name of Sponsor].
Owner Trustee	[Name of Owner Trustee.]
Indenture Trustee	[Name of Indenture Trustee.]
Distribution Dates	Distributions on the offered notes will be made on the 25th day of each month, or, if that day is not a business day, on the next succeeding business day, beginning in ______ ____.
Scheduled Final Distribution Date	[_______________, 20__] for each of the offered certificates. The actual final distribution date could be substantially earlier.
Expected Final Distribution Date	[_______________, 20__] for each of the offered certificates. The actual final distribution date could be substantially earlier.
Offered Notes	The classes of offered notes and their interest rates, note balances and final maturity date are shown in the table below.
Minimum Denominations	$[25,000]

Note

Class	Initial Note Balance⁽¹⁾	Note Interest Rate	Final Maturity Date
A._______	$_________	Variable(2)

Offered Notes	[RA]	[RA]
Class A	AAA	AAA
Class M-1	AA	AA
Class M-2	A	A
Class M-3	BBB	BBB

Originator	Number of Mortgage Loans	Aggregate Scheduled Principal Balance Outstanding as of Cut-off Date	% of Mortgage Loans	Weighted Average Credit Score	Weighted Average Original Loan-to- Value Ratio


Total

Servicer	Number of Mortgage Loans	Aggregate Scheduled Principal Balance Outstanding as of Cut-off Date	% of Mortgage Loans	Weighted Average Credit Score	Weighted Average Original Loan-to-Value Ratio


Total

Lease Rollover Schedule⁽¹⁾
[Year]	# of Leases Expiring	Total Expiring	Cumulative Total SF Expiring	Annual Rental Represented by Such Leases	% of Gross Annual Rental
Vacant
MTM⁽²⁾
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Thereafter

Item	Fee	Paid From
Master Servicing Fee(1)(2)	___bp	Mortgage Loan Interest Collections
Indenture Trustee Fee	___bp	Master Servicing Fee
Servicer Fee	___bp	Master Servicing Fee

Registration Fee - Securities and Exchange Commission	$	107.00
Printing and Engraving Fees		*
Accounting Fees and Expenses		*
Legal Fees and Expenses		*
Trustee Fees and Expenses		*
Rating Agency Fees		*
Miscellaneous Expenses		*
Total	$	*

Exhibit Number
1.1**	-	Form of Underwriting Agreement
3.1*	-	Amended Articles of Incorporation of the Company
3.2*	-	By-Laws of the Company
4.1	-	Form of Pooling and Servicing Agreement for an offering of Pass-Through Certificates consisting of senior and subordinated classes related to the Mixed-Use and Commercial Mortgage Loan Prospectus
4.2**	-	Form of Servicing Agreement for an offering of Mortgage-Backed Notes related to the Mixed-Use and Commercial Mortgage Loan Prospectus
4.3**	-	Form of Trust Agreement for an offering of Mortgage-Backed Notes related to the Mixed-Use and Commercial Mortgage Loan Prospectus
4.4**	-	Form of Indenture for an offering of Mortgage-Backed Notes related to the Mixed-Use and Commercial Mortgage Loan Prospectus
5.1*	-	Opinion of Thacher Proffitt & Wood llp regarding the legality of the Certificates and the Notes issued pursuant to the Base Prospectus
8.1*	-	Opinion of Thacher Proffitt & Wood llp regarding certain tax matters related to the Certificates and the Notes issued pursuant to the Base Prospectus (included with Exhibit 5.1)
23.1*	-	Consent of Thacher Proffitt & Wood llp (included as part of Exhibit 5.1)
24.1*	-	Power of Attorney


	IMPAC SECURED ASSETS CORP.

	By:	/s/ Gretchen Verdugo
		Gretchen Verdugo Chief Financial Officer

SIGNATURE	TITLE	DATE

/s/ Joseph R. Tomkinson	Chief Executive Officer (Principal Executive	August 22, 2006
Joseph R. Tomkinson	Officer) and Director

* see below	Chief Operating Officer and Director	August 22, 2006
Richard J. Johnson

/s/ Gretchen Verdugo	Chief Financial Officer (Principal Financial	August 22, 2006
Gretchen Verdugo	Officer and Principal Accounting Officer)

/s/ Blaine Ung	Director	August 22, 2006
Blaine Ung

ARTICLE I DEFINITIONS

Section 1.01.	Defined Terms	10
Section 1.02.	Determination of LIBOR	61
Section 1.03.	Allocation of Certain Interest Shortfalls	62

ARTICLE II CONVEYANCE OF MORTGAGE LOANS

Section 2.01.	Conveyance of Mortgage Loans	63
Section 2.02.	Acceptance of the Trust Fund by the Trustee	66
Section 2.03.	Representations, Warranties and Covenants of the Master Servicer and the Depositor	68
Section 2.04.	Representations and Warranties of the Sponsor	70
Section 2.05.	Issuance of Certificates; Conveyance of REMIC 1 Regular Interests and REMIC 2 Regular Interests and Acceptance of REMIC 2 REMIC 3 by the Trustee	71
Section 2.06.	[reserved].	72
Section 2.07.	Purposes and Powers of the Trust	72

ARTICLE III ADMINISTRATION AND SERVICING OF THE TRUST FUND

Section 3.01.	Master Servicer to Act as Master Servicer	74
Section 3.02.	Sub-Servicing Agreements Between Master Servicer and Sub-Servicers	76
Section 3.03.	Successor Sub-Servicers	77
Section 3.04.	Liability of the Master Servicer	77
Section 3.05.	No Contractual Relationship Between Sub-Servicers and Trustee or Certificateholders	78
Section 3.06.	Assumption or Termination of Sub-Servicing Agreements by Trustee	78
Section 3.07.	Collection of Certain Mortgage Loan Payments	79
Section 3.08.	Sub-Servicing Accounts	80
Section 3.09.	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	80
Section 3.10.	Custodial Account	81
Section 3.11.	Permitted Withdrawals From the Custodial Account	82
Section 3.12.	Permitted Investments	83
Section 3.13.	Maintenance of Primary Hazard Insurance	84
Section 3.14.	Enforcement of Due-on-Sale Clauses; Assumption Agreements	86
Section 3.15.	Realization Upon Defaulted Mortgage Loans	87
Section 3.16.	Trustee to Cooperate; Release of Mortgage Files	88
Section 3.17.	Servicing Compensation	89
Section 3.18.	Maintenance of Certain Servicing Policies	90
Section 3.19.	Annual Statement as to Compliance	91

Section 3.20.	Assessments of Compliance and Attestation Reports.	91
Section 3.21.	Access to Certain Documentation.	93
Section 3.22.	Title, Conservation and Disposition of REO Property.	94
Section 3.23.	Additional Obligations of the Master Servicer.	96
Section 3.24.	Additional Obligations of the Depositor.	96
Section 3.25.	Exchange Act Reporting.	96
Section 3.26.	Intention of the Parties and Interpretation	99
Section 3.27.	Realization Upon Commercial or Mixed-Use Loans.	99
Section 3.28.	Title and Management of REO Properties Related to Commercial or Mixed-Use Loans.	101
Section 3.29.	Sale of Specially Serviced Mortgage Loans and Related REO Properties.	103
Section 3.30.	Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.	105
Section 3.31.	Inspections.	106
Section 3.32.	Available Information and Notices.	106

ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS

Section 4.01.	Distributions.	107
Section 4.02.	Statements to Certificateholders.	113
Section 4.03.	Remittance Reports; Advances by the Master Servicer.	114
Section 4.04.	Distributions on the REMIC Regular Interests.	118
Section 4.05.	Allocation of Realized Losses.	120
Section 4.06.	Information Reports to Be Filed by the Master Servicer.	122
Section 4.07.	Compliance with Withholding Requirements.	122
Section 4.08.	Net WAC Shortfall Reserve Fund.	122
Section 4.09.	Supplemental Interest Trust.	123
Section 4.10.	The Certificate Guaranty Insurance Policy.	125

ARTICLE V THE CERTIFICATES

Section 5.01.	The Certificates.	126
Section 5.02.	Registration of Transfer and Exchange of Certificates.	129
Section 5.03.	Mutilated, Destroyed, Lost or Stolen Certificates.	134
Section 5.04.	Persons Deemed Owners.	134
Section 5.05.	Rule 144A Information.	135

ARTICLE VI THE DEPOSITOR AND THE MASTER SERVICER

Section 6.01.	Liability of the Depositor and the Master Servicer.	135
Section 6.02.	Merger, Consolidation or Conversion of the Depositor or the Master Servicer.	135
Section 6.03.	Limitation on Liability of the Depositor, the Master Servicer and Others.	136
Section 6.04.	Limitation on Resignation of the Master Servicer.	137
Section 6.05.	Sale and Assignment of Master Servicing.	137

ARTICLE VII DEFAULT

Section 7.01.	Events of Default.	138
Section 7.02.	Trustee to Act; Appointment of Successor.	140
Section 7.03.	Notification to Certificateholders.	141
Section 7.04.	Waiver of Events of Default.	141
Section 7.05.	List of Certificateholders.	141

ARTICLE VIII
CONCERNING THE TRUSTEE

Section 8.01.	Duties of Trustee.	142
Section 8.02.	Certain Matters Affecting the Trustee.	143
Section 8.03.	Trustee Not Liable for Certificates or Mortgage Loans.	146
Section 8.04.	Trustee May Own Certificates.	146
Section 8.05.	Trustee’s Fees.	146
Section 8.06.	Eligibility Requirements for Trustee.	147
Section 8.07.	Resignation and Removal of the Trustee.	147
Section 8.08.	Successor Trustee.	148
Section 8.09.	Merger or Consolidation of Trustee.	149
Section 8.10.	Appointment of Co-Trustee or Separate Trustee.	149

ARTICLE IX TERMINATION

Section 9.01.	Termination Upon Repurchase or Liquidation of All Mortgage Loans or upon Purchase of Certificates.	151
Section 9.02.	Termination of REMIC 2.	153
Section 9.03.	Additional Termination Requirements.	153

ARTICLE X REMIC PROVISIONS

Section 10.01.	REMIC Administration.	154
Section 10.02.	Prohibited Transactions and Activities.	157
Section 10.03.	Master Servicer and Trustee Indemnification.	158

ARTICLE XI MISCELLANEOUS PROVISIONS

Section 11.01.	Amendment.	159
Section 11.02.	Recordation of Agreement; Counterparts.	161
Section 11.03.	Limitation on Rights of Certificateholders.	161
Section 11.04.	Governing Law.	162
Section 11.05.	Notices.	162
Section 11.06.	Severability of Provisions.	162
Section 11.07.	Successors and Assigns.	163
Section 11.08.	Article and Section Headings.	163
Section 11.09.	Notice to Rating Agencies.	163
Section 11.10.	Rights of the Certificate Insurer.	164
Section 11.11.	Third Party Rights.	164

Exhibit A	Form of Class A Certificate
Exhibit B-1	Form of Class M Certificate
Exhibit B-2	Form of Class C Certificate
Exhibit B-3	Form of Class P Certificate
Exhibit B-4	Form of Class R Certificate
Exhibit C	Form of Custodian Initial Certification
Exhibit D	Form of Custodian Final Certification
Exhibit E	Form of Remittance Report
Exhibit F-1	Request for Release
Exhibit F-2	Request for Release for Mortgage Loans Paid in Full
Exhibit G-1	Form of Investor Representation Letter
Exhibit G-2	Form of Transferor Representation Letter
Exhibit G-3	Form of Rule 144A Investment Representation
Exhibit G-4	Transferor Certificate for Transfers of Residual Certificates
Exhibit G-5	Transfer Affidavit and Agreement for Transfers of Residual Certificates
Exhibit H	Mortgage Loan Schedule
Exhibit I	Sponsor Representations and Warranties
Exhibit J	Form of Notice Under Section 3.24
Exhibit K	Impac Funding Corporation Servicing Guide
Exhibit L-1	Form 10-K Certification
Exhibit L-2	Form 10-K Back-up Certification (Master Servicer)
Exhibit L-3	Form 10-K Back-up Certification (Trustee)
Exhibit L-4	Form of Back-up Certification to Form 10-K Certificate
Exhibit M	Form of Swap Agreement
Exhibit N	Servicing Criteria to Be Addressed in Assessment of Compliance
Exhibit O	Form 10-D, Form 8-K And Form 10-K Reporting Responsibility

Designation	Uncertificated REMIC 1 Pass-Through Rate	Initial Uncertificated Balance	Latest Possible Maturity Date⁽¹⁾
A-I	Variable⁽²⁾	$
I-1-A	Variable⁽²⁾	$
I-1-B	Variable⁽²⁾	$
I-2-A	Variable⁽²⁾	$
I-2-B	Variable⁽²⁾	$
I-3-A	Variable⁽²⁾	$
I-3-B	Variable⁽²⁾	$
I-4-A	Variable⁽²⁾	$
I-4-B	Variable⁽²⁾	$
I-5-A	Variable⁽²⁾	$
I-5-B	Variable⁽²⁾	$
I-6-A	Variable⁽²⁾	$
I-6-B	Variable⁽²⁾	$
I-7-A	Variable⁽²⁾	$
I-7-B	Variable⁽²⁾	$
I-8-A	Variable⁽²⁾	$
I-8-B	Variable⁽²⁾	$
I-9-A	Variable⁽²⁾	$
I-9-B	Variable⁽²⁾	$
I-10-A	Variable⁽²⁾	$

Original Range ($)

Principal Balance

Number of Loans

% of Aggregate Original

Principal Balance

% of Aggregate Principal

Balance