IMPAC Secured Assets Corp. Mortgage Pass-Through Certificates, Series 2005-1 – ‘10-K’ for 12/31/05

On:  Friday, 3/31/06, at 2:31pm ET   ·   For:  12/31/05   ·   Accession #:  1056404-6-1684   ·   File #:  333-117991-03

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         16±    63K 

Document Table of Contents

           UNITED STATES
            SECURITIES AND EXCHANGE COMMISSION
            WASHINGTON, D.C. 20549

             FORM 10-K

(Mark one)                                                                  

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES         
EXCHANGE ACT OF 1934                                                
For the fiscal year ended December 31, 2005                         

OR                                                                  

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES     
EXCHANGE ACT OF 1934                                                

Commission File Number:  333-117991-03                              

IMPAC Secured Assets Corporation                                
Mortgage Pass-Through Certificates                              
Series 2005-1                                                   

(Exact name of registrant as specified in its charter)                

New York                                          54-2176762                
(State or other jurisdiction of                   54-2176763                
incorporation or organization)                    54-2176764                
                                        (I.R.S. Employer
                                           Identification No.)

c/o Wells Fargo Bank, N.A.                                                
9062 Old Annapolis Road                                                   
Columbia, MD                                21045                         
(Address of principal executive offices)    (Zip Code)                      

Registrant's telephone number, including area code: (410) 884-2000          

Securities registered pursuant to Section 12(b) of the Act:                 

NONE.                                                           

Securities registered pursuant to Section 12(g) of the Act:                 

NONE.                                                           

Indicate by check mark if the registrant is a well-known seasoned issuer,   
as defined in Rule 405 of the Securities Act.                               

Yes  ___     No  X                                              

Indicate by check mark if the registrant is not required to file reports    
pursuant to Section 13 or Section 15(d) of the Act.                         

Yes  ___     No  X                                              

Indicate by check mark whether the registrant (1) has filed all reports     
required to be filed by Section 13 or 15(d) of the Securities Exchange      
Act of 1934 during the preceding 12 months (or for such shorter period      
that the registrant was required to file such reports), and (2) has been    
subject to such filing requirements for the past 90 days.                   

Yes  X       No  ___                                            

Indicate by check mark if disclosure of delinquent filers pursuant to       
Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained      
herein, and will not be contained, to the best of registrant's knowledge,   
in definitive proxy or information statements incorporated by reference     
in Part III of this Form 10-K or any amendment to this Form 10-K.           

Not applicable.                                                 

Indicate by check mark whether the registrant is a large accelerated filer, 
an accelerated filer, or a non-accelerated filer. See Definition of         
"accelerated filer and large accelerated filer" in Rule 12b-2 of the        
Exchange Act. (Check One):                                                  

Large Accelerated Filer ___  Accelerated Filer ___  Non-Accelerated Filer X 

Indicate by check mark whether the registrant is a shell company (as        
defined in Rule 12b-2 of the Act).                                          

Yes  ___     No  X                                              

State the aggregate market value of the voting and non-voting common        
equity held by non-affiliates computed by reference to the price at which   
the common equity was last sold, or the average bid and asked price of      
such common equity, as of the last business day of the registrant's most    
recently completed second fiscal quarter.                                   

Not applicable.                                                 

Documents Incorporated by Reference                                   

List hereunder the following documents if incorporated by reference and     
the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the       
document is incorporated: (1)Any annual report to security holders; (2)     
Any proxy or information statement; and (3)Any prospectus filed pursuant    
to Rule 424(b) or (c) under the Securities Act of 1933. The listed          
documents should be clearly described for identification purposes (e.g.     
annual report to security holders for fiscal year ended December 24, 1980). 

Not applicable.                                                 

PART I    
Item 1.  Business.                                                          

Not applicable.                                         

Item 1A.  Risk Factors.                                                     

Not applicable.                                         

Item 1B.  Unresolved Staff Comments.                                        

Not applicable.                                         

Item 2.  Properties.                                                        

Not applicable.                                         

Item 3.  Legal Proceedings.                                                 

     The registrant knows of no material pending legal proceedings
   involving the trust created under the Pooling and Servicing
Agreement (the Trust), the Trustee, the Servicer or the 
registrant with respect to the Trust other than routine 
      litigation incidental to the duties of the respective parties.

Item 4.  Submission of Matters to a Vote of Security Holders.               

None.                                                   

PART II         

Item 5.  Market for Registrant's Common Equity, Related Stockholder         
Matters and Issuer Purchases of Equity Securities.        

         No established public trading market for the Certificates exists.

Records provided to the Trust by the DTC and the Trustee
          indicate that as of December 31, 2005, the total number of holders
of record for the Series of Certificates is 25.         

Item 6.  Selected Financial Data.                                           

Not applicable.                                         

Item 7.  Management's Discussion and Analysis of Financial Condition and    
Results of Operation.                                     

Not applicable.                                         

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.        

Not applicable.                                         

Item 8.  Financial Statements and Supplementary Data.                       

Not applicable.                                         

Item 9.  Changes in and Disagreements with Accountants on Accounting and    
Financial Disclosure.                                     

None.                                                   

Item 9A. Controls and Procedures.                                           
Not applicable.                                         

Item 9B. Other Information.                                                 

None.                                                   

PART III        

Item 10. Directors and Executive Officers of the Registrant.                

Not applicable.                                         

Item 11. Executive Compensation.                                            

Not applicable.                                         

Item 12. Security Ownership of Certain Beneficial Owners and Management     
and Related Stockholder Matters.                          

Not applicable.                                         

Item 13. Certain Relationships and Related Transactions.                    

Not applicable.                                         

Item 14. Principal Accounting Fees and Services.                            

Not applicable.                                         

PART IV         

Item 15. Exhibits, Financial Statement Schedules.                           

(a) Exhibits                                                              

(31.1) Rule 13a-14(a)/15d-14(a) Certification                         

(99.1) Annual Independent Accountants' Servicing Reports concerning   
servicing activities.                                   

                                                                      [Download Table]
                                              

                                              
a) Impac Funding Corporation, as Servicer <F1>

                                                                          
(99.2) Report of Management as to Compliance with Minimum Servicing   
Standards.                                              

                                                                      [Download Table]
                                              

                                              
a) Impac Funding Corporation, as Servicer <F1>

                                                                          
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements.                                             

                                                                      [Download Table]
                                              

                                              
a) Impac Funding Corporation, as Servicer <F1>

                                                                          
(99.4) Aggregate Statement of Principal and Interest Distributions to 
Certificate Holders.                                    

(b) Not applicable.                                                       

(c) Omitted.                                                              

<F1> Filed herewith.                                                        

SIGNATURES      

Pursuant to the requirements of Section 13 or 15(d) of the Securities       
Exchange Act of 1934, the registrant has duly caused this report to be      
signed on its behalf by the undersigned, thereunto duly authorized:         

IMPAC Secured Assets Corporation                                        
Mortgage Pass-Through Certificates                                      
Series 2005-1                                                           
(Registrant)                                                            

Signed: Impac Funding Corporation as Master Servicer                        

By:     Richard Johnson, Executive Vice President/CFO                       

By: /s/ Richard Johnson, Executive Vice President/CFO                       

Dated: March 30, 2006                                                       

Exhibit Index                                                               

Exhibit No.                                                                 

Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification                              

Re:    Impac Secured Assets Corp., Mortgage Pass-Through Certificates,      
Series 2005-1; Impac Secured Assets Corp., Mortgage ass-Through             
Certificates, Series 2005-2; Impac CMB Trust Series 2005-2,                 
Collateralized Asset-Backed Bonds, Series 2005-2; Impac CMB Trust Series    
2005-3, Collateralized Asset-Backed Bonds, Series 2005-3; Impac CMB         
Trust Series 2005-6, Collateralized Asset-Backed Bonds, Series 2005-6       

I, Richard Johnson, certify that:                                           

1. I have reviewed this annual report on Form 10-K, and all reports on      
Form 8-K containing distribution or servicing reports filed in        
respect of periods included in the year covered by this annual report,
of Impac Secured Assets Corp. and IMH Assets Corp.;                   

2. Based on my knowledge, the information in these reports, taken as a      
whole, does not contain any untrue statement of a material fact or    
omit to state a material fact necessary to make the statements made,  
in light of the circumstances under which such statements were made,  
not misleading as of the last day of the period covered by this       
annual report;                                                        

3. Based on my knowledge, the distribution or servicing information         
required to be provided to the trustee or indenture trustee by the    
servicer under the pooling and servicing agreement, servicing         
agreement, or similar agreement, for inclusion in these reports is    
included in these reports;                                            

4. I am responsible for reviewing the activities performed by the           
servicer under the pooling and servicing agreement, servicing         
agreement, or similar agreement and based upon my knowledge and the   
annual compliance review required under that agreement, and except as 
disclosed in the reports, the servicer has fulfilled its obligations  
under that agreement; and                                             

5. The reports disclose all significant deficiencies relating to the        
servicer's compliance with the minimum servicing standards based upon 
the report provided by an independent public accountant, after        
conducting a review in compliance with the Uniform Single Attestation 
Program for Mortgage Bankers or similar procedure, as set forth in    
the pooling and servicing agreement, servicing agreement, or similar  
agreement, that is included in these reports.                         

In giving the certifications above, I have reasonably relied on       
information provided to me by the unaffiliated parties listed on      
Exhibit A.                                                            

Exhibit A                                         

American Home Mortgage Corp., as a servicer                                     
Cendant Mortgage Corporation, as a servicer                                     
Cenlar FSB, as a servicer                                                       
Columbia Equities, Ltd., as a servicer                                          
Countrywide Home Loans Servicing LP, as a servicer                              
Decision One Mortgage, as a servicer                                            
GMAC Mortgage Corporation, as a servicer                                        
Harbourside Mortgage, as a servicer                                             
Homeq Servicing, LLC, as a servicer                                             
Lydian Private Bank d/b/a VirtualBank, as a servicer                            
Midland Loan Services, Inc., as a servicer                                      
The Mortgage Store Financial, Inc., as a servicer                               
Nation One Mortgage Company, Inc., as a servicer                                
NetBank, Inc., as a servicer                                                    
Ocwen Loan Servicing, LLC, as a servicer                                        
Paul Financial LLC, as a servicer                                               
Wendover Financial Services Corporation, as a servicer                          

Date: March 30, 2006                                                  

/s/ Richard Johnson                                                   
Signature                                                             

Executive Vice President/CFO                                          
Title                                                                 

EX-99.1                                                                     
Report of Independent Registered Public Accounting Firm                         

The Board of Directors                                                          
Impac Funding Corporation                                                       

We have examined Impac Funding Corporation's (a wholly-owned subsidiary of Impac
Mortgage Holdings, Inc., the "Master Servicer") compliance with the requirements
for Master Servicer detailed in Exhibit A - Master Servicing Requirements (the  
"Specified Requirements") to Management's Assertion on Master Servicing for the 
year ended December 31, 2005.  Management is responsible for compliance with    
these requirements. Our responsibility is to express an opinion on Impac        
Funding Corporation's compliance based on our examination.                      

Our examination was conducted in accordance with attestation standards          
established by the American Institute of Certified Public Accountants and,      
accordingly, included examining, on a test basis, evidence concerning Impac     
Funding Corporation's compliance with those requirements and performing such    
other procedures as we considered necessary in the circumstances.  We believe   
that our examination provides a reasonable basis for our opinion.               

Our examination does not provide a legal determination on Impac Funding         
Corporation's compliance with Specified Requirements.                           

Impac Funding Corporation uses sub-servicing organizations to perform certain of
the servicing obligations included in the Specified Requirements.  We did not   
examine the sub-servicers compliance with the Specified Requirements.  Our      
examination disclosed the following material noncompliance with the Specified   
Requirements applicable to Impac Funding Corporation during the year ended      
December 31, 2005.                                                              

* Three of the sub-servicers, Cendant Mortgage Corporation, Countrywide Home    
Loans and Option One Mortgage Corporation, are allowed 48 hours to deposit  
 payments into the protected accounts rather than 24 hours, as required in the
Pooling and Servicing Agreements ("PSAs").                                  

* The Master Servicer does not cause one of the sub-servicers, Option One       
Mortgage Corporation, to deny mortgage payment forbearance for more than six
 months or during the last twelve months of the mortgage note term as required
in the PSAs.                                                                

* The Uniform Single Attestation Program for Mortgage Bankers ("USAP") letters  
and sub-servicer officer's certification for three of the sub-servicers,    
American Home loans, Columbia Equities and Decision One, were not available.

* The Master Servicer does not cause the sub-servicers to provide an officer's  
  certificate regarding the liquidation of a mortgage loan to the trustee within
five business days after it is determined that all amounts expected to be   
recovered are actually recovered.  As a result, the Master Servicer and the 
Indenture Trustee agreed that a monthly summary report is more operationally
effective.                                                                  

(PAGE)                                                                          

* The Master Servicer did not make available a sub-servicing agreement between  
 the Master Servicer and two of the sub-servicers, Finance America and Encore,
as required by the PSAs.                                                    

* Fidelity bond and an errors and omission insurance policy was not available   
  for one of the sub-servicers, American Home Mortgage loans, as required by the
PSAs.                                                                       

In our opinion, except for the material noncompliance matters described above,  
Impac Funding Corporation complied, in all material respects, with the Specified
Requirements for the year ended December 31, 2005.                              

This report is intended solely for the information and use of Impac Funding     
Corporation, Deutsche Bank National Trust Company, Wells Fargo Bank, N.A. and   
Aurora Loan Services and is not intended to be and should not be used by anyone 
other than these specified parties.                                             

March 23, 2006                                                                  

/s/ Ernst & Young LLP                                                           

(PAGE)                                                                          

Exhibit A                                                                       
Master Servicing Requirements                                                   

1  The Master Servicer has entered into sub-servicing agreements with           
sub-servicer for the servicing and administration of the mortgage loans.  

2  The Master Servicer collects or causes to be collected, payments under the   
  terms of the mortgage note. The Master Servicer or related sub-servicer may:

a   Waive or permit to be waived, any late payment charge, prepayment penalty,  
assumption fee, or any penalty interest.                                
b   Suspend or reduce, or permit to be suspended or reduced, regular monthly    
 payments for a period of up to six-months, provided that monthly payments
may not be suspended during the twelve months prior to final maturity.  

3  The Master Servicer shall within five days of determining that all amounts   
   which it expects to recover from a mortgage loan have been recovered, provide
  to the Indenture Trustee a certificate of an Officer that such mortgage loan
has become a Liquidated mortgage loan.                                    

4  The Master Servicer shall establish a segregated account in the name of the  
Indenture Trustee into which payments collected on the mortgage notes are 
deposited within one business day.                                        

5  Each subservicer shall remit to the Master Servicer all scheduled or expected
  collections on the mortgage loans no later than the eighteenth (18th) day of
each month.                                                               

6  The Master Servicer may withdraw from the Collection Account amounts on      
deposit that are attributable to the mortgage loans for the following     
purposes:                                                                 

a   To deposit by the third business day prior to each payment date, the funds  
required to be distributed to the investors.                            
b   To pay to itself, or reimburse itself or any sub-servicer for any allowable 
advances or expenses.                                                   

7  The Master Servicer shall establish and maintain, or cause a sub-servicer to 
 establish and maintain, a servicing account held in trust for the Indenture
   Trustee, into which collections from mortgagors for the payment of the taxes,
assessments and insurance premiums shall be deposited.                    

8  Master Servicer shall maintain and keep, or cause each sub-servicer to       
maintain and keep, with respect to each mortgage loan, Hazard Insurance.  

(page)                                                                          

9  The Master Servicer shall obtain and maintain and shall cause each           
sub-servicer to obtain and maintain a fidelity bond and an errors and     
omissions insurance policy.                                               

10 The Master Servicer shall provide to the Indenture Trustee on an annual basis
an Officer's Certificate containing a Statement of Compliance with the    
applicable Servicing Agreement.                                           

11 The Master Servicer shall cause the sub-servicer to file reports on interest 
 received, foreclosures, abandonment and information related to cancellation
of indebtedness in accordance with applicable state and federal income tax
laws.                                                                     

12 On each payment date, the Master Servicer shall deliver to the Indenture     
Trustee, a Remittance Report, which shall include an Officer Certification
evidencing the amount of each realize loss, if any.                       

13 The Master Servicer shall advance and deposit in the custodial account, the  
shortfall between any mortgage payment that was due and is delinquent, and
 the scheduled mortgage payment expected to be collected from the mortgagor.

14 The Master Servicer deposits in the Collection Account an amount equal to the
compensating interest.                                                    

15 The Master Servicer shall obtain from the sub-servicer:                      

a   An annual statement of compliance (certification) stipulating that such     
  sub-servicer has performed and fulfilled its duties, responsibilities, and
   obligations under the pooling and servicing agreement and its sub-servicing
agreement.                                                              
b   An independent certified public accountant's attestation report on whether  
such sub-servicer has complied with the minimum servicing standards set 
    forth in the Uniform Single Attestation Program for Mortgage Bankers (USAP).

EX-99.2                                                                     
MANAGEMENT ASSERTION ON MASTER SERVICING                                        

As of and for the year ended December 31, 2005, Impac Funding Corporation has   
complied in all material respects with the requirements for Master Servicer as  
detailed in Exhibit A - Master Servicing Requirements relating to the           
securitizations listed in Exhibit B - List of Securities to this letter, except 
for the areas as detailed in this assertion.                                    

The following is a listing of the specific requirements, as detailed in Exhibit 
A, that the Master Servicer was not in compliance with as of and for the year   
ended December 31, 2005.                                                        

1. The Master Servicer has entered into sub-servicing agreements with           
sub-servicer for the servicing and administration of the mortgage loans.        

* The Master Servicer did not make available sub-servicing agreement between the
Master Servicer and two of the sub-servicers, Finance America and Encore, as
required by the PSAs.                                                       

2. The Master Servicer collects or causes to be collected, payments under the   
terms of the mortgage note. The Master Servicer or related sub-servicer may:    
b. Suspend or reduce, or permit to be suspended or reduced, regular monthly     
payments for a period of up to six-months, provided that monthly payments may   
not be suspended during the twelve months prior to final maturity.              

* The Master Servicer does not cause one of the sub-servicers, Option One       
Mortgage Corporation, to deny mortgage payment forbearance for more than six
 months or during the last twelve months of the mortgage note term as required
in the PSAs. Option One sub-services 18 loans that are in IMPAC CMB 2003-10,
representing less than 1% of the Security Balance as of December 31, 2005.  

3. The Master Servicer shall within five days of determining that all amounts   
which it expects to recover from a mortgage loan have been recovered, provide to
the Indenture Trustee a certificate of an Officer that such mortgage loan has   
become a Liquidated mortgage loan.                                              

* The Master Servicer does not cause the sub-servicers to provide an officer's  
  certificate regarding the liquidation of a mortgage loan to the trustee within
five business days after it is determined that all amounts expected to be   
recovered are actually recovered; As a result, the Master Servicer and the  
Indenture Trustee agreed that a monthly summary report is more operationally
effective.                                                                  

(page)                                                                          

4. The Master Servicer shall establish a segregated account in the name of the  
Indenture Trustee into which payments collected on the mortgage notes are       
deposited within one business day.                                              

* Three of the sub-servicers, Cendant Mortgage Corporation, Countrywide Home    
Loans and Option One Mortgage Corporation, are allowed 48 hours to deposit  
 payments into the protected accounts rather than 24 hours, as required in the
PSAs.                                                                       

9. The Master Servicer shall obtain and maintain and shall cause each           
sub-servicer to obtain and maintain a fidelity bond and an errors and omissions 
insurance policy.                                                               

* Fidelity bond and an Errors and omission insurance policy was not available   
 for one of the sub-servicer, American Home Mortgage, as required by the PSAs.

15. The Master Servicer shall obtain from the sub-servicer:                     

b. An independent certified public accountant's attestation report on whether   
such sub-servicer has complied with the minimum servicing standards set forth in
the Uniform Single Attestation Program for Mortgage Bankers (USAP).             

* The Uniform Single Attestation Program for Mortgage Bankers ("USAP") letters  
and sub-servicer officer's certification for three of the sub-servicers,    
 American Home loans, Columbia Equities, and Decision One, were not available.

(page)                                                                          

IMPAC FUNDING CORPORATION                                                       

March 23, 2006                                                                  

/s/ Joe Tomkinson                                                               
Joe Tomkinson                                                                   
Chief Executive Officer                                                         

/s/ Richard Johnson                                                             
Richard Johnson                                                                 
Chief Financial Officer                                                         

/s/ Mohammad Younus                                                             
Mohammad Younus                                                                 
Senior Vice President Default Management                                        

/s/ Mario R. Fegan                                                              
Mario R. Fegan                                                                  
Vice President Master Servicing                                                 

(page)                                                                          

Exhibit A                                                                       
Master Servicing Requirements                                                   

1  The Master Servicer has entered into sub-servicing agreements with           
sub-servicer for the servicing and administration of the mortgage loans.  

2  The Master Servicer collects or causes to be collected, payments under the   
  terms of the mortgage note. The Master Servicer or related sub-servicer may:

a   Waive or permit to be waived, any late payment charge, prepayment penalty,  
assumption fee, or any penalty interest.                                
b   Suspend or reduce, or permit to be suspended or reduced, regular monthly    
 payments for a period of up to six-months, provided that monthly payments
may not be suspended during the twelve months prior to final maturity.  

3  The Master Servicer shall within five days of determining that all amounts   
   which it expects to recover from a mortgage loan have been recovered, provide
  to the Indenture Trustee a certificate of an Officer that such mortgage loan
has become a Liquidated mortgage loan.                                    

4  The Master Servicer shall establish a segregated account in the name of the  
Indenture Trustee into which payments collected on the mortgage notes are 
deposited within one business day.                                        

5  Each subservicer shall remit to the Master Servicer all scheduled or expected
  collections on the mortgage loans no later than the eighteenth (18th) day of
each month.                                                               

6  The Master Servicer may withdraw from the Collection Account amounts on      
deposit that are attributable to the mortgage loans for the following     
purposes:                                                                 

a   To deposit by the third business day prior to each payment date, the funds  
required to be distributed to the investors.                            
b   To pay to itself, or reimburse itself or any sub-servicer for any allowable 
advances or expenses.                                                   

7  The Master Servicer shall establish and maintain, or cause a sub-servicer to 
 establish and maintain, a servicing account held in trust for the Indenture
   Trustee, into which collections from mortgagors for the payment of the taxes,
assessments and insurance premiums shall be deposited.                    

8  Master Servicer shall maintain and keep, or cause each sub-servicer to       
maintain and keep, with respect to each mortgage loan, Hazard Insurance.  

(page)                                                                          

9  The Master Servicer shall obtain and maintain and shall cause each           
sub-servicer to obtain and maintain a fidelity bond and an errors and     
omissions insurance policy.                                               

10 The Master Servicer shall provide to the Indenture Trustee on an annual basis
an Officer's Certificate containing a Statement of Compliance with the    
applicable Servicing Agreement.                                           

11 The Master Servicer shall cause the sub-servicer to file reports on interest 
 received, foreclosures, abandonment and information related to cancellation
of indebtedness in accordance with applicable state and federal income tax
laws.                                                                     

12 On each payment date, the Master Servicer shall deliver to the Indenture     
Trustee, a Remittance Report, which shall include an Officer Certification
evidencing the amount of each realize loss, if any.                       

13 The Master Servicer shall advance and deposit in the custodial account, the  
shortfall between any mortgage payment that was due and is delinquent, and
 the scheduled mortgage payment expected to be collected from the mortgagor.

14 The Master Servicer deposits in the Collection Account an amount equal to the
compensating interest.                                                    

15 The Master Servicer shall obtain from the sub-servicer:                      

a   An annual statement of compliance (certification) stipulating that such     
  sub-servicer has performed and fulfilled its duties, responsibilities, and
   obligations under the pooling and servicing agreement and its sub-servicing
agreement.                                                              
b   An independent certified public accountant's attestation report on whether  
such sub-servicer has complied with the minimum servicing standards set 
    forth in the Uniform Single Attestation Program for Mortgage Bankers (USAP).

(page)                                                                          

Exhibit B                                                                       
List of Securities                                                              

IMPAC CMB 2002-4                                                                
IMPAC CMB 2002-6                                                                
IMPAC CMB 2002-8                                                                
IMPAC CMB 2002-9                                                                
IMPAC CMB 2003-1                                                                
IMPAC CMB 2003-2                                                                
IMPAC CMB 2003-3                                                                
IMPAC CMB 2003-4                                                                
IMPAC CMB 2003-5                                                                
IMPAC CMB 2003-6                                                                
IMPAC CMB 2003-7                                                                
IMPAC CMB 2003-8                                                                
IMPAC CMB 2003-9                                                                
IMPAC CMB 2003-10                                                               
IMPAC CMB 2003-11                                                               
IMPAC CMB 2003-12                                                               
IMPAC CMB 2004-1                                                                
IMPAC CMB 2004-2                                                                
IMPAC CMB 2004-3                                                                
IMPAC CMB 2004-4                                                                
IMPAC CMB 2004-5                                                                
IMPAC CMB 2004-6                                                                
IMPAC CMB 2004-7                                                                
IMPAC CMB 2004-8                                                                
IMPAC CMB 2004-9                                                                
IMPAC CMB 2004-10                                                               
IMPAC CMB 2004-11                                                               
IMPAC CMB 2005-1                                                                
IMPAC CMB 2005-2                                                                
IMPAC CMB 2005-3                                                                
IMPAC CMB 2005-4                                                                
IMPAC CMB 2005-5                                                                
IMPAC CMB 2005-6                                                                
IMPAC CMB 2005-7                                                                
IMPAC CMB 2005-8                                                                
IMPAC SAC 1998-F1                                                               
IMPAC SAC 1998-S3                                                               
IMPAC SAC 2000-3                                                                
IMPAC SAC 2001-2                                                                
IMPAC SAC 2001-3                                                                
IMPAC SAC 2001-4                                                                
IMPAC SAC 2001-5                                                                
IMPAC SAC 2001-6                                                                

(page)                                                                          

IMPAC SAC 2001-7                                                                
IMPAC SAC 2001-8                                                                
IMPAC SAC 2002-1                                                                
IMPAC SAC 2002-2                                                                
IMPAC SAC 2002-3                                                                
IMPAC SAC 2003-1                                                                
IMPAC SAC 2003-2                                                                
IMPAC SAC 2003-3                                                                
IMPAC SAC 2004-1                                                                
IMPAC SAC 2004-2                                                                
IMPAC SAC 2004-3                                                                
IMPAC SAC 2004-4                                                                
IMPAC SAC 2005-1                                                                
IMPAC SAC 2005-2                                                                
LEHMAN BROTHERS BANK 9/1/1999                                                   
PFCA HM EQTY INVMT TR 2002-IFC1                                                 
PFCA HM EQTY INVMT TR 2002-IFC2                                                 
PFCA HM EQTY INVMT TR 2003-IFC3                                                 
PFCA HM EQTY INVMT TR 2003-IFC4                                                 
PFCA HM EQTY INVMT TR 2003-IFC5                                                 
PFCA HM EQTY INVMT TR 2003-IFC6                                                 
MALT 2005-6                                                                     
SOUNDVIEW 2003-2                                                                
WELLS FARGO WHOLE LOAN                                                          

EX-99.3                                                                     
OFFICER'S CERTIFICATE                                                           

I, Mario R. Fegan, Jr., hereby certify that I am the Vice President, Master     
Servicing, of Impac Funding Corporation. I further certify, with respect to each
Pooling and Servicing Agreement or Servicing Agreement, as applicable, related  
to each transaction listed on Schedule I attached hereto (each, an "Agreement"),
as Master Servicer, the following:                                              

1. I have reviewed the activities of the Master Servicer during the preceding   
calendar year and of its performance under the Agreement;                 

2. To the best of my knowledge, based on such review, the Master Servicer has   
fulfilled all its obligations under the Agreement for such year;          

3. I have reviewed the activities of each Subservicer during the Subservicer's  
most recently ended fiscal year on or prior to December 31, 2005 and its  
performance under its Subservicing Agreement; and                         

4. To the best of my knowledge, based on my review and the certification of an  
   officer of each Subservicer, each Subservicer has performed and fulfilled its
duties, responsibilities and obligations under the Agreement and its      
Subservicing Agreement in all material respects throughout the year, or if
there has been a default in performance or fulfillment of any such duties,
 responsibilities or obligations, the nature and status of each such default
is attached hereto on Schedule II.                                        

Date: 3/17/06                                                                   

IMPAC FUNDING CORPORATION,                                                      
as Master Servicer                                                              

By: /s/ Mario R. Fegan, Jr.                                                     
Name: Mario R. Fegan, Jr.                                                       
Title: Vice President, Master Servicing                                         

(page)                                                                          

SCHEDULE I                                                                      

Securitizations                                                                 
IMPAC CMB TRUST - Series 2004-2                                                 
IMPAC CMB TRUST - Series 2004-6                                                 
IMPAC CMB TRUST - Series 2004-9                                                 
IMPAC CMB TRUST - Series 2004-11                                                
IMPAC CMB TRUST - Series 2005-2                                                 
IMPAC CMB TRUST - Series 2005-3                                                 
IMPAC CMB TRUST - Series 2005-6                                                 
IMPAC SECURED ASSET CORP - Series 2001-S2                                       
IMPAC SECURED ASSET CORP - Series 2004-3                                        
IMPAC SECURED ASSET CORP - Series 2004-4                                        
IMPAC SECURED ASSET CORP - Series 2005-1                                        
IMPAC SECURED ASSET CORP - Series 2005-2                                        
MALT 2005-6                                                                     

(page)                                                                          

SCHEDULE II                                                                     

[None]                                                                          

Ex-99.4                                                                     

Schedule of Year-To-Date Principal and Interest Distributions to          
Certificateholders                                                        

                                                                   [Download Table]
                                                          

Class      Interest      Principal  Losses  Ending Balance
                                                          
1A1      515,368.25   3,434,450.75    0.00   21,765,549.25
1AX      168,079.98           0.00    0.00   21,765,549.25
2A1      436,879.68   4,642,422.23    0.00   13,493,577.77
3A1    1,538,730.13   1,997,426.22    0.00   60,838,573.78
3AX      142,369.51           0.00    0.00   60,838,573.78
4A1      294,977.73     766,867.14    0.00   11,155,132.85
5A1      922,788.79   8,155,435.02    0.00   36,844,564.98
5A2    2,018,738.39  53,635,577.62    0.00   62,083,422.37
5A3    3,536,520.62           0.00    0.00  160,394,000.00
5A4      448,405.74           0.00    0.00   19,837,000.00
5A5      792,638.81   6,865,788.91    0.00   31,018,211.11
5A6    1,009,348.62   9,061,594.47    0.00   40,938,405.54
5A7      261,534.82   2,265,398.61    0.00   10,234,601.38
5AX    3,626,159.90           0.00    0.00  361,350,205.37
B1       868,354.79      11,658.12    0.00   30,733,341.89
B2       393,887.66       5,288.15    0.00   13,940,711.86
B3       250,663.49       3,365.29    0.00    8,871,634.71
B4       250,635.24       3,364.91    0.00    8,870,635.09
B5       196,943.82       2,644.07    0.00    6,970,355.93
B6       143,257.26       1,923.31    0.00    5,070,247.90
R1             0.36         100.00    0.00            0.00
R2             0.36         100.00    0.00            0.00
R3             0.36         100.00    0.00            0.00
                                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing		Date		Other Filings
Filed on:		3/31/06		None on these Dates
		3/30/06
		3/23/06
For Period End:		12/31/05
				List all Filings