EXHIBIT 4.1

<PAGE>

                         IMPAC CMB TRUST SERIES 2002-9F

                                     Issuer

                                       and


                      DEUTSCHE BANK NATIONAL TRUST COMPANY

                                Indenture Trustee


                  ____________________________________________


                                    INDENTURE

                          Dated as of December 27, 2002

                  ____________________________________________



                        COLLATERALIZED ASSET-BACKED BONDS



                               ___________________



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<TABLE>
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                                TABLE OF CONTENTS


                                    ARTICLE I

                                   Definitions

<S>                    <C>                                                                                      <C>
   Section 1.01        Definitions................................................................................2
   Section 1.02        Incorporation by Reference of Trust Indenture Act..........................................2
   Section 1.03        Rules of Construction......................................................................2

                                   ARTICLE II

                           Original Issuance of Bonds

   Section 2.01        Form.......................................................................................4
   Section 2.02        Execution, Authentication and Delivery.....................................................4
   Section 2.03        Acceptance of Mortgage Loans by Indenture Trustee..........................................5
   Section 2.04        Acceptance of the Special Certificate Cap Contract by Indenture Trustee....................6

                                   ARTICLE III

                                    Covenants

   Section 3.01        Collection of Payments with respect to the Mortgage Loans..................................7
   Section 3.02        Maintenance of Office or Agency............................................................7
   Section 3.03        Money for Payments To Be Held in Trust; Paying Agent.......................................7
   Section 3.04        Existence..................................................................................8
   Section 3.05        Payment of Principal and Interest..........................................................9
   Section 3.06        Protection of Trust Estate................................................................11
   Section 3.07        Opinions as to Trust Estate...............................................................12
   Section 3.08        Performance of Obligations................................................................12
   Section 3.09        Negative Covenants........................................................................13
   Section 3.10        Annual Statement as to Compliance.........................................................13
   Section 3.11        Representations and Warranties Concerning the Mortgage Loans..............................14
   Section 3.12        Amendments to Servicing Agreement.........................................................14
   Section 3.13        Master Servicer as Agent and Bailee of the Indenture Trustee..............................14
   Section 3.14        Investment Company Act....................................................................14
   Section 3.15        Issuer May Consolidate, etc...............................................................14
   Section 3.16        Successor or Transferee...................................................................16
   Section 3.17        No Other Business.........................................................................16
   Section 3.18        No Borrowing..............................................................................17
   Section 3.19        Guarantees, Loans, Advances and Other Liabilities.........................................17
   Section 3.20        Capital Expenditures......................................................................17
   Section 3.21        Restricted Payments.......................................................................17
   Section 3.22        Notice of Events of Default...............................................................17
   Section 3.23        Further Instruments and Acts..............................................................17
   Section 3.24        Statements to Bondholders.................................................................17



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   Section 3.25        Certain Representations Regarding the Trust Estate........................................17
   Section 3.26        [Reserved]................................................................................19
   Section 3.27        [Reserved]................................................................................19
   Section 3.28        Seller Guarantee; Payments Under the Seller Guarantee.....................................19
   Section 3.29        Allocation of Realized Losses.............................................................19

                                   ARTICLE IV

               The Bonds; Satisfaction and Discharge of Indenture

   Section 4.01        The Bonds.................................................................................20
   Section 4.02        Registration  of and  Limitations  on Transfer  and Exchange of Bonds;  Appointment  of Bond
   Registrar and Certificate Registrar...........................................................................20
   Section 4.03        Mutilated, Destroyed, Lost or Stolen Bonds................................................21
   Section 4.04        Persons Deemed Owners.....................................................................22
   Section 4.05        Cancellation..............................................................................22
   Section 4.06        Book-Entry Bonds..........................................................................22
   Section 4.07        Notices to Depository.....................................................................23
   Section 4.08        Definitive Bonds..........................................................................23
   Section 4.09        Tax Treatment.............................................................................24
   Section 4.10        Satisfaction and Discharge of Indenture...................................................24
   Section 4.11        Application of Trust Money................................................................25
   Section 4.12        [Reserved]................................................................................25
   Section 4.13        Repayment of Monies Held by Paying Agent..................................................25
   Section 4.14        Temporary Bonds...........................................................................25
   Section 4.15        Representation Regarding ERISA............................................................26

                                    ARTICLE V

                              Default and Remedies

   Section 5.01        Events of Default.........................................................................27
   Section 5.02        Acceleration of Maturity; Rescission and Annulment........................................27
   Section 5.03        Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.................28
   Section 5.04        Remedies; Priorities......................................................................30
   Section 5.05        Optional Preservation of the Trust Estate.................................................31
   Section 5.06        Limitation of Suits.......................................................................32
   Section 5.07        Unconditional Rights of Bondholders To Receive Principal and Interest.....................32
   Section 5.08        Restoration of Rights and Remedies........................................................33
   Section 5.09        Rights and Remedies Cumulative............................................................33
   Section 5.10        Delay or Omission Not a Waiver............................................................33
   Section 5.11        Control by Bondholders....................................................................33
   Section 5.12        Waiver of Past Defaults...................................................................34
   Section 5.13        Undertaking for Costs.....................................................................34
   Section 5.14        Waiver of Stay or Extension Laws..........................................................34
   Section 5.15        Sale of Trust Estate......................................................................34
   Section 5.16        Action on Bonds...........................................................................36

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   Section 5.17        Performance and Enforcement of Certain Obligations........................................36

                                   ARTICLE VI

                              The Indenture Trustee

   Section 6.01        Duties of Indenture Trustee...............................................................38
   Section 6.02        Rights of Indenture Trustee...............................................................39
   Section 6.03        Individual Rights of Indenture Trustee....................................................39
   Section 6.04        Indenture Trustee's Disclaimer............................................................40
   Section 6.05        Notice of Event of Default................................................................40
   Section 6.06        Reports by Indenture Trustee to Holders and Tax Administration............................40
   Section 6.07        Compensation and Indemnity................................................................40
   Section 6.08        Replacement of Indenture Trustee..........................................................41
   Section 6.09        Successor Indenture Trustee by Merger.....................................................42
   Section 6.10        Appointment of Co-Indenture Trustee or Separate Indenture Trustee.........................42
   Section 6.11        Eligibility; Disqualification.............................................................43
   Section 6.12        Preferential Collection of Claims Against Issuer..........................................43
   Section 6.13        Representations and Warranties............................................................43
   Section 6.14        Directions to Indenture Trustee...........................................................44
   Section 6.15        The Agents................................................................................44

                                   ARTICLE VII

                         Bondholders' Lists and Reports

   Section 7.01        Issuer To Furnish Indenture Trustee Names and Addresses of Bondholders....................45
   Section 7.02        Preservation of Information; Communications to Bondholders................................45
   Section 7.03        Reports of Issuer.........................................................................45
   Section 7.04        Reports by Indenture Trustee..............................................................46
   Section 7.05        Statements to Bondholders.................................................................46

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

   Section 8.01        Collection of Money.......................................................................49
   Section 8.02        Trust Accounts............................................................................49
   Section 8.03        Officer's Certificate.....................................................................49
   Section 8.04        Termination Upon Distribution to Bondholders..............................................50
   Section 8.05        Release of Trust Estate...................................................................50
   Section 8.06        Surrender of Bonds Upon Final Payment.....................................................50
   Section 8.07        Optional Redemption of the Bonds..........................................................50

                                   ARTICLE IX

                             Supplemental Indentures

                                      -iii-
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   Section 9.01        Supplemental Indentures Without Consent of Bondholders....................................52
   Section 9.02        Supplemental Indentures With Consent of Bondholders.......................................53
   Section 9.03        Execution of Supplemental Indentures......................................................54
   Section 9.04        Effect of Supplemental Indenture..........................................................55
   Section 9.05        Conformity with Trust Indenture Act.......................................................55
   Section 9.06        Reference in Bonds to Supplemental Indentures.............................................55

                                    ARTICLE X

                                  Miscellaneous

   Section 10.01       Compliance Certificates and Opinions, etc.................................................56
   Section 10.02       Form of Documents Delivered to Indenture Trustee..........................................57
   Section 10.03       Acts of Bondholders.......................................................................58
   Section 10.04       Notices etc., to Indenture Trustee, Issuer and Rating Agencies............................58
   Section 10.05       Notices to Bondholders; Waiver............................................................59
   Section 10.06       Conflict with Trust Indenture Act.........................................................60
   Section 10.07       Effect of Headings........................................................................60
   Section 10.08       Successors and Assigns....................................................................60
   Section 10.09       Separability..............................................................................60
   Section 10.10       [Reserved]................................................................................60
   Section 10.11       Legal Holidays............................................................................60
   Section 10.12       GOVERNING LAW.............................................................................60
   Section 10.13       Counterparts..............................................................................60
   Section 10.14       Recording of Indenture....................................................................60
   Section 10.15       Issuer Obligation.........................................................................61
   Section 10.16       No Petition...............................................................................61
   Section 10.17       Inspection................................................................................61
</TABLE>

EXHIBITS

Exhibit A-1      --  Form of Class A Bonds
Exhibit A-2      --  Form of Class M Bonds

Exhibit A-3      --  Form of Class B Bonds
Exhibit B        --  Mortgage Loan Schedule
Exhibit C        --  Form of Initial Certification
Exhibit D        --  Form of Final Certification
Exhibit E        --  Seller Guarantee
Exhibit F        --  Special Certificate Cap Contract

Appendix A       --  Definitions




                                      -iv-
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2


                  This Indenture, dated as of December 27, 2002, is entered into
between Impac CMB Trust Series 2002-9F, a Delaware statutory trust, as Issuer
(the "Issuer"), and Deutsche Bank National Trust Company, a national banking
association, as Indenture Trustee (the "Indenture Trustee").

                                WITNESSETH THAT:

                  Each party hereto agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of the Issuer's
Collateralized Asset-Backed Bonds, Series 2002-9F (the "Bonds").

                                 GRANTING CLAUSE

                  The Issuer hereby Grants to the Indenture Trustee at the
Closing Date, as trustee for the benefit of the Holders of the Bonds, all of the
Issuer's right, title and interest in and to whether now existing or hereafter
created by (a) the Mortgage Loans, Eligible Substitute Mortgage Loans and the
proceeds thereof and all rights under the Related Documents; (b) all funds on
deposit from time to time in the Collection Account allocable to the Mortgage
Loans excluding any investment income from such funds; (c) all funds on deposit
from time to time in the Payment Account and in all proceeds thereof, (d) all
rights under (i) the Mortgage Loan Sale and Contribution Agreement as assigned
to the Issuer, (ii) the Servicing Agreement and any Subservicing Agreements,
(iii) any title, hazard and primary insurance policies with respect to the
Mortgaged Properties, (iv) the rights with respect to the Special Certificate
Cap Contract as assigned to the Issuer; and (v) the Seller Guarantee; and (e)
all present and future claims, demands, causes and choses in action in respect
of any or all of the foregoing and all payments on or under, and all proceeds of
every kind and nature whatsoever in respect of, any or all of the foregoing and
all payments on or under, and all proceeds of every kind and nature whatsoever
in the conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, checks, deposit accounts, rights to payment of any and every kind,
and other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing (collectively, the "Trust Estate" or the "Collateral").

                  The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Bonds, equally and ratably without prejudice, priority or distinction, and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture.

                  The Indenture Trustee, as trustee on behalf of the Holders of
the Bonds, acknowledges such Grant, accepts the trust under this Indenture in
accordance with the provisions hereof and agrees to perform its duties as
Indenture Trustee as required herein.



<PAGE>


61



                                   ARTICLE I

                                   DEFINITIONS

         Section 1.01 DEFINITIONS. For all purposes of this Indenture, except as
otherwise expressly provided herein or unless the context otherwise requires,
capitalized terms not otherwise defined herein shall have the meanings assigned
to such terms in the Definitions attached hereto as Appendix A which is
incorporated by reference herein. All other capitalized terms used herein shall
have the meanings specified herein.

         Section 1.02 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the Trust Indenture Act (the
"TIA"), the provision is incorporated by reference in and made a part of this
Indenture. The following TIA terms used in this Indenture have the following
meanings:

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Bonds.

         "indenture security holder" means a Bondholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the Indenture
Trustee.

         "obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

         All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rules and
have the meanings assigned to them by such definitions.

         Section 1.03 RULES OF CONSTRUCTION. Unless the context otherwise
requires:

                  (i) a term has the meaning assigned to it;

                  (ii) an accounting term not otherwise defined has the meaning
         assigned to it in accordance with generally accepted accounting
         principles as in effect from time to time;

                  (iii) "or" is not exclusive;

                  (iv) "including" means including without limitation;

                  (v) words in the singular include the plural and words in the
         plural include the singular; and

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                  (vi) any agreement, instrument or statute defined or referred
         to herein or in any instrument or certificate delivered in connection
         herewith means such agreement, instrument or statute as from time to
         time amended, modified or supplemented and includes (in the case of
         agreements or instruments) references to all attachments thereto and
         instruments incorporated therein; references to a Person are also to
         its permitted successors and assigns.


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                                   ARTICLE II

                           ORIGINAL ISSUANCE OF BONDS

         Section 2.01 FORM. The Class A Bonds, Class M Bonds and Class B Bonds,
together with the Indenture Trustee's certificate of authentication, shall be in
substantially the form set forth in Exhibits A-1, A-2 and A-3 to this Indenture,
respectively, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture.

         The Bonds shall be typewritten, printed, lithographed or engraved or
produced by any combination of these methods (with or without steel engraved
borders).

         The terms of the Bonds set forth in Exhibits A-1, A-2 and A-3 to this
Indenture are part of the terms of this Indenture.

         Section 2.02 EXECUTION, AUTHENTICATION AND DELIVERY. The Bonds shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Bonds may be manual or
facsimile.

         Bonds bearing the manual or facsimile signature of individuals who were
at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Bonds or did not hold
such offices at the date of such Bonds.

         The Indenture Trustee shall upon Issuer Request authenticate and
deliver the Class A-1, Class M-1, Class M-2 and Class B Bonds for original issue
in an aggregate initial principal amount of $199,003,831. The Class A-1 Bonds
shall be issued in an aggregate initial principal amount of $174,503,831, the
Class M-1 Bonds shall be issued in an aggregate initial principal amount of
$9,500,000, the Class M-2 Bonds shall be issued in an aggregate initial
principal amount of $8,000,000 and the Class B Bonds shall be issued in an
aggregate initial principal amount of $7,000,000. The Class A-IO Bonds shall be
issued in an aggregate initial notional amount of $25,000,000.

         Each of the Bonds shall be dated the date of its authentication. The
Bonds shall be issuable as registered Bonds and the Bonds shall be issuable in
the minimum initial Bond Principal Balances or Notional Amounts of $25,000 and
in integral multiples of $1 in excess thereof.

         No Bond shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Bond a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Bond shall be conclusive
evidence, and the only evidence, that such Bond has been duly authenticated and
delivered hereunder.

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         Section 2.03 ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a) The
Indenture Trustee acknowledges receipt of, subject to the exceptions it notes
pursuant to the procedures described below, the documents (or certified copies
thereof) referred to in Section 2.1(b) of the Mortgage Loan Sale and
Contribution Agreement, and declares that it holds and will continue to hold
those documents and any amendments, replacements or supplements thereto and all
other assets of the Trust Estate as Indenture Trustee in trust for the use and
benefit of all present and future Holders of the Bonds. No later than 45 days
after the Closing Date (or, with respect to any Eligible Substitute Mortgage
Loan, within 5 days after the receipt by the Indenture Trustee thereof and, with
respect to any documents received beyond 45 days after the Closing Date,
promptly thereafter), the Indenture Trustee agrees, for the benefit of the
Bondholders, to review each Mortgage File delivered to it and to execute and
deliver, or cause to be executed and delivered, to the Seller and the Master
Servicer an Initial Certification in the form annexed hereto as Exhibit C. In
conducting such review, the Indenture Trustee will ascertain whether all
required documents described in Section 2.1(b) of the Mortgage Loan Sale and
Contribution Agreement have been executed and received and whether those
documents relate, determined on the basis of the Mortgagor name, original
principal balance and loan number, to the Mortgage Loans it has received, as
identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER,
that with respect to those documents described in subclause (b)(vii) of such
section, the Indenture Trustee's obligations shall extend only to documents
actually delivered pursuant to such subclause). In performing any such review,
the Indenture Trustee may conclusively rely on the purported due execution and
genuineness of any such document and on the purported genuineness of any
signature thereon. If the Indenture Trustee finds any document constituting part
of the Mortgage File not to have been executed or received, or to be unrelated
to the Mortgage Loans identified in Exhibit B to this Indenture or to appear to
be defective on its face, the Indenture Trustee shall promptly notify the Seller
of such finding and the Seller's obligation to cure such defect or repurchase or
substitute for the related Mortgage Loan. To the extent the Indenture Trustee
has not received a Mortgage File by the Closing Date, the Indenture Trustee
shall not require the deposit of cash into the Payment Account or any other
account to cover the amount of that Mortgage Loan and shall solely treat such
Mortgage Loan as if it were in breach of a representation or warranty; provided
that the aggregate Stated Principal Balance of such Mortgage Loans does not
exceed 1% of the Cut-off Date Balance.

        (b) No later than 180 days after the Closing Date, the Indenture Trustee
will review, for the benefit of the Bondholders, the Mortgage Files and will
execute and deliver or cause to be executed and delivered to the Seller, a Final
Certification in the form annexed hereto as Exhibit D. In conducting such
review, the Indenture Trustee will ascertain whether an original of each
document described in subclauses (b)(ii)-(iv) of Section 2.1 of the Mortgage
Loan Sale and Contribution Agreement required to be recorded has been returned
from the recording office with evidence of recording thereon or a certified copy
has been obtained from the recording office. If the Indenture Trustee finds any
document constituting part of the Mortgage File has not been received, or to be
unrelated, determined on the basis of the Mortgagor name, original principal
balance and loan number, to the Mortgage Loans identified in Exhibit B to this
Indenture or to appear defective on its face, the Indenture Trustee shall
promptly notify the Seller.

         (c) Upon deposit of the Repurchase Price in the Payment Account, the
Indenture Trustee shall release to the Seller the related Mortgage File and
shall execute and deliver all

                                       5
<PAGE>

instruments of transfer or assignment, without recourse, furnished to it by the
Seller as are necessary to vest in the Seller title to and rights under the
related Mortgage Loan. Such purchase shall be deemed to have occurred on the
date on which certification of the deposit of the Repurchase Price in the
Payment Account was received by the Indenture Trustee. The Indenture Trustee
shall amend the applicable Mortgage Loan Schedule to reflect such repurchase and
shall promptly notify the Master Servicer and the Rating Agencies of such
amendment.

         Section 2.04 ACCEPTANCE OF THE SPECIAL CERTIFICATE CAP CONTRACT BY
INDENTURE TRUSTEE. (a) The Indenture Trustee acknowledges receipt of the Special
Certificate Cap Contract and declares that it holds and will continue to hold
this document and any amendments, replacements or supplements thereto and all
other assets of the Trust Estate as Indenture Trustee in trust for the use and
benefit of all present and future Holders of the Bonds. The Indenture Trustee
shall enforce the Special Certificate Cap Contract in accordance with its terms.

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<PAGE>

                                  ARTICLE III

                                    COVENANTS

         Section 3.01 COLLECTION OF PAYMENTS WITH RESPECT TO THE MORTGAGE LOANS.
The Indenture Trustee shall establish and maintain an Eligible Account (the
"Payment Account") in which the Indenture Trustee shall, subject to the terms of
this paragraph, deposit, on the same day as it is received from the Master
Servicer, each remittance received by the Indenture Trustee with respect to the
Mortgage Loans. The Indenture Trustee shall make all payments of principal of
and interest on the Bonds, subject to Section 3.03 as provided in Section 3.05
herein from monies on deposit in the Payment Account.

         Section 3.02 MAINTENANCE OF OFFICE OR AGENCY. The Issuer will maintain
an office or agency where, subject to satisfaction of conditions set forth
herein, Bonds may be surrendered for registration of transfer or exchange, and
where notices and demands to or upon the Issuer in respect of the Bonds and this
Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. If at any time the
Issuer shall fail to maintain any such office or agency or shall fail to furnish
the Indenture Trustee with the address thereof, such surrenders may be made at
the office of the Indenture Trustee located at c/o DTC Transfer Services, 55
Water Street, Jeanette Park Entrance, New York, New York 10041, and notices and
demands may be made or served at the Corporate Trust Office, and the Issuer
hereby appoints the Indenture Trustee as its agent to receive all such
surrenders, notices and demands.

         Section 3.03 MONEY FOR PAYMENTS TO BE HELD IN TRUST; PAYING AGENT. (a)
As provided in Section 3.01, all payments of amounts due and payable with
respect to any Bonds that are to be made from amounts withdrawn from the Payment
Account pursuant to Section 3.01 shall be made on behalf of the Issuer by the
Indenture Trustee or by the Paying Agent, and no amounts so withdrawn from the
Payment Account for payments of Bonds shall be paid over to the Issuer except as
provided in this Section 3.03. The Issuer hereby appoints the Indenture Trustee
as its Paying Agent.

         The Issuer will cause each Paying Agent other than the Indenture
Trustee to execute and deliver to the Indenture Trustee an instrument in which
such Paying Agent shall agree with the Indenture Trustee (and if the Indenture
Trustee acts as Paying Agent it hereby so agrees), subject to the provisions of
this Section 3.03, that such Paying Agent will:

                  (i) hold all sums held by it for the payment of amounts due
         with respect to the Bonds in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as herein provided and pay such sums to such
         Persons as herein provided;

                  (ii) give the Indenture Trustee notice of any default by the
         Issuer of which it has actual knowledge in the making of any payment
         required to be made with respect to the Bonds;

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<PAGE>

                  (iii) at any time during the continuance of any such default,
         upon the written request of the Indenture Trustee, forthwith pay to the
         Indenture Trustee all sums so held in trust by such Paying Agent;

                  (iv) immediately resign as Paying Agent and forthwith pay to
         the Indenture Trustee all sums held by it in trust for the payment of
         Bonds if at any time it ceases to meet the standards required to be met
         by a Paying Agent at the time of its appointment;

                  (v) comply with all requirements of the Code with respect to
         the withholding from any payments made by it on any Bonds of any
         applicable withholding taxes imposed thereon and with respect to any
         applicable reporting requirements in connection therewith; and

                  (vi) not commence a bankruptcy proceeding against the Issuer
         in connection with this Indenture.

         The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Request direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

         Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Bond and remaining unclaimed for one year
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuer on Issuer Request; and the Holder of such Bond shall
thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; PROVIDED, HOWEVER, that the Indenture
Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense and direction of the Issuer cause to be published once, in
an Authorized Newspaper published in the English language, notice that such
money remains unclaimed and that, after a date specified therein which shall not
be less than 30 days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Issuer. The Indenture Trustee,
may also adopt and employ, at the expense and direction of the Issuer, any other
reasonable means of notification of such repayment (including, but not limited
to, mailing notice of such repayment to Holders whose Bonds have been called but
have not been surrendered for redemption or whose right to or interest in monies
due and payable but not claimed is determinable from the records of the
Indenture Trustee or of any Paying Agent, at the last address of record for each
such Holder).

         Section 3.04 EXISTENCE. The Issuer will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other state or of the United States of
America, in which case the Issuer will keep in full effect its existence, rights
and

                                       8
<PAGE>

franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Bonds, the Mortgage Loans and each other
instrument or agreement included in the Trust Estate.

         Section 3.05 PAYMENT OF PRINCIPAL AND INTEREST. (a) On each Payment
Date from amounts on deposit in the Payment Account in accordance with Section
8.02 hereof, the Indenture Trustee shall pay to the Persons specified in clauses
(b) and (c) below, to the extent provided therein, the Available Funds.

         (b) On each Payment Date, the Available Funds shall be distributed in
the following order of priority, in each case to the extent of the Available
Funds remaining for such Payment Date; provided, however, that any amounts
representing payments from the Seller Guarantee shall be used to pay interest to
the Class A-IO Bondholders pursuant to clause (b)(i) below:

                  (i) first, to the Holders of the Class A-IO Bonds, the related
         Accrued Bond Interest for such Class for such Payment Date;

                  (ii) second, to the Holders of the Class A-1 Bonds, the
         related Accrued Bond Interest for such Class for such Payment Date;

                  (iii) third, to the Holders of the Class M-1 Bonds, the
         related Accrued Bond Interest for such Class for such Payment Date;

                  (iv) fourth, to the Holders of the Class M-2 Bonds, the
         related Accrued Bond Interest for such Class for such Payment Date; and

                  (v) fifth, to the Holders of the Class B Bonds, the related
         Accrued Bond Interest for such Class for such Payment Date.

        (c) On each Payment Date, the Holders of each Class of Bonds, other than
the Class A-IO Bonds, shall be entitled to receive payments in respect of
principal equal the Principal Distribution Amount for that Payment Date,
allocated on a pro rata basis, based on the Bond Principal Balances thereof, in
reduction of the Bond Principal Balances thereof, until the Bond Principal
Balances thereof have been reduced to zero; provided, however, that on each
Payment Date, the Principal Available Funds Shortfall, if any, will be
subtracted from the Principal Distribution Amount payable to the Class B Bonds
or most subordinate Class or Classes of Class M Bonds and shall be paid instead
first to the Class A-1 Bonds, then to the Class M-1 Bonds, then to the Class M-2
Bonds, and then to the Class B Bonds, in each case in reduction of the Bond
Principal Balance thereof, until reduced to zero.

         (d) On each Payment Date, any Net Monthly Excess Cashflow shall be
paid as follows:

                  (i) to the Holders of the Class or Classes of Bonds then
         entitled to receive distributions in respect of principal, in an amount
         equal to any Extra Principal Distribution Amount, payable to such
         Holders as part of the Principal Distribution Amount as described in
         clause (c) above;

                                       9
<PAGE>

                  (ii) to the Holders of the Class A-1 Bonds and Class A-IO
         Bonds, pro rata, and then the Class M-1 Bonds, the Class M-2 Bonds and
         the Class B Bonds, in that order, any Unpaid Interest Shortfall for
         such Bonds on such Payment Date, to the extent not previously
         reimbursed;

                  (iii) to the Holders of the Class M-1 Bonds, in an amount
         equal to the Allocated Realized Loss Amount for the Class M-1 Bonds;

                  (iv) to the Holders of the Class M-2 Bonds, in an amount equal
         to the Allocated Realized Loss Amount for the Class M-2 Bonds;

                  (v) to the Holders of the Class B Bonds, in an amount equal to
         the Allocated Realized Loss Amount for the Class B Bonds;

                  (vi) to the Indenture Trustee for amounts owing the Indenture
         Trustee hereunder (other than the Indenture Trustee Fee) remaining
         unpaid; and

                  (vii) any remaining amounts will be distributed to the
         Certificate Paying Agent, as designee of the Issuer, for the benefit of
         the Holders of the Trust Certificates.

         (e) On each Payment Date any amounts received in respect of the Special
Certificate Cap Contract and all prepayment charges received by the Indenture
Trustee shall be distributed to the Certificate Paying Agent, as designee of the
Issuer, for the benefit of the Holders of the Trust Certificates.

         (f) Each distribution with respect to a Book-Entry Bond shall be paid
to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Bond
Owners that it represents and to each indirect participating brokerage firm (a
"brokerage firm" or "indirect participating firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to the Bond Owners
that it represents. None of the Indenture Trustee, the Bond Registrar, the
Paying Agent, the Depositor or the Master Servicer shall have any responsibility
therefor except as otherwise provided by this Indenture or applicable law.

         (g) On each Payment Date, the Certificate Paying Agent shall deposit in
the Certificate Distribution Account all amounts it received pursuant to this
Section 3.05 for the purpose of distributing such funds to the
Certificateholders.

         (h) Any installment of interest or principal, if any, payable on any
Bond that is punctually paid or duly provided for by the Issuer on the
applicable Payment Date shall, if such Holder shall have so requested at least
five Business Days prior to the related Record Date, be paid to each Holder of
record on the preceding Record Date, by wire transfer to an account specified in
writing by such Holder reasonably satisfactory to the Indenture Trustee as of
the preceding Record Date or in all other cases or if no such instructions have
been delivered to the Indenture Trustee, by check to such Bondholder mailed to
such Holder's address as it appears in the Bond Register in the amount required
to be distributed to such Holder on such Payment Date



                                       10
<PAGE>

pursuant to such Holder's Bonds; PROVIDED, HOWEVER, that the Indenture Trustee
shall not pay to such Holders any amount required to be withheld from a payment
to such Holder by the Code.

         (i) The principal of each Bond, other than the Class A-IO Bond, shall
be due and payable in full on the Final Scheduled Payment Date for such Bond as
provided in the forms of Bond set forth in Exhibits A-1, A-2 and A-3 to this
Indenture. All principal and interest payments on the Bonds shall be made to the
Bondholders entitled thereto in accordance with the Percentage Interests
represented by such Bonds. Upon notice to the Indenture Trustee by the Issuer,
the Indenture Trustee shall notify the Person in whose name a Bond is registered
at the close of business on the Record Date preceding the Final Scheduled
Payment Date or other final Payment Date (including any final Payment Date
resulting from any redemption pursuant to Section 8.07 hereof). Such notice
shall to the extent practicable be mailed no later than five Business Days prior
to such Final Scheduled Payment Date or other final Payment Date and shall
specify that payment of the principal amount and any interest due with respect
to such Bond at the Final Scheduled Payment Date or other final Payment Date
will be payable only upon presentation and surrender of such Bond and shall
specify the place where such Bond may be presented and surrendered for such
final payment. No interest shall accrue on the Bonds on or after the Final
Scheduled Payment Date or any such other final Payment Date.

         The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to sign any financing statement, continuation statement or
other instrument required to be signed pursuant to this Section 3.05 upon the
Issuer's preparation thereof and delivery to the Indenture Trustee.

         Section 3.06 PROTECTION OF TRUST ESTATE. (a) The Issuer will from time
to time prepare, execute and deliver all such supplements and amendments hereto
and all such financing statements, continuation statements, instruments of
further assurance and other instruments, and will take such other action
necessary or advisable to:

              (i) maintain or preserve the lien and security interest (and the
         priority thereof) of this Indenture or carry out more effectively the
         purposes hereof;

              (ii) perfect, publish notice of or protect the validity of any
         Grant made or to be made by this Indenture;

              (iii) cause the Issuer or Master Servicer to enforce any of the
         rights to the Mortgage Loans; or

              (iv) preserve and defend title to the Trust Estate and the rights
         of the Indenture Trustee and the Bondholders in such Trust Estate
         against the claims of all persons and parties.

         (b) Except as otherwise provided in this Indenture, the Indenture
Trustee shall not remove any portion of the Trust Estate that consists of money
or is evidenced by an instrument, certificate or other writing from the
jurisdiction in which it was held at the date of the most recent Opinion of
Counsel delivered pursuant to Section 3.07 hereof (or from the jurisdiction in
which it was held as described in the Opinion of Counsel delivered on the
Closing Date pursuant



                                       11
<PAGE>

to Section 3.07(a) hereof, or if no Opinion of Counsel has yet been delivered
pursuant to Section 3.07(b) hereof, unless the Indenture Trustee shall have
first received an Opinion of Counsel to the effect that the lien and security
interest created by this Indenture with respect to such property will continue
to be maintained after giving effect to such action or actions).

         The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to sign any financing statement, continuation statement or
other instrument required to be signed pursuant to this Section 3.06 upon the
Issuer's preparation thereof and delivery to the Indenture Trustee.

         Section 3.07 OPINIONS AS TO TRUST ESTATE. (a) On the Closing Date, the
Issuer shall furnish to the Indenture Trustee and the Owner Trustee an Opinion
of Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording and filing of this Indenture, any
indentures supplemental hereto, and any other requisite documents, and with
respect to the execution and filing of any financing statements and continuation
statements, as are necessary to perfect and make effective the lien and first
priority security interest in the Collateral and reciting the details of such
action, or stating that, in the opinion of such counsel, no such action is
necessary to make such lien and first priority security interest effective.

         (b) On or before April 15 in each calendar year, beginning in 2003, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel at the
expense of the Issuer either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as is necessary to maintain the
lien and first priority security interest in the Collateral and reciting the
details of such action or stating that in the opinion of such counsel no such
action is necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest in the Collateral until December 31
in the following calendar year.

         Section 3.08 PERFORMANCE OF OBLIGATIONS. (a) The Issuer will punctually
perform and observe all of its obligations and agreements contained in this
Indenture, the Basic Documents and in the instruments and agreements included in
the Trust Estate.

         (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer's Certificate of
the Issuer shall be deemed to be action taken by the Issuer.

         (c) The Issuer will not take any action or permit any action to be
taken by others which would release any Person from any of such Person's
covenants or obligations under any of the documents relating to the Mortgage
Loans or under any instrument included in the Trust Estate, or which would
result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any of the documents relating to
the Mortgage Loans or any such instrument, except such actions as the Master
Servicer is expressly

                                       12
<PAGE>

permitted to take in the Servicing Agreement. The Indenture Trustee, as pledgee
of the Mortgage Loans, may exercise the rights of the Issuer to direct the
actions of the Master Servicer pursuant to the Servicing Agreement.

         (d) The Issuer may retain an administrator and may enter into contracts
with other Persons for the performance of the Issuer's obligations hereunder,
and performance of such obligations by such Persons shall be deemed to be
performance of such obligations by the Issuer.

         Section 3.09 NEGATIVE COVENANTS. So long as any Bonds are Outstanding,
the Issuer shall not:

              (i) except as expressly permitted by this Indenture, sell,
         transfer, exchange or otherwise dispose of the Trust Estate, unless
         directed to do so by the Indenture Trustee;

              (ii) claim any credit on, or make any deduction from the
         principal or interest payable in respect of, the Bonds (other than
         amounts properly withheld from such payments under the Code) or assert
         any claim against any present or former Bondholder by reason of the
         payment of the taxes levied or assessed upon any part of the Trust
         Estate;

              (iii) (A) permit the validity or effectiveness of this Indenture
         to be impaired, or permit the lien of this Indenture to be amended,
         hypothecated, subordinated, terminated or discharged, or permit any
         Person to be released from any covenants or obligations with respect
         to the Bonds under this Indenture except as may be expressly permitted
         hereby, (B) permit any lien, charge, excise, claim, security interest,
         mortgage or other encumbrance (other than the lien of this Indenture)
         to be created on or extend to or otherwise arise upon or burden the
         Trust Estate or any part thereof or any interest therein or the
         proceeds thereof or (C) permit the lien of this Indenture not to
         constitute a valid first priority security interest in the Trust
         Estate; or

              (iv) waive or impair, or fail to assert rights under, the
         Mortgage Loans, or impair or cause to be impaired the Issuer's
         interest in the Mortgage Loans, the Mortgage Loan Sale and
         Contribution Agreement or in any Basic Document, if any such action
         would materially and adversely affect the interests of the
         Bondholders.

         Section 3.10 ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will deliver
to the Indenture Trustee, by March 1 of each fiscal year commencing with the
calendar year 2003 (which, for the Issuer, is the calendar year) of the Issuer,
an Officer's Certificate stating, as to the Authorized Officer signing such
Officer's Certificate, that:

              (i) a review of the activities of the Issuer during such year and
         of its performance under this Indenture has been made under such
         Authorized Officer's supervision; and

              (ii) to the best of such Authorized Officer's knowledge, based on
         such review, the Issuer has complied with all conditions and covenants
         under this Indenture throughout such year, or, if there has been a
         default in its compliance with any such



                                       13
<PAGE>

         condition or covenant, specifying each such default known to such
         Authorized Officer and the nature and status thereof.

         Section 3.11 REPRESENTATIONS AND WARRANTIES CONCERNING THE MORTGAGE
LOANS. The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit
of the representations and warranties made by the Seller in the Mortgage Loan
Sale and Contribution Agreement concerning the Seller to the same extent as
though such representations and warranties were made directly to the Indenture
Trustee. If a Responsible Officer of the Indenture Trustee has actual knowledge
of any breach of any representation or warranty made by the Seller in the
Mortgage Loan Sale and Contribution Agreement, the Indenture Trustee shall
promptly notify the Seller of such finding and the Seller's obligation to cure
such defect or repurchase or substitute for the related Mortgage Loan.

         Section 3.12 AMENDMENTS TO SERVICING AGREEMENT. The Issuer covenants
with the Indenture Trustee that it will not enter into any amendment or
supplement to the Servicing Agreement without the prior written consent of the
Indenture Trustee.

         Section 3.13 MASTER SERVICER AS AGENT AND BAILEE OF THE INDENTURE
TRUSTEE. Solely for purposes of perfection under Section 9-305 of the Uniform
Commercial Code or other similar applicable law, rule or regulation of the state
in which such property is held by the Master Servicer, the Issuer and the
Indenture Trustee hereby acknowledge that the Master Servicer is acting as
bailee of the Indenture Trustee in holding amounts on deposit in the Collection
Account, as well as its bailee in holding any Related Documents released to the
Master Servicer, and any other items constituting a part of the Trust Estate
which from time to time come into the possession of the Master Servicer. It is
intended that, by the Master Servicer's acceptance of such bailee arrangement,
the Indenture Trustee, as a secured party of the Mortgage Loans, will be deemed
to have possession of such Related Documents, such monies and such other items
for purposes of Section 9-305 of the Uniform Commercial Code of the state in
which such property is held by the Master Servicer. The Indenture Trustee shall
not be liable with respect to such documents, monies or items while in
possession of the Master Servicer.

         Section 3.14 INVESTMENT COMPANY ACT. The Issuer shall not become an
"investment company" or be under the "control" of an "investment company" as
such terms are defined in the Investment Company Act of 1940, as amended (or any
successor or amendatory statute), and the rules and regulations thereunder
(taking into account not only the general definition of the term "investment
company" but also any available exceptions to such general definition);
PROVIDED, HOWEVER, that the Issuer shall be in compliance with this Section 3.14
if it shall have obtained an order exempting it from regulation as an
"investment company" so long as it is in compliance with the conditions imposed
in such order.

         Section 3.15 ISSUER MAY CONSOLIDATE, ETC. (a) The Issuer shall not
consolidate or merge with or into any other Person, unless:

               (i) the Person (if other than the Issuer) formed by or surviving
          such consolidation or merger shall be a Person organized and existing
          under the laws of the United States of America or any state or the
          District of Columbia and shall expressly assume, by an indenture
          supplemental hereto, executed and delivered to the Indenture

                                       14
<PAGE>

          Trustee, in form reasonably satisfactory to the Indenture Trustee, the
          due and punctual payment of the principal of and interest on all
          Bonds, and the payment of all other amounts payable to the Indenture
          Trustee, the payment to the Certificate Paying Agent of all amounts
          due to the Certificateholders, and the performance or observance of
          every agreement and covenant of this Indenture on the part of the
          Issuer to be performed or observed, all as provided herein;

               (ii) immediately after giving effect to such transaction, no
          Event of Default shall have occurred and be continuing;

               (iii) the Rating Agencies shall have notified the Issuer that
          such transaction shall not cause the rating of the Class A Bonds,
          Class M Bonds or the Class B Bonds to be reduced, suspended or
          withdrawn or to be considered by either Rating Agency to be below
          investment grade;

               (iv) the Issuer shall have received an Opinion of Counsel (and
          shall have delivered a copy thereof to the Indenture Trustee) to the
          effect that such transaction will not (A) result in a "substantial
          modification" of the Bonds under Treasury Regulation section 1.1001-3,
          or adversely affect the status of the Bonds as indebtedness for
          federal income tax purposes, or (B) if 100% of the Certificates are
          not owned by IMH Assets Corp., cause the Trust to be subject to an
          entity level tax for federal income tax purposes;

               (v) any action that is necessary to maintain the lien and
          security interest created by this Indenture shall have been taken; and

               (vi) the Issuer shall have delivered to the Indenture Trustee an
          Officer's Certificate and an Opinion of Counsel each stating that such
          consolidation or merger and such supplemental indenture comply with
          this Article III and that all conditions precedent herein provided for
          or relating to such transaction have been complied with (including any
          filing required by the Exchange Act), and that such supplemental
          indenture is enforceable.

         (b) The Issuer shall not convey or transfer any of its properties or
assets, including those included in the Trust Estate, to any Person, unless:

               (i) the Person that acquires by conveyance or transfer the
          properties and assets of the Issuer, the conveyance or transfer of
          which is hereby restricted, shall (A) be a United States citizen or a
          Person organized and existing under the laws of the United States of
          America or any state thereof, (B) expressly assume, by an indenture
          supplemental hereto, executed and delivered to the Indenture Trustee,
          in form satisfactory to the Indenture Trustee, the due and punctual
          payment of the principal of and interest on all Bonds and the
          performance or observance of every agreement and covenant of this
          Indenture on the part of the Issuer to be performed or observed, all
          as provided herein, (C) expressly agree by means of such supplemental
          indenture that all right, title and interest so conveyed or
          transferred shall be subject and subordinate to the rights of the
          Holders of the Bonds, (D) unless otherwise provided in such
          supplemental indenture,



                                       15
<PAGE>

          expressly agree to indemnify, defend and hold harmless the Issuer and
          the Indenture Trustee against and from any loss, liability or expense
          arising under or related to this Indenture and the Bonds and (E)
          expressly agree by means of such supplemental indenture that such
          Person (or if a group of Persons, then one specified Person) shall
          make all filings with the Commission (and any other appropriate
          Person) required by the Exchange Act in connection with the Bonds;

               (ii) immediately after giving effect to such transaction, no
          Default or Event of Default shall have occurred and be continuing;

               (iii) the Rating Agencies shall have notified the Issuer that
          such transaction shall not cause the rating of the Class A Bonds,
          Class M Bonds or the Class B Bonds, to be reduced, suspended or
          withdrawn;

               (iv) the Issuer shall have received an Opinion of Counsel (and
          shall have delivered a copy thereof to the Indenture Trustee) to the
          effect that such transaction will not (A) result in a "substantial
          modification" of the Bonds under Treasury Regulation section 1.1001-3,
          or adversely affect the status of the Bonds as indebtedness for
          federal income tax purposes, or (B) if 100% of the Certificates are
          not owned by IMH Assets Corp., cause the Trust to be subject to an
          entity level tax for federal income tax purposes;

               (v) any action that is necessary to maintain the lien and
          security interest created by this Indenture shall have been taken; and

               (vi) the Issuer shall have delivered to the Indenture Trustee an
          Officer's Certificate and an Opinion of Counsel each stating that such
          conveyance or transfer and such supplemental indenture comply with
          this Article III and that all conditions precedent herein provided for
          relating to such transaction have been complied with (including any
          filing required by the Exchange Act).

         Section 3.16 SUCCESSOR OR TRANSFEREE. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.15(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

         (b) Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.15(b), the Issuer will be released from every
covenant and agreement of this Indenture to be observed or performed on the part
of the Issuer with respect to the Bonds immediately upon the delivery of written
notice to the Indenture Trustee of such conveyance or transfer.

         Section 3.17 NO OTHER BUSINESS. The Issuer shall not engage in any
business other than financing, purchasing, owning and selling and managing the
Mortgage Loans and the issuance of the Bonds and Certificates in the manner
contemplated by this Indenture and the Basic Documents and all activities
incidental thereto.



                                       16
<PAGE>

         Section 3.18 NO BORROWING. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Bonds.

         Section 3.19 GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES. Except
as contemplated by this Indenture or the Basic Documents, the Issuer shall not
make any loan or advance or credit to, or guarantee (directly or indirectly or
by an instrument having the effect of assuring another's payment or performance
on any obligation or capability of so doing or otherwise), endorse or otherwise
become contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or
agree contingently to do so) any stock, obligations, assets or securities of, or
any other interest in, or make any capital contribution to, any other Person.

         Section 3.20 CAPITAL EXPENDITURES. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

         Section 3.21 RESTRICTED PAYMENTS. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for
value any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; PROVIDED, HOWEVER, that
the Issuer may make, or cause to be made, (x) distributions and payments to the
Owner Trustee, the Indenture Trustee, Bondholders and the Certificateholders as
contemplated by, and to the extent funds are available for such purpose under
this Indenture and the Trust Agreement and (y) payments to the Master Servicer
and the Subservicers pursuant to the terms of the Servicing Agreement. The
Issuer will not, directly or indirectly, make payments to or distributions from
the Collection Account except in accordance with this Indenture and the Basic
Documents.

         Section 3.22 NOTICE OF EVENTS OF DEFAULT. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder and under the Trust Agreement.

         Section 3.23 FURTHER INSTRUMENTS AND ACTS. Upon request of the
Indenture Trustee, the Issuer will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

         Section 3.24 STATEMENTS TO BONDHOLDERS. On each Payment Date, the
Indenture Trustee and the Certificate Registrar shall prepare and make available
on the Indenture Trustee's website, http://www.corporatetrust.db.com (or deliver
at the recipient's option), to each Bondholder and Certificateholder the most
recent statement prepared by the Master Servicer pursuant to Section 4.01 of the
Servicing Agreement.

           Section 3.25      CERTAIN REPRESENTATIONS REGARDING THE TRUST ESTATE.

         (a) With respect to that portion of the Collateral described in clauses
(a) through (c) of the definition of Trust Estate, the Issuer represents to the
Indenture Trustee that:

                                       17
<PAGE>

               (i) This Indenture creates a valid and continuing security
          interest (as defined in the applicable UCC) in the Collateral in favor
          of the Indenture Trustee, which security interest is prior to all
          other liens, and is enforceable as such as against creditors of and
          purchasers from the Issuer.

               (ii) The Collateral constitutes "deposit accounts" or
          "instruments," as applicable, within the meaning of the applicable
          UCC.

               (iii) The Issuer owns and has good and marketable title to the
          Collateral, free and clear of any lien, claim or encumbrance of any
          Person.

               (iv) The Issuer has taken all steps necessary to cause the
          Indenture Trustee to become the account holder of the Collateral.

               (v) Other than the security interest granted to the Indenture
          Trustee pursuant to this Indenture, the Issuer has not pledged,
          assigned, sold, granted a security interest in, or otherwise conveyed
          any of the Collateral.

               (vi) The Collateral is not in the name of any Person other than
          the Issuer or the Indenture Trustee. The Issuer has not consented to
          the bank maintaining the Collateral to comply with instructions of any
          Person other than the Indenture Trustee.

         (b) With respect to that portion of the Collateral described in clauses
(d) and (e) of the definition of Trust Estate, the Issuer represents to the
Indenture Trustee that:

               (i) This Indenture creates a valid and continuing security
          interest (as defined in the applicable UCC) in the Collateral in favor
          of the Indenture Trustee, which security interest is prior to all
          other liens, and is enforceable as such as against creditors of and
          purchasers from the Issuer.

               (ii) The Collateral constitutes "general intangibles" within the
          meaning of the applicable UCC.

               (iii) The Issuer owns and has good and marketable title to the
          Collateral, free and clear of any lien, claim or encumbrance of any
          Person.

               (iv) The Issuer has caused or will have caused, within ten days,
          the filing of all appropriate financing statements in the proper
          filing office in the appropriate jurisdictions under applicable law in
          order to perfect the security interest in the Collateral granted to
          the Indenture Trustee hereunder.

               (v) Other than the security interest granted to the Indenture
          Trustee pursuant to this Indenture, the Issuer has not pledged,
          assigned, sold, granted a security interest in, or otherwise conveyed
          any of the Collateral. The Issuer has not authorized the filing of,
          and is not aware of any financing statements against, the Issuer, that
          include a description of collateral covering the Collateral, other
          than any financing statement relating to the security interest granted
          to the Indenture Trustee hereunder or that has



                                       18
<PAGE>

          been terminated. The Issuer is not aware of any judgment or tax lien
          filings against the Issuer.

         (c) The foregoing representations may not be waived and shall survive
the issuance of the Bonds.

         Section 3.26 [RESERVED].

         Section 3.27 [RESERVED].

         Section 3.28 SELLER GUARANTEE; PAYMENTS UNDER THE SELLER GUARANTEE. On
the Closing Date, the Seller Guarantee shall be assigned to the Trust. The
Indenture Trustee shall enforce the Seller Guarantee in accordance with its
terms. On each Determination Date, the Indenture Trustee shall calculate the
Guaranteed Amount, if any, and shall make any claim on behalf of the Issuer
under the Seller Guarantee at least two Business Days prior to the related
Payment Date, for payment to the Indenture Trustee of the amount of any such
claim no later than the Business Day prior to the next Payment Date. Upon
receipt of such Guaranteed Amount in accordance with the terms of the Seller
Guarantee, such payment shall be deposited by the Indenture Trustee into the
Payment Account for distribution to the Class A-IO Bondholders pursuant to
Section 3.05 hereof. On each Payment Date, any payments received by the
Indenture Trustee in respect of the Seller Guarantee shall be paid to the
Holders of the Class A-IO Bonds.

         Section 3.29 ALLOCATION OF REALIZED LOSSES. (a) Prior to each Payment
Date, the Master Servicer shall determine the total amount of Realized Losses
that occurred during the related Prepayment Period. The amount of each Realized
Loss shall be evidenced by an Officer's Certificate delivered to the Indenture
Trustee with the related Remittance Report.

         (b) On each Payment Date following the application of all amounts
distributable on such date, to the extent the aggregate Stated Principal Balance
of the Mortgage Loans is less than the aggregate Bond Principal Balances of the
Bonds due to Realized Losses on the Mortgage Loans, FIRST, the Bond Principal
Balances of the Class B Bonds shall be reduced, until the Bond Principal Balance
thereof has been reduced to zero, SECOND, the Bond Principal Balances of the
Class M-2 Bonds shall be reduced, until the Bond Principal Balance thereof has
been reduced to zero and THIRD, the Bond Principal Balances of the Class M-1
Bonds shall be reduced, until the Bond Principal Balance thereof has been
reduced to zero. All Realized Losses allocated to a Class of Bonds will be
allocated in proportion to the Percentage Interests evidenced thereby.



                                       19
<PAGE>


                                   ARTICLE IV

               THE BONDS; SATISFACTION AND DISCHARGE OF INDENTURE

Section 4.01 The Bonds. Each Class of Bonds shall be registered in the name of a
nominee designated by the Depository. Beneficial Owners will hold interests in
the Bonds through the book-entry facilities of the Depository in minimum initial
Bond Principal Balances or Notional Amounts of $25,000 and integral multiples of
$1 in excess thereof.

         The Indenture Trustee may for all purposes (including the making of
payments due on the Bonds) deal with the Depository as the authorized
representative of the Beneficial Owners with respect to the Bonds for the
purposes of exercising the rights of Holders of the Bonds hereunder. Except as
provided in the next succeeding paragraph of this Section 4.01, the rights of
Beneficial Owners with respect to the Bonds shall be limited to those
established by law and agreements between such Beneficial Owners and the
Depository and Depository Participants. Except as provided in Section 4.08
hereof, Beneficial Owners shall not be entitled to definitive certificates for
the Bonds as to which they are the Beneficial Owners. Requests and directions
from, and votes of, the Depository as Holder of the Bonds shall not be deemed
inconsistent if they are made with respect to different Beneficial Owners. The
Indenture Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Bondholders and give notice to the
Depository of such record date. Without the consent of the Issuer and the
Indenture Trustee, no Bond may be transferred by the Depository except to a
successor Depository that agrees to hold such Bond for the account of the
Beneficial Owners.

         In the event the Depository Trust Company resigns or is removed as
Depository, the Indenture Trustee with the approval of the Issuer may appoint a
successor Depository. If no successor Depository has been appointed within 30
days of the effective date of the Depository's resignation or removal, each
Beneficial Owner shall be entitled to certificates representing the Bonds it
beneficially owns in the manner prescribed in Section 4.08.

         The Bonds shall, on original issue, be executed on behalf of the Issuer
by the Owner Trustee, not in its individual capacity but solely as Owner
Trustee, authenticated by the Indenture Trustee and delivered by the Indenture
Trustee to or upon the order of the Issuer.

         Section 4.02 REGISTRATION OF AND LIMITATIONS ON TRANSFER AND EXCHANGE
OF BONDS; APPOINTMENT OF BOND REGISTRAR AND CERTIFICATE REGISTRAR. The Issuer
shall cause to be kept at the Corporate Trust Office a Bond Register in which,
subject to such reasonable regulations as it may prescribe, the Bond Registrar
shall provide for the registration of Bonds and of transfers and exchanges of
Bonds as herein provided.

         Subject to the restrictions and limitations set forth below, upon
surrender for registration of transfer of any Bond at the Corporate Trust
Office, the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Bonds in authorized initial Bond Principal Balances or Notional Amounts
evidencing the same Class and aggregate Percentage Interests.

                                       20

<PAGE>


         Subject to the foregoing, at the option of the Bondholders, Bonds may
be exchanged for other Bonds of like tenor and in authorized initial Bond
Principal Balances or Notional Amounts evidencing the same Class and aggregate
Percentage Interests upon surrender of the Bonds to be exchanged at the
Corporate Trust Office of the Bond Registrar. Whenever any Bonds are so
surrendered for exchange, the Issuer shall execute and the Indenture Trustee
shall authenticate and deliver the Bonds which the Bondholder making the
exchange is entitled to receive. Each Bond presented or surrendered for
registration of transfer or exchange shall (if so required by the Bond
Registrar) be duly endorsed by, or be accompanied by a written instrument of
transfer in form reasonably satisfactory to the Bond Registrar duly executed by
the Holder thereof or his attorney duly authorized in writing with such
signature guaranteed by a commercial bank or trust company located or having a
correspondent located in the city of New York. Bonds delivered upon any such
transfer or exchange will evidence the same obligations, and will be entitled to
the same rights and privileges, as the Bonds surrendered.

         No service charge shall be made for any registration of transfer or
exchange of Bonds, but the Bond Registrar shall require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any registration of transfer or exchange of Bonds.

         The Issuer hereby appoints the Indenture Trustee as (i) Certificate
Registrar to keep at its Corporate Trust Office a Certificate Register pursuant
to Section 3.09 of the Trust Agreement in which, subject to such reasonable
regulations as it may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges thereof pursuant to
Section 3.05 of the Trust Agreement and (ii) Bond Registrar under this
Indenture. The Indenture Trustee hereby accepts such appointments.

         Section 4.03 MUTILATED, DESTROYED, LOST OR STOLEN BONDS. If (i) any
mutilated Bond is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Bond, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer and the Indenture Trustee
harmless, then, in the absence of notice to the Issuer, the Bond Registrar or
the Indenture Trustee that such Bond has been acquired by a bona fide purchaser,
and provided that the requirements of Section 8-405 of the UCC are met, the
Issuer shall execute, and upon its request the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Bond, a replacement Bond; PROVIDED, HOWEVER, that if
any such destroyed, lost or stolen Bond, but not a mutilated Bond, shall have
become or within seven days shall be due and payable, instead of issuing a
replacement Bond, the Issuer may pay such destroyed, lost or stolen Bond when so
due or payable without surrender thereof. If, after the delivery of such
replacement Bond or payment of a destroyed, lost or stolen Bond pursuant to the
proviso to the preceding sentence, a bona fide purchaser of the original Bond in
lieu of which such replacement Bond was issued presents for payment such
original Bond, the Issuer and the Indenture Trustee shall be entitled to recover
such replacement Bond (or such payment) from the Person to whom it was delivered
or any Person taking such replacement Bond from such Person to whom such
replacement Bond was delivered or any assignee of such Person, except a bona
fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer or the Indenture Trustee in connection therewith.



                                       21
<PAGE>

         Upon the issuance of any replacement Bond under this Section 4.03, the
Issuer may require the payment by the Holder of such Bond of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other reasonable expenses (including the fees and expenses of
the Indenture Trustee) connected therewith.

         Every replacement Bond issued pursuant to this Section 4.03 in
replacement of any mutilated, destroyed, lost or stolen Bond shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Bond shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Bonds duly issued hereunder.

         The provisions of this Section 4.03 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Bonds.

         Section 4.04 PERSONS DEEMED OWNERS. Prior to due presentment for
registration of transfer of any Bond, the Issuer, the Indenture Trustee, the
Paying Agent and any agent of the Issuer or the Indenture Trustee may treat the
Person in whose name any Bond is registered (as of the day of determination) as
the owner of such Bond for the purpose of receiving payments of principal of and
interest, if any, on such Bond and for all other purposes whatsoever, whether or
not such Bond be overdue, and neither the Issuer, the Indenture Trustee, the
Paying Agent nor any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary.

         Section 4.05 CANCELLATION. All Bonds surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Bonds previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the
Indenture Trustee. No Bonds shall be authenticated in lieu of or in exchange for
any Bonds cancelled as provided in this Section 4.05, except as expressly
permitted by this Indenture. All cancelled Bonds may be held or disposed of by
the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time unless the Issuer shall direct by an Issuer
Request that they be destroyed or returned to it; PROVIDED, HOWEVER, that such
Issuer Request is timely and the Bonds have not been previously disposed of by
the Indenture Trustee.

         Section 4.06 BOOK-ENTRY BONDS. The Bonds, upon original issuance, will
be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to
be delivered to The Depository Trust Company, the initial Depository, by, or on
behalf of, the Issuer. The Bonds shall initially be registered on the Bond
Register in the name of Cede & Co., the nominee of the initial Depository, and
no Beneficial Owner will receive a Definitive Bond representing such Beneficial
Owner's interest in such Bond, except as provided in Section 4.08. With respect
to such Bonds, unless and until definitive, fully registered Bonds (the
"Definitive Bonds") have been issued to Beneficial Owners pursuant to Section
4.08:

              (i) the provisions of this Section 4.06 shall be in full force
         and effect;

                                       22
<PAGE>

              (ii) the Bond Registrar, the Paying Agent and the Indenture
         Trustee shall be entitled to deal with the Depository for all purposes
         of this Indenture (including the payment of principal of and interest
         on the Bonds and the giving of instructions or directions hereunder)
         as the sole holder of the Bonds, and shall have no obligation to the
         Beneficial Owners of the Bonds;

              (iii) to the extent that the provisions of this Section 4.06
         conflict with any other provisions of this Indenture, the provisions
         of this Section 4.06 shall control;

              (iv) the rights of Beneficial Owners shall be exercised only
         through the Depository and shall be limited to those established by
         law and agreements between such Owners of Bonds and the Depository
         and/or the Depository Participants. Unless and until Definitive Bonds
         are issued pursuant to Section 4.08, the initial Depository will make
         book-entry transfers among the Depository Participants and receive and
         transmit payments of principal of and interest on the Bonds to such
         Depository Participants; and

              (v) whenever this Indenture requires or permits actions to be
         taken based upon instructions or directions of Holders of Bonds
         evidencing a specified percentage of the Bond Principal Balances of
         the Bonds (for which purpose the Class A-IO Bonds will be deemed to
         have a Bond Principal Balance equal to 5% of the aggregate Bond
         Principal Balance of the other Classes of Bonds), the Depository shall
         be deemed to represent such percentage with respect to the Bonds only
         to the extent that it has received instructions to such effect from
         Beneficial Owners and/or Depository Participants owning or
         representing, respectively, such required percentage of the beneficial
         interest in the Bonds and has delivered such instructions to the
         Indenture Trustee.

         Section 4.07 NOTICES TO DEPOSITORY. Whenever a notice or other
communication to the Bond Holders is required under this Indenture, unless and
until Definitive Bonds shall have been issued to Beneficial Owners pursuant to
Section 4.08, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Bonds to the
Depository, and shall have no obligation to the Beneficial Owners.

         Section 4.08 DEFINITIVE BONDS. If (i) the Indenture Trustee determines
that the Depository is no longer willing or able to properly discharge its
responsibilities with respect to the Bonds and the Indenture Trustee is unable
to locate a qualified successor, (ii) the Indenture Trustee elects to terminate
the book-entry system through the Depository or (iii) after the occurrence of an
Event of Default, Beneficial Owners of Bonds representing beneficial interests
aggregating at least a majority of the Bond Principal Balances of the Bonds (for
which purpose the Class A-IO Bonds will be deemed to have a Bond Principal
Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes
of Bonds) advise the Depository in writing that the continuation of a book-entry
system through the Depository is no longer in the best interests of the
Beneficial Owners, then the Depository shall notify all Beneficial Owners and
the Indenture Trustee of the occurrence of any such event and of the
availability of Definitive Bonds to Beneficial Owners requesting the same. Upon
surrender to the Indenture Trustee of the typewritten Bonds representing the
Book-Entry Bonds by the Depository, accompanied by registration instructions,
the Issuer shall execute and the Indenture Trustee shall



                                       23
<PAGE>

authenticate the Definitive Bonds in accordance with the instructions of the
Depository. None of the Issuer, the Bond Registrar or the Indenture Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Bonds, the Indenture Trustee shall recognize the
Holders of the Definitive Bonds as Bondholders.

         Section 4.09 TAX TREATMENT. The Issuer has entered into this Indenture,
and the Bonds will be issued, with the intention that, for federal, state and
local income, single business and franchise tax purposes, the Bonds will qualify
as indebtedness. The Issuer and the Indenture Trustee (in accordance with
Section 6.06 hereof), by entering into this Indenture, and each Bondholder, by
its acceptance of its Bond (and each Beneficial Owner by its acceptance of an
interest in the applicable Book-Entry Bond), agree to treat the Bonds for
federal, state and local income, single business and franchise tax purposes as
indebtedness.

         Section 4.10 SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall cease to be of further effect with respect to the Bonds except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Bonds, (iii) rights of Bondholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,
3.17, 3.19 and 3.20, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.07 and the obligations of the Indenture Trustee under Section 4.11) and (vi)
the rights of Bondholders as beneficiaries hereof with respect to the property
so deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Bonds and shall release and deliver the Collateral to or
upon the order of the Issuer, when

                    (A) either

                    (1) all Bonds theretofore authenticated and delivered (other
               than (i) Bonds that have been destroyed, lost or stolen and that
               have been replaced or paid as provided in Section 4.03 hereof and
               (ii) Bonds for whose payment money has theretofore been deposited
               in trust or segregated and held in trust by the Issuer and
               thereafter repaid to the Issuer or discharged from such trust, as
               provided in Section 3.03) have been delivered to the Indenture
               Trustee for cancellation; or

                    (2) All Bonds not theretofore delivered to the Indenture
               Trustee for cancellation

                    a.   have become due and payable,

                    b.   will become due and payable at the Final Scheduled
                         Payment Date within one year, or

                    c.   have been called for early redemption and the Trust has
                         been terminated pursuant to Section 8.07 hereof,



                                       24
<PAGE>

and the Issuer, in the case of a. or b. above, has irrevocably deposited or
caused to be irrevocably deposited with the Indenture Trustee cash or direct
obligations of or obligations guaranteed by the United States of America (which
will mature prior to the date such amounts are payable), in trust for such
purpose, in an amount sufficient to pay and discharge the entire indebtedness on
such Bonds then outstanding not theretofore delivered to the Indenture Trustee
for cancellation when due on the Final Scheduled Payment Date or other final
Payment Date and has delivered to the Indenture Trustee a verification report
from a nationally recognized accounting firm certifying that the amounts
deposited with the Indenture Trustee are sufficient to pay and discharge the
entire indebtedness of such Bonds, or, in the case of c. above, the Issuer shall
have complied with all requirements of Section 8.07 hereof,

                    (B) the Issuer has paid or caused to be paid all other sums
               payable hereunder; and

                    (C) the Issuer has delivered to the Indenture Trustee an
               Officer's Certificate and an Opinion of Counsel, each meeting the
               applicable requirements of Section 10.01 hereof, each stating
               that all conditions precedent herein provided for relating to the
               satisfaction and discharge of this Indenture have been complied
               with and, if the Opinion of Counsel relates to a deposit made in
               connection with Section 4.10(A)(2)b above, such opinion shall
               further be to the effect that such deposit will constitute an
               "in-substance defeasance" within the meaning of Revenue Ruling
               85-42, 1985-1 C.B. 36, and in accordance therewith, the Issuer
               will be the owner of the assets deposited in trust for federal
               income tax purposes.

Section 4.11 Application of Trust Money. All monies deposited with the Indenture
Trustee pursuant to Section 4.10 hereof shall be held in trust and applied by
it, in accordance with the provisions of the Bonds and this Indenture, to the
payment, either directly or through any Paying Agent or the Issuer, Certificate
Paying Agent as designee of the Issuer, as the Indenture Trustee may determine,
to the Holders of Securities, of all sums due and to become due thereon for
principal and interest or otherwise; but such monies need not be segregated from
other funds except to the extent required herein or required by law.

         Section 4.12 [RESERVED].

         Section 4.13 REPAYMENT OF MONIES HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to the Bonds,
all monies then held by any Person other than the Indenture Trustee under the
provisions of this Indenture with respect to such Bonds shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.05 and thereupon such Person shall be released from all further
liability with respect to such monies.

         Section 4.14 TEMPORARY BONDS. Pending the preparation of any Definitive
Bonds, the Issuer may execute and upon its written direction, the Indenture
Trustee may authenticate and make available for delivery, temporary Bonds that
are printed, lithographed, typewritten, photocopied or otherwise produced, in
any denomination, substantially of the tenor of the Definitive Bonds in lieu of
which they are issued and with such appropriate insertions,

                                       25
<PAGE>

omissions, substitutions and other variations as the officers executing such
Bonds may determine, as evidenced by their execution of such Bonds.

         If temporary Bonds are issued, the Issuer will cause Definitive Bonds
to be prepared without unreasonable delay. After the preparation of the
Definitive Bonds, the temporary Bonds shall be exchangeable for Definitive Bonds
upon surrender of the temporary Bonds at the office of the Indenture Trustee
located at c/o DTC Transfer Services, 55 Water Street, Jeanette Park Entrance,
New York, New York 10041, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Bonds, the Issuer shall execute and
the Indenture Trustee shall authenticate and make available for delivery, in
exchange therefor, Definitive Bonds of authorized denominations and of like
tenor, class and aggregate principal amount. Until so exchanged, such temporary
Bonds shall in all respects be entitled to the same benefits under this
Indenture as Definitive Bonds.

         Section 4.15 REPRESENTATION REGARDING ERISA. By acquiring a Bond or
interest therein, each Holder of such Bond or Beneficial Owner of any such
interest will be deemed to represent that either (1) it is not acquiring the
Bond with the assets of a Plan or (2) (A) the acquisition and holding of such
Bond will not give rise to a nonexempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code as a result of the Issuer, the Seller, the
Depositor, the Underwriters, the Owner Trustee, the Indenture Trustee, the
Master Servicer, any Subservicer, any other servicer, any administrator, any
provider of credit support, any owner of the Certificates, or any of their
Affiliates being a "Party in Interest" (within the meaning of ERISA) or
Disqualified Person (within the meaning of the Code) with respect to such Holder
or Beneficial Owner that is a Plan and (B) the Bonds are rated investment grade
or better and such person believes that the Bonds are properly treated as
indebtedness without substantial equity features for purposes of the DOL
Regulations, and agrees to so treat the Bonds. Alternatively, regardless of the
rating of the Bonds, such person may provide the Indenture Trustee and the Owner
Trustee with an opinion of counsel, which opinion of counsel will not be at the
expense of the Issuer, the Seller, the Depositor, the Owner Trustee, the
Indenture Trustee, the Master Servicer or any successor servicer which opines
that the purchase, holding and transfer of such Bond or interest therein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Seller, the Depositor, the Owner Trustee, the Indenture
Trustee, the Master Servicer or any successor servicer to any obligation in
addition to those undertaken in the Indenture.


                                       26
<PAGE>


                                   ARTICLE V

                              DEFAULT AND REMEDIES

         Section 5.01 EVENTS OF DEFAULT. The Issuer shall deliver to the
Indenture Trustee, within five days after learning of the occurrence of an Event
of Default, written notice in the form of an Officer's Certificate of any event
which with the giving of notice and the lapse of time would become an Event of
Default under clause (iii) or (iv) of the definition of "Event of Default", its
status and what action the Issuer is taking or proposes to take with respect
thereto. The Indenture Trustee shall not be deemed to have knowledge of any
Event of Default unless a Responsible Officer has actual knowledge thereof or
unless written notice of such Event of Default is received by a Responsible
Officer and such notice references the Bonds, the Trust Estate or this
Indenture.

         Section 5.02 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT. If an
Event of Default should occur and be continuing, then and in every such case the
Indenture Trustee at the written direction of the Holders of Bonds representing
not less than a majority of the aggregate Bond Principal Balance of the Bonds
and not less than a majority of the Notional Amount of the Class A-IO Bonds may
declare the Bonds to be immediately due and payable, by a notice in writing to
the Issuer (and to the Indenture Trustee if such notice is given by
Bondholders), and upon any such declaration the unpaid Bond Principal Balance of
the Bonds, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable.

         At any time after such declaration of acceleration of maturity with
respect to an Event of Default has been made and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, Holders of Bonds representing not less
than a majority of the aggregate Bond Principal Balance of the Bonds and not
less than a majority of the Notional Amount of the Class A-IO Bonds, by written
notice to the Issuer and the Indenture Trustee, may waive the related Event of
Default and rescind and annul such declaration and its consequences if

               (i) the Issuer has paid or deposited with the Indenture Trustee a
          sum sufficient to pay:

                    (A) all payments of principal of and interest on the Bonds
               and all other amounts that would then be due hereunder or upon
               the Bonds if the Event of Default giving rise to such
               acceleration had not occurred; and

                    (B) all sums paid or advanced by the Indenture Trustee
               hereunder and the reasonable compensation, expenses,
               disbursements and advances of the Indenture Trustee and its
               agents and counsel; and

               (ii) all Events of Default, other than the nonpayment of the
          principal of the Bonds that has become due solely by such
          acceleration, have been cured or waived as provided in Section 5.12.



                                       27
<PAGE>

No such rescission shall affect any subsequent default or impair any right
consequent thereto.

         Section 5.03 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
INDENTURE TRUSTEE.

         (a) The Issuer covenants that if (i) default is made in the payment of
any interest on any Bond when the same becomes due and payable, and such default
continues for a period of five days, or (ii) default is made in the payment of
the principal of or any installment of the principal of any Bond when the same
becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee,
at the direction of the Holders of a majority of the aggregate Bond Principal
Balances of the Bonds and a majority of the Notional Amount of the Class A-IO
Bonds, pay to the Indenture Trustee, for the benefit of the Holders of Bonds,
the whole amount then due and payable on the Bonds for principal and interest,
with interest at the applicable Bond Interest Rate upon the overdue principal,
and in addition thereto such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and its agents and
counsel.

         (b) In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an express
trust, subject to the provisions of Section 10.16 hereof, may institute a
Proceeding for the collection of the sums so due and unpaid, and may prosecute
such Proceeding to judgment or final decree, and may enforce the same against
the Issuer or other obligor upon the Bonds and collect in the manner provided by
law out of the property of the Issuer or other obligor the Bonds, wherever
situated, the monies adjudged or decreed to be payable.

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee, subject to the provisions of Section 10.16 hereof may, as more
particularly provided in Section 5.04 hereof, in its discretion, proceed to
protect and enforce its rights and the rights of the Bondholders, by such
appropriate Proceedings as the Indenture Trustee shall deem most effective or as
directed in writing by Holders of a majority of the aggregate Bond Principal
Balances of the Bonds (for which purpose the Class A-IO Bonds will be deemed to
have a Bond Principal Balance equal to 5% of the aggregate Bond Principal
Balance of the other Classes of Bonds) to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy or legal or equitable right vested in the Indenture
Trustee by this Indenture or by law.

         (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Bonds or any Person having or claiming an ownership interest in
the Trust Estate, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Bonds, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee upon the written direction of the
Holders of a majority of the aggregate Bond Principal Balances of the Bonds and
a majority of the Notional Amount of the Class A-IO Bonds, irrespective of
whether the

                                       28
<PAGE>

principal of any Bonds shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:

               (i) to file and prove a claim or claims for the whole amount of
          principal and interest owing and unpaid in respect of the Bonds and to
          file such other papers or documents as may be necessary or advisable
          in order to have the claims of the Indenture Trustee (including any
          claim for reasonable compensation to the Indenture Trustee and each
          predecessor Indenture Trustee, and their respective agents, attorneys
          and counsel, and for reimbursement of all expenses and liabilities
          incurred, and all advances made, by the Indenture Trustee and each
          predecessor Indenture Trustee, except as a result of negligence or bad
          faith), and of the Bondholders allowed in such Proceedings;

               (ii) unless prohibited by applicable law and regulations, to vote
          on behalf of the Holders of Bonds in any election of a trustee, a
          standby trustee or Person performing similar functions in any such
          Proceedings;

               (iii) to collect and receive any monies or other property payable
          or deliverable on any such claims and to distribute all amounts
          received with respect to the claims of the Bondholders and of the
          Indenture Trustee on their behalf, and

               (iv) to file such proofs of claim and other papers or documents
          as may be necessary or advisable in order to have the claims of the
          Indenture Trustee or the Holders of Bonds allowed in any judicial
          proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Bondholders to make
payments to the Indenture Trustee and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Bondholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee.

         (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Bondholder any plan of reorganization, arrangement, adjustment or
composition affecting the Bonds or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Bondholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

         (f) All rights of action and of asserting claims under this Indenture,
or under any of the Bonds, may be enforced by the Indenture Trustee without the
possession of any of the Bonds or the production thereof in any trial or other
Proceedings relative thereto, and any such action or proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an

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<PAGE>

express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys, shall
be for the ratable benefit of the Holders of the Bonds, subject to Section 5.05
hereof.

         (g) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Bonds, and it shall not be necessary to
make any Bondholder a party to any such Proceedings.

         Section 5.04 REMEDIES; PRIORITIES. (a) If an Event of Default shall
have occurred and be continuing and if an acceleration has been declared and not
rescinded pursuant to Section 5.02 hereof, the Indenture Trustee subject to the
provisions of Section 10.16 hereof may, at the written direction of the Holders
of a majority of the aggregate Bond Principal Balances of the Bonds and a
majority of the Notional Amount of the Class A-IO Bonds, do one or more of the
following (subject to Section 5.05 hereof):

               (i) institute Proceedings in its own name and as trustee of an
          express trust for the collection of all amounts then payable on the
          Bonds or under this Indenture with respect thereto, whether by
          declaration or otherwise, enforce any judgment obtained, and collect
          from the Issuer and any other obligor upon such Bonds monies adjudged
          due;

               (ii) institute Proceedings from time to time for the complete or
          partial foreclosure of this Indenture with respect to the Trust
          Estate;

               (iii) exercise any remedies of a secured party under the UCC and
          take any other appropriate action to protect and enforce the rights
          and remedies of the Indenture Trustee and the Holders of the Bonds;
          and

               (iv) sell the Trust Estate or any portion thereof or rights or
          interest therein, at one or more public or private sales called and
          conducted in any manner permitted by law;

PROVIDED, HOWEVER, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, unless (A) the
Indenture Trustee obtains the consent of the Holders of 100% of the aggregate
Bond Principal Balance and 50% of the Notional Amount of the Class A-IO Bonds,
(B) the proceeds of such sale or liquidation distributable to the Holders of the
Bonds are sufficient to discharge in full all amounts then due and unpaid upon
the Bonds for principal and interest or (C) the Indenture Trustee determines
that the Mortgage Loans will not continue to provide sufficient funds for the
payment of principal of and interest on the Bonds as they would have become due
if the Bonds had not been declared due and payable, and the Indenture Trustee
obtains the consent of the Holders of a majority of the aggregate Bond Principal
Balance of the Class A-1 Bonds, Class M Bonds and Class B Bonds and a majority
of the Notional Amount of the Class A-IO Bonds. In determining such sufficiency
or insufficiency with respect to clause (B) and (C), the Indenture Trustee may,
but need not, obtain and rely upon an opinion (obtained at the expense of the
Trust) of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the


                                       30
<PAGE>

sufficiency of the Trust Estate for such purpose. Notwithstanding the foregoing,
so long as an Event of Servicer Termination has not occurred, any Sale of the
Trust Estate shall be made subject to the continued servicing of the Mortgage
Loans by the Master Servicer as provided in the Servicing Agreement.

         (b) If the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out the money or property in the following order:

                  FIRST: to the Indenture Trustee for amounts due under
Section 6.07 hereof;

                  SECOND: to the Bondholders for amounts due and unpaid on the
Bonds (other than Unpaid Interest Shortfalls) with respect to interest, first,
to the Class A-IO Bondholders, second to the Class A-1 Bondholders, third, to
the Class M-1 Bondholders, fourth, to the Class M-2 Bondholders, and fifth, to
the Class B Bondholders, according to the amounts due and payable on the Bonds
for interest;

                  THIRD: to the Bondholders for the amounts due and unpaid on
the Class A-1, Class M Bonds and Class B Bonds with respect to principal, pro
rata, without preference or priority of any kind, until the Bond Principal
Balance of each such Class is reduced to zero;

                  FOURTH: to the Bondholders for amounts due and unpaid on the
Bonds with respect to any related Unpaid Interest Shortfall, first, to the Class
A-1 Bondholders and Class A-IO Bondholders, on a pro rata basis, second, to the
Class M-1 Bondholders, third, to the Class M-2 Bondholders, and fourth, to the
Class B Bondholders, according to the amounts due and payable on the Bonds with
respect thereto, from amounts available in the Trust Estate for the Bondholders;
and

                  FIFTH: to the payment of the remainder,  if any to the
Certificate  Paying Agent on behalf of the Issuer or to any other person
legally entitled thereto.

         The Indenture Trustee may fix a record date and payment date for any
payment to Bondholders pursuant to this Section 5.04. At least 15 days before
such record date, the Indenture Trustee shall mail to each Bondholder a notice
that states the record date, the payment date and the amount to be paid.

         Section 5.05 OPTIONAL PRESERVATION OF THE TRUST ESTATE. If the Bonds
have been declared to be due and payable under Section 5.02 following an Event
of Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, elect to take and maintain possession of
the Trust Estate. It is the desire of the parties hereto and the Bondholders
that there be at all times sufficient funds for the payment of principal of and
interest on the Bonds and other obligations of the Issuer, and the Indenture
Trustee shall take such desire into account when determining whether or not to
take and maintain possession of the Trust Estate. In determining whether to take
and maintain possession of the Trust Estate, the Indenture Trustee may, but need
not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.



                                       31
<PAGE>

         Section 5.06 LIMITATION OF SUITS. No Holder of any Bond shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless and subject to the provisions of Section 10.16 hereof

               (i) such Holder has previously given written notice to the
          Indenture Trustee of a continuing Event of Default;

               (ii) the Holders of not less than 25% of the aggregate Bond
          Principal Balances of the Bonds (for which purpose the Class A-IO
          Bonds will be deemed to have a Bond Principal Balance equal to 5% of
          the aggregate Bond Principal Balance of the other Classes of Bonds)
          have made a written request to the Indenture Trustee to institute such
          Proceeding in respect of such Event of Default in its own name as
          Indenture Trustee hereunder;

               (iii) such Holder or Holders have offered to the Indenture
          Trustee reasonable indemnity against the costs, expenses and
          liabilities to be incurred in complying with such request;

               (iv) the Indenture Trustee for 60 days after its receipt of such
          notice of request and offer of indemnity has failed to institute such
          Proceedings; and

               (v) no direction inconsistent with such written request has been
          given to the Indenture Trustee during such 60-day period by the
          Holders of a majority of the aggregate Bond Principal Balance and a
          majority of the Notional Amount of the Class A-IO Bonds.

It is understood and intended that no one or more Holders of Bonds shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Bonds or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.

         Subject to the last paragraph of Section 5.11 herein, in the event the
Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Holders of Bonds, each representing less
than a majority of the Bond Principal Balances of the Bonds (for which purpose
the Class A-IO Bonds will be deemed to have a Bond Principal Balance equal to 5%
of the aggregate Bond Principal Balance of the other Classes of Bonds), the
Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.

         Section 5.07 UNCONDITIONAL RIGHTS OF BONDHOLDERS TO RECEIVE PRINCIPAL
AND INTEREST. Notwithstanding any other provisions in this Indenture, the Holder
of any Bond shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Bond on or
after the respective due dates thereof expressed in such Bond or in this
Indenture and to institute suit for the enforcement of any such payment, and
such right shall not be impaired without the consent of such Holder.

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<PAGE>

         Section 5.08 RESTORATION OF RIGHTS AND REMEDIES. If the Indenture
Trustee or any Bondholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Bondholder, then and in every such case the Issuer, the
Indenture Trustee and the Bondholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Bondholders shall continue as though no such Proceeding had been
instituted.

         Section 5.09 RIGHTS AND REMEDIES CUMULATIVE. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Bondholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         Section 5.10 DELAY OR OMISSION NOT A WAIVER. No delay or omission of
the Indenture Trustee or any Holder of any Bond to exercise any right or remedy
accruing upon any Event of Default shall impair any such right or remedy or
constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article V or by law to the Indenture
Trustee or to the Bondholders may be exercised from time to time, and as often
as may be deemed expedient, by the Indenture Trustee or by the Bondholders, as
the case may be.

         Section 5.11 CONTROL BY BONDHOLDERS. The Holders of a majority of the
aggregate Bond Principal Balances of the Class A-1 Bonds, Class M Bonds and
Class B Bonds and a majority of the Notional Amount of the Class A-IO Bonds
shall have the right to direct the time, method and place of conducting any
Proceeding for any remedy available to the Indenture Trustee with respect to the
Bonds or exercising any trust or power conferred on the Indenture Trustee;
provided that:

               (i) such direction shall not be in conflict with any rule of law
          or with this Indenture;

               (ii) any direction to the Indenture Trustee to sell or liquidate
          the Trust Estate shall be by Holders of Bonds representing not less
          than 100% of the Bond Principal Balances of the Class A-1 Bonds, Class
          M Bonds and Class B Bonds and 100% of the Notional Amount of the Class
          A-IO Bonds;

               (iii) the Indenture Trustee may take any other action deemed
          proper by the Indenture Trustee that is not inconsistent with such
          direction of the Holders of a majority of the aggregate Bond Principal
          Balances of the Class A-1 Bonds, Class M Bonds and Class B Bonds and a
          majority of the Notional Amount of the Class A-IO Bonds.

Notwithstanding the rights of Bondholders set forth in this Section 5.11, the
Indenture Trustee need not take any action that it determines might involve it
in liability.


                                       33
<PAGE>


         Section 5.12 WAIVER OF PAST DEFAULTS. Prior to the declaration of the
acceleration of the maturity of the Bonds as provided in Section 5.02 hereof,
the Holders of Bonds representing not less than a majority of the aggregate Bond
Principal Balance of the Class A-1 Bonds and Class M Bonds and a majority of the
Notional Amount of the Class A-IO Bonds may waive any past Event of Default and
its consequences except an Event of Default (a) with respect to payment of
principal of or interest on any of the Bonds or (b) in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Bond. In the case of any such waiver, the Issuer, the Indenture
Trustee and the Holders of the Bonds shall be restored to their former positions
and rights hereunder, respectively, but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereto.

         Upon any such waiver, any Event of Default arising therefrom shall be
deemed to have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereto.

         Section 5.13 UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Bond and each Beneficial Owner of any interest
therein by such Holder's or Beneficial Owner's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to (a) any suit instituted by
the Indenture Trustee, (b) any suit instituted by any Bondholder, or group of
Bondholders, in each case holding in the aggregate more than 10% of the Bond
Principal Balances of the Bonds (for which purpose the Class A-IO Bonds will be
deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond
Principal Balance of the other Classes of Bonds) or (c) any suit instituted by
any Bondholder for the enforcement of the payment of principal of or interest on
any Bond on or after the respective due dates expressed in such Bond and in this
Indenture.

         Section 5.14 WAIVER OF STAY OR EXTENSION LAWS. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it shall not
hinder, delay or impede the execution of any power herein granted to the
Indenture Trustee, but will suffer and permit the execution of every such power
as though no such law had been enacted.

         Section 5.15 SALE OF TRUST ESTATE. (a) The power to effect any sale or
other disposition (a "Sale") of any portion of the Trust Estate pursuant to
Section 5.04 hereof is expressly subject to the provisions of Section 5.05
hereof and this Section 5.15. The power to effect any such Sale shall not be
exhausted by any one or more Sales as to any portion of the Trust Estate
remaining unsold, but shall continue unimpaired until the entire Trust Estate
shall have been sold or all amounts payable on the Bonds and under this
Indenture shall have been paid. The Indenture

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<PAGE>

Trustee may from time to time postpone any public Sale by public announcement
made at the time and place of such Sale. The Indenture Trustee hereby expressly
waives its right to any amount fixed by law as compensation for any Sale.

         (b) The Indenture Trustee shall not in any private Sale sell the Trust
Estate, or any portion thereof, unless

               (1) the Holders of all Bonds consent to or direct the Indenture
          Trustee to make, such Sale, or

               (2) the proceeds of such Sale would be not less than the entire
          amount which would be payable to the Bondholders under the Bonds, in
          full payment thereof in accordance with Section 5.02 hereof, on the
          Payment Date next succeeding the date of such Sale, or

               (3) the Indenture Trustee determines that the conditions for
          retention of the Trust Estate set forth in Section 5.05 hereof cannot
          be satisfied (in making any such determination, the Indenture Trustee
          may rely upon an opinion of an Independent investment banking firm
          obtained and delivered as provided in Section 5.05 hereof), and the
          Holders of Bonds representing at least 100% of the Bond Principal
          Balances and 100% of the Notional Amount of the Class A-IO Bonds
          consent to such Sale.

The purchase by the Indenture Trustee of all or any portion of the Trust Estate
at a private Sale shall not be deemed a Sale or other disposition thereof for
purposes of this Section 5.15(b).

         (c) Unless the Holders representing at least 66-2/3% of the Bond
Principal Balances of the Bonds (for which purpose the Class A-IO Bonds will be
deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond
Principal Balance of the other Classes of Bonds) have otherwise consented or
directed the Indenture Trustee, at any public Sale of all or any portion of the
Trust Estate at which a minimum bid equal to or greater than the amount
described in paragraph (2) of subsection (b) of this Section 5.15 has not been
established by the Indenture Trustee and no Person bids an amount equal to or
greater than such amount, the Indenture Trustee, as trustee for the benefit of
the Holders of the Bonds, shall bid an amount at least $1.00 more than the
highest other bid.

         (d) In connection with a Sale of all or any portion of the Trust
Estate,

               (1) any Holder or Holders of Bonds may bid for and purchase the
          property offered for sale, and upon compliance with the terms of sale
          may hold, retain and possess and dispose of such property, without
          further accountability, and may, in paying the purchase money
          therefor, deliver any Bonds or claims for interest thereon in lieu of
          cash up to the amount which shall, upon distribution of the net
          proceeds of such sale, be payable thereon, and such Bonds, in case the
          amounts so payable thereon shall be less than the amount due thereon,
          shall be returned to the Holders thereof after being appropriately
          stamped to show such partial payment;

               (2) the Indenture Trustee may bid for and acquire the property
          offered for Sale in connection with any Sale thereof, and, subject to
          any requirements of, and to the extent

                                       35
<PAGE>

          permitted by, applicable law in connection therewith, may purchase all
          or any portion of the Trust Estate in a private sale, and, in lieu of
          paying cash therefor, may make settlement for the purchase price by
          crediting the gross Sale price against the sum of (A) the amount which
          would be distributable to the Holders of the Bonds and Holders of
          Certificates on the Payment Date next succeeding the date of such Sale
          and (B) the expenses of the Sale and of any Proceedings in connection
          therewith which are reimbursable to it, without being required to
          produce the Bonds in order to complete any such Sale or in order for
          the net Sale price to be credited against such Bonds, and any property
          so acquired by the Indenture Trustee shall be held and dealt with by
          it in accordance with the provisions of this Indenture;

               (3) the Indenture Trustee shall execute and deliver an
          appropriate instrument of conveyance, prepared by the Issuer and
          satisfactory to the Indenture Trustee, transferring its interest in
          any portion of the Trust Estate in connection with a Sale thereof;

               (4) the Indenture Trustee is hereby irrevocably appointed the
          agent and attorney-in-fact of the Issuer to transfer and convey its
          interest in any portion of the Trust Estate in connection with a Sale
          thereof, and to take all action necessary to effect such Sale; and

               (5) no purchaser or transferee at such a Sale shall be bound to
          ascertain the Indenture Trustee's authority, inquire into the
          satisfaction of any conditions precedent or see to the application of
          any monies.

         Section 5.16 ACTION ON BONDS. The Indenture Trustee's right to seek and
recover judgment on the Bonds or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Bondholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any
of the assets of the Issuer. Any money or property collected by the Indenture
Trustee shall be applied in accordance with Section 5.04(b) hereof.

         Section 5.17 PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS. (a)
Promptly following a request from the Indenture Trustee to do so, the Issuer in
its capacity as holder of the Mortgage Loans, shall take all such lawful action
as the Indenture Trustee may request to cause the Issuer to compel or secure the
performance and observance by the Seller and the Master Servicer, as applicable,
of each of their obligations to the Issuer under or in connection with the
Mortgage Loan Sale and Contribution Agreement and the Servicing Agreement, and
to exercise any and all rights, remedies, powers and privileges lawfully
available to the Issuer under or in connection with the Mortgage Loan Sale and
Contribution Agreement and the Servicing Agreement to the extent and in the
manner directed by the Indenture Trustee as pledgee of the Mortgage Loans,
including the transmission of notices of default on the part of the Seller or
the Master Servicer thereunder and the institution of legal or administrative
actions or proceedings to compel or secure performance by the Seller or the
Master Servicer of each of their obligations under the Mortgage Loan Sale and
Contribution Agreement and the Servicing Agreement.

                                       36
<PAGE>

         (b) The Indenture Trustee, as pledgee of the Mortgage Loans, may, and
at the direction (which direction shall be in writing) of the Holders of 66-2/3%
of the Bond Principal Balances of the Bonds (for which purpose the Class A-IO
Bonds will be deemed to have a Bond Principal Balance equal to 5% of the
aggregate Bond Principal Balance of the other Classes of Bonds), shall exercise
all rights, remedies, powers, privileges and claims of the Issuer against the
Seller or the Master Servicer under or in connection with the Mortgage Loan Sale
and Contribution Agreement and the Servicing Agreement, including the right or
power to take any action to compel or secure performance or observance by the
Seller or the Master Servicer, as the case may be, of each of their obligations
to the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Mortgage Loan Sale and Contribution
Agreement and the Servicing Agreement, as the case may be, and any right of the
Issuer to take such action shall not be suspended.

                                       37
<PAGE>


                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

         Section 6.01 DUTIES OF INDENTURE TRUSTEE. (a) If an Event of Default
has occurred and is continuing, the Indenture Trustee shall exercise the rights
and powers vested in it by this Indenture and use the same degree of care and
skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

         (b) Except during the continuance of an Event of Default:

               (i) the Indenture Trustee undertakes to perform such duties and
          only such duties as are specifically set forth in this Indenture and
          no implied covenants or obligations shall be read into this Indenture
          against the Indenture Trustee; and

               (ii) in the absence of bad faith on its part, the Indenture
          Trustee may conclusively rely, as to the truth of the statements and
          the correctness of the opinions expressed therein, upon certificates
          or opinions furnished to the Indenture Trustee and conforming to the
          requirements of this Indenture; however, the Indenture Trustee shall
          examine the certificates and opinions to determine whether or not they
          conform to the requirements of this Indenture.

         (c) The Indenture Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

               (i) this paragraph does not limit the effect of paragraph (b) of
          this Section 6.01;

               (ii) the Indenture Trustee shall not be liable for any error of
          judgment made in good faith by a Responsible Officer unless it is
          proved that the Indenture Trustee was negligent in ascertaining the
          pertinent facts; and

               (iii) the Indenture Trustee shall not be liable with respect to
          any action it takes or omits to take in good faith in accordance with
          a direction received by it from Bondholders or from the Issuer, which
          they are entitled to give under the Basic Documents.

         (d) The Indenture Trustee shall not be liable for interest on any money
received by it except as the Indenture Trustee may agree in writing with the
Issuer.

         (e) Money held in trust by the Indenture Trustee need not be segregated
from other trust funds except to the extent required by law or the terms of this
Indenture or the Trust Agreement.

         (f) No provision of this Indenture shall require the Indenture Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to



                                       38
<PAGE>

believe that repayment of such funds or adequate indemnity against such risk or
liability is not reasonably assured to it.

(g) Every provision of this Indenture relating to the conduct or affecting the
liability of or affording protection to the Indenture Trustee shall be subject
to the provisions of this Section and to the provisions of the TIA.

(h) The Indenture Trustee shall act in accordance with Sections 6.03 and 6.04 of
the Servicing Agreement and shall act as successor to the Master Servicer or
appoint a successor Master Servicer in accordance with Section 6.02 of the
Servicing Agreement.

         Section 6.02 RIGHTS OF INDENTURE TRUSTEE. (a) The Indenture Trustee may
rely on any document believed by it to be genuine and to have been signed or
presented by the proper person. The Indenture Trustee need not investigate any
fact or matter stated in the document.

         (b) Before the Indenture Trustee acts or refrains from acting, it may
require an Officer's Certificate or an Opinion of Counsel. The Indenture Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on an Officer's Certificate or Opinion of Counsel.

         (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee.

         (d) The Indenture Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be authorized or within its
rights or powers; PROVIDED, HOWEVER, that the Indenture Trustee's conduct does
not constitute willful misconduct, negligence or bad faith.

         (e) The Indenture Trustee may consult with counsel, and the advice or
Opinion of Counsel with respect to legal matters relating to this Indenture and
the Bonds shall be full and complete authorization and protection from liability
in respect to any action taken, omitted or suffered by it hereunder in good
faith and in accordance with the advice or opinion of such counsel.

         (f) For the limited purpose of effecting any action to be undertaken by
the Indenture Trustee, but not specifically as a duty of the Indenture Trustee
in the Indenture, the Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder, either directly or by or through
agents, attorneys, custodians or nominees appointed with due care, and shall not
be responsible for any willful misconduct or negligence on the part of any
agent, attorney, custodian or nominee so appointed.

         Section 6.03 INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Bonds and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee, subject to the
requirements of the Trust Indenture Act. Any Bond Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Indenture Trustee
must comply with Sections 6.11 and 6.12 hereof.



                                       39
<PAGE>

         Section 6.04 INDENTURE TRUSTEE'S DISCLAIMER. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Bonds, it shall not be accountable for the
Issuer's use of the proceeds from the Bonds, and it shall not be responsible for
any statement of the Issuer in the Indenture or in any document issued in
connection with the sale of the Bonds or in the Bonds other than the Indenture
Trustee's certificate of authentication.

         Section 6.05 NOTICE OF EVENT OF DEFAULT. Subject to Section 5.01, the
Indenture Trustee shall promptly mail to each Bondholder notice of the Event of
Default after it is known to a Responsible Officer of the Indenture Trustee,
unless such Event of Default shall have been waived or cured. Except in the case
of an Event of Default in payment of principal of or interest on any Bond, the
Indenture Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Bondholders.

         Section 6.06 REPORTS BY INDENTURE TRUSTEE TO HOLDERS AND TAX
ADMINISTRATION. The Indenture Trustee shall deliver to each Bondholder such
information as may be required to enable such holder to prepare its federal and
state income tax returns.

         The Indenture Trustee shall prepare and file (or cause to be prepared
and filed), on behalf of the Owner Trustee, all tax returns (if any) and
information reports, tax elections and such annual or other reports of the
Issuer as are necessary for preparation of tax returns and information reports
as provided in Section 5.03 of the Trust Agreement, including without limitation
Form 1099. All tax returns and information reports shall be signed by the Owner
Trustee as provided in Section 5.03 of the Trust Agreement.

         Section 6.07 COMPENSATION AND INDEMNITY. The Issuer shall pay to the
Indenture Trustee on each Payment Date reasonable compensation for its services.
The amount of the Indenture Trustee Fee shall be paid by the Master Servicer to
the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the
Servicing Agreement and all amounts owing to the Indenture Trustee hereunder
(including amounts owing from the Issuer for indemnification and otherwise) in
excess of such amount shall be paid solely as provided in Section 3.05(d)(v) and
Section 5.04(b) hereof. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to
compensation for its services. Such expenses shall include reasonable
compensation and expenses, disbursements and advances of the Indenture Trustee's
agents, counsel, accountants and experts. The Issuer shall indemnify the
Indenture Trustee against any and all loss, liability or expense (including
attorneys' fees) incurred by it in connection with the administration of this
Trust and the performance of its duties hereunder. The Indenture Trustee shall
notify the Issuer promptly of any claim for which it may seek indemnity. Failure
by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of
its obligations hereunder. The Issuer shall defend any such claim, and the
Indenture Trustee may have separate counsel and the Issuer shall pay the fees
and expenses of such counsel. The Issuer is not obligated to reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Indenture Trustee through the Indenture Trustee's own willful misconduct,
negligence or bad faith.



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<PAGE>

         The Issuer's payment obligations to the Indenture Trustee pursuant to
this Section 6.07 shall survive the discharge of this Indenture and the
termination or resignation of the Indenture Trustee. When the Indenture Trustee
incurs expenses after the occurrence of an Event of Default with respect to the
Issuer, the expenses are intended to constitute expenses of administration under
Title 11 of the United States Code or any other applicable federal or state
bankruptcy, insolvency or similar law.

         Section 6.08 REPLACEMENT OF INDENTURE TRUSTEE. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee
may resign at any time by so notifying the Issuer. The Holders of a majority of
Bond Principal Balances of the Bonds (for which purpose the Class A-IO Bonds
will be deemed to have a Bond Principal Balance equal to 5% of the aggregate
Bond Principal Balance of the other Classes of Bonds) may remove the Indenture
Trustee by so notifying the Indenture Trustee and may appoint a successor
Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

               (i) the Indenture Trustee fails to comply with Section 6.11
          hereof;

               (ii) the Indenture Trustee is adjudged a bankrupt or insolvent;

               (iii) a receiver or other public officer takes charge of the
          Indenture Trustee or its property; or

               (iv) the Indenture Trustee otherwise becomes incapable of acting.

         If the Indenture Trustee resigns or is removed or if a vacancy exists
in the office of the Indenture Trustee for any reason (the Indenture Trustee in
such event being referred to herein as the retiring Indenture Trustee), the
Issuer shall promptly appoint a successor Indenture Trustee.

         A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer. Thereupon, the
resignation or removal of the retiring Indenture Trustee shall become effective,
and the successor Indenture Trustee shall have all the rights, powers and duties
of the Indenture Trustee under this Indenture. The successor Indenture Trustee
shall mail a notice of its succession to Bondholders. The retiring Indenture
Trustee shall promptly transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.

         If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Holders of a majority of Bond Principal
Balances of the Bonds (for which purpose the Class A-IO Bonds will be deemed to
have a Bond Principal Balance equal to 5% of the aggregate Bond Principal
Balance of the other Classes of Bonds) may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.

         Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section, the Issuer's obligations under Section 6.07 shall continue for the
benefit of the retiring Indenture Trustee.

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<PAGE>

         Section 6.09 SUCCESSOR INDENTURE TRUSTEE BY MERGER. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all of its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation, without any further act, shall be the successor Indenture Trustee;
provided, that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11 hereof. The Indenture Trustee shall
provide the Rating Agencies with prior written notice of any such transaction.

         If at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture and any of the Bonds shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee and deliver such Bonds so
authenticated; and if at that time any of the Bonds shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Bonds either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force which it is in the Bonds or in this Indenture provided
that the certificate of the Indenture Trustee shall have.

         Section 6.10 APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE
TRUSTEE. (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust Estate may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part of the Trust Estate, and to
vest in such Person or Persons, in such capacity and for the benefit of the
Bondholders, such title to the Trust Estate, or any part hereof, and, subject to
the other provisions of this Section, such powers, duties, obligations, rights
and trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.11 hereof and notice to the
Bondholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.08 hereof.

         (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

               (i) all rights, powers, duties and obligations conferred or
          imposed upon the Indenture Trustee shall be conferred or imposed upon
          and exercised or performed by the Indenture Trustee and such separate
          trustee or co-trustee jointly (it being understood that such separate
          trustee or co-trustee is not authorized to act separately without the
          Indenture Trustee joining in such act), except to the extent that
          under any law of any jurisdiction in which any particular act or acts
          are to be performed the Indenture Trustee shall be incompetent or
          unqualified to perform such act or acts, in which event such rights,
          powers, duties and obligations (including the holding of title to the
          Trust Estate or any portion thereof in any such jurisdiction) shall be
          exercised and performed singly by such separate trustee or co-trustee,
          but solely at the direction of the Indenture Trustee;



                                       42
<PAGE>

               (ii) no trustee hereunder shall be personally liable by reason of
          any act or omission of any other trustee hereunder; and

               (iii) the Indenture Trustee may at any time accept the
          resignation of or remove any separate trustee or co-trustee.

         (c) Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

         (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee, its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this Indenture on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

         Section 6.11 ELIGIBILITY; DISQUALIFICATION. The Indenture Trustee shall
at all times satisfy the requirements of TIA ss. 310(a). The Indenture Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of condition and it or its parent
shall have a long-term debt rating of Baa3 or better by Moody's and BBB or
better by Standard & Poor's. The Indenture Trustee shall comply with TIA ss.
310(b), including the optional provision permitted by the second sentence of TIA
ss. 310(b)(9); PROVIDED, HOWEVER, that there shall be excluded from the
operation of TIA ss. 310(b)(1) any indenture or indentures under which other
securities of the Issuer are outstanding if the requirements for such exclusion
set forth in TIA ss. 310(b)(1) are met.

         Section 6.12 PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. The
Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). An Indenture Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

         Section 6.13 REPRESENTATIONS AND WARRANTIES. The Indenture Trustee
hereby represents that:

               (i) The Indenture Trustee is duly organized and validly existing
          as an association in good standing under the laws of the United States
          with power and authority to own its properties and to conduct its
          business as such properties are currently owned and such business is
          presently conducted;



                                       43
<PAGE>

               (ii) The Indenture Trustee has the power and authority to execute
          and deliver this Indenture and to carry out its terms; and the
          execution, delivery and performance of this Indenture have been duly
          authorized by the Indenture Trustee by all necessary corporate action;

               (iii) The consummation of the transactions contemplated by this
          Indenture and the fulfillment of the terms hereof do not conflict
          with, result in any breach of any of the terms and provisions of, or
          constitute (with or without notice or lapse of time) a default under,
          the articles of incorporation or bylaws of the Indenture Trustee or
          any agreement or other instrument to which the Indenture Trustee is a
          party or by which it is bound; and

               (iv) To the Indenture Trustee's knowledge, there are no
          proceedings or investigations pending or threatened before any court,
          regulatory body, administrative agency or other governmental
          instrumentality having jurisdiction over the Indenture Trustee or its
          properties: (A) asserting the invalidity of this Indenture (B) seeking
          to prevent the consummation of any of the transactions contemplated by
          this Indenture or (C) seeking any determination or ruling that might
          materially and adversely affect the performance by the Indenture
          Trustee of its obligations under, or the validity or enforceability
          of, this Indenture.

         Section 6.14 DIRECTIONS TO INDENTURE TRUSTEE. The Indenture Trustee is
hereby directed:

         (a) to accept the pledge of the Mortgage Loans and hold the assets of
the Trust Estate in trust for the Bondholders;

         (b) to authenticate and deliver the Bonds substantially in the form
prescribed by Exhibits A-1, A-2 and A-3 to this Indenture in accordance with the
terms of this Indenture; and

         (c) to take all other actions as shall be required to be taken by the
terms of this Indenture.

         Section 6.15 THE AGENTS. The provisions of this Indenture relating to
the limitations of the Indenture Trustee's liability and to its indemnity,
rights and protections shall inure also to the Paying Agent and Bond Registrar.

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<PAGE>


                                  ARTICLE VII

                         BONDHOLDERS' LISTS AND REPORTS

         Section 7.01 ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF
BONDHOLDERS. The Issuer will furnish or cause to be furnished to the Indenture
Trustee (a) not more than five days after each Record Date, a list, in such form
as the Indenture Trustee may reasonably require, of the names and addresses of
the Holders of Bonds as of such Record Date, (b) at such other times as the
Indenture Trustee may request in writing, within 30 days after receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than 10 days prior to the time such list is furnished; PROVIDED, HOWEVER,
that so long as the Indenture Trustee is the Bond Registrar, no such list shall
be required to be furnished to the Indenture Trustee.

         Section 7.02 PRESERVATION OF INFORMATION; COMMUNICATIONS TO
BONDHOLDERS. (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Holders of Bonds
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.01 hereof and the names and addresses of Holders of Bonds received
by the Indenture Trustee in its capacity as Bond Registrar. The Indenture
Trustee may destroy any list furnished to it as provided in such Section 7.01
upon receipt of a new list so furnished.

         (b) Bondholders may communicate pursuant to TIA ss. 312(b) with other
Bondholders with respect to their rights under this Indenture or under the
Bonds.

         (c) The Issuer, the Indenture Trustee and the Bond Registrar shall have
the protection of TIAss.312(c).

         Section 7.03 REPORTS OF ISSUER. (a) Subject to Section 4.07 of the
Servicing Agreement, (i) The Indenture Trustee shall file with the Commission on
behalf of the Issuer, with a copy to the Issuer within 15 days before the Issuer
is required to file the same with the Commission, the annual reports and the
information, documents and other reports (or such portions of any of the
foregoing as the Commission may from time to time by rules and regulations
prescribe) that the Issuer may be required to file with the Commission pursuant
to Section 13 or 15(d) of the Exchange Act;

               (ii) The Indenture Trustee shall file with the Commission, on
          behalf of the Issuer, in accordance with rules and regulations
          prescribed from time to time by the Commission such additional
          information, documents and reports with respect to compliance by the
          Issuer with the conditions and covenants of this Indenture as may be
          required from time to time by such rules and regulations; and

               (iii) The Indenture Trustee shall supply (and the Indenture
          Trustee shall transmit by mail to all Bondholders described in TIA ss.
          313(c)) such summaries of any information, documents and reports
          required to be filed by the Issuer pursuant to clauses (i) and (ii) of
          this Section 7.03(a) and by rules and regulations prescribed from time
          to time by the Commission.

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<PAGE>

         (b) Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall end on December 31 of each year.

         Section 7.04 REPORTS BY INDENTURE TRUSTEE. (a) If required by TIA ss.
313(a), within 60 days after each December 27 beginning with December 27, 2003,
the Indenture Trustee shall mail to each Bondholder as required by TIA ss.
313(c) a brief report dated as of such date that complies with TIA ss. 313(a).
The Indenture Trustee also shall comply with TIA ss. 313(b).

         (b) A copy of each report at the time of its mailing to Bondholders
shall be filed by the Indenture Trustee with the Commission via EDGAR and each
stock exchange, if any, on which the Bonds are listed. The Issuer shall notify
the Indenture Trustee if and when the Bonds are listed on any stock exchange.

         Section 7.05 STATEMENTS TO BONDHOLDERS. (a) With respect to each
Payment Date, the Indenture Trustee shall make available via the Indenture
Trustee's website http://www.corporatetrust.db.com or deliver at the recipient's
option to each Bondholder and each Certificateholder, the Depositor, the Owner
Trustee, the Certificate Paying Agent and each Rating Agency, a statement
setting forth the following information as to the Bonds, to the extent
applicable:

              (i) the aggregate amount of collections with respect to the
         Mortgage Loans;

              (ii) the Available Funds and Net Monthly Excess Cash Flow payable
         to each Class of Bondholders for such Payment Date, and the aggregate
         Unpaid Interest Shortfall on each Class of Bonds for such Payment
         Date;

              (iii) (a) the amount of such distribution to each Class of Class
         A-1 Bonds, Class M Bonds and Class B Bonds applied to reduce the Bond
         Principal Balance thereof, and (b) the aggregate amount included
         therein representing Principal Prepayments;

              (iv) [reserved];

              (v) the amount of such distribution to Holders of each Class of
         Bonds allocable to interest;

              (vi) the amount of such distribution to the Certificates;

              (vii) if the distribution to the Holders of any Class of Bonds is
         less than the full amount that would be distributable to such Holders
         if there were sufficient funds available therefor, the amount of the
         shortfall;

              (viii) the number and the aggregate Stated Principal Balance of
         the Mortgage Loans as of the end of the related Due Period;

              (ix) the aggregate Bond Principal Balance or Notional Amount of
         each Class of Bonds, after giving effect to the amounts distributed on
         such Payment Date,



                                      46
<PAGE>

         separately identifying any reduction thereof due to Realized Losses
         other than pursuant to an actual distribution of principal and the
         aggregate Bond Principal Balance of all of the Class A-1 Bonds, Class
         M Bonds and Class B Bonds after giving effect to the distribution of
         principal on such Payment Date;

              (x) the amount of any Principal Available Funds Shortfalls for
         such Payment Date;

              (xi) the number and aggregate Stated Principal Balances of
         Mortgage Loans (a) as to which the Monthly Payment is delinquent for
         31-60 days, 61-90 days, 91 or more days, respectively, (b) in
         foreclosure and (c) that have become REO Property, in each case as of
         the end of the preceding calendar month;

              (xii) [reserved];

              (xiii) the Overcollateralization Increase Amount,
         Overcollateralization Release Amount, Overcollateralization Target
         Amount and Overcollateralized Amount, if any, in each case as the end
         of the related Payment Date;

              (xiv) the amount of any Advances and Compensating Interest
         payments;

              (xv) the aggregate Realized Losses with respect to the related
         Payment Date and cumulative Realized Losses since the Closing Date;

              (xvi) the number and aggregate Stated Principal Balance of
         Mortgage Loans repurchased pursuant to the Mortgage Loan Sale and
         Contribution Agreement for the related Payment Date and cumulatively
         since the Closing Date;

              (xvii) the Sixty Day Rolling Delinquency Percentage, Ninety Day
         Rolling Delinquency Percentage and Cumulative Losses for such Payment
         Date;

              (xviii) the book value of any REO Property;

              (xix) the amount of any Prepayment Interest Shortfalls or Relief
         Act Shortfalls for such Payment Date;

              (xx) the aggregate Stated Principal Balance of Mortgage Loans
         purchased pursuant to Section 3.18 of the Servicing Agreement for the
         related Payment Date and cumulatively since the Closing Date; and

              (xxi) the amount of any prepayment charges on Principal
         Prepayments paid to the Certificateholders.

         Items (iii) and (v) above shall be presented on the basis of a Bond
having a $1,000 denomination. In addition, by January 31 of each calendar year
following any year during which the Bonds are outstanding, the Indenture Trustee
shall furnish a report to each Bondholder of record if so requested in writing
at any time during each calendar year as to the aggregate of amounts reported
pursuant to (iii), (iv) and (v) with respect to the Bonds for such calendar
year.

                                       47
<PAGE>


         The Indenture Trustee may conclusively rely upon the Remittance Report
provided by the Master Servicer pursuant to Section 4.01 of the Servicing
Agreement in its preparation of its Statement to Bondholders.

                                       48
<PAGE>

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01 Collection of Money. Except as otherwise expressly provided herein,
the Indenture Trustee may demand payment or delivery of, and shall receive and
collect, directly and without intervention or assistance of any fiscal agent or
other intermediary, all money and other property payable to or receivable by the
Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply
all such money received by it as provided in this Indenture. Except as otherwise
expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the
Trust Estate, the Indenture Trustee may take such action as may be appropriate
to enforce such payment or performance, including the institution and
prosecution of appropriate Proceedings. Any such action shall be without
prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.

         Section 8.02 TRUST ACCOUNTS. (a) On or prior to the Closing Date, the
Issuer shall cause the Indenture Trustee to establish and maintain, in the name
of the Indenture Trustee, for the benefit of the Bondholders, the Payment
Account as provided in Section 3.01 hereof.

         (b) All monies deposited from time to time in the Payment Account and
all deposits therein pursuant to this Indenture (other than deposits of any gain
or income on investments thereof) are for the benefit of the Bondholders. Any
loss on any investment made by the Indenture Trustee with funds in the Payment
Account shall be reimbursed immediately to the Trust Estate by the Master
Servicer. All investments made with monies in the Payment Account and the
Certificate Distribution Account including all income or other gain from such
investments shall be for the benefit of and the risk of the Master Servicer.

         (c) On each Payment Date, the Indenture Trustee shall pay itself the
Indenture Trustee Fee for such Payment Date and then the Indenture Trustee shall
distribute all remaining amounts on deposit in the Payment Account to the
Bondholders in respect of the Bonds and to such other persons in the order of
priority set forth in Section 3.05 hereof (except as otherwise provided in
Section 5.04(b) hereof).

         (d) The Indenture Trustee shall invest any funds in the Payment
Account, but only in Eligible Investments, as directed by the Master Servicer,
maturing no later than the Business Day preceding each Payment Date and such
Eligible Investments shall not be sold or disposed of prior to their maturity.

         Section 8.03 OFFICER'S CERTIFICATE. The Indenture Trustee shall receive
at least seven Business Days' notice when requested by the Issuer to take any
action pursuant to Section 8.05(a) hereof, accompanied by copies of any
instruments to be executed, and the Indenture Trustee shall also require, as a
condition to such action, an Officer's Certificate, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding that
all conditions precedent to the taking of such action have been complied with.



                                       49
<PAGE>

         Section 8.04 TERMINATION UPON DISTRIBUTION TO BONDHOLDERS. This
Indenture and the respective obligations and responsibilities of the Issuer and
the Indenture Trustee created hereby shall terminate upon the distribution to
Bondholders, the Certificate Paying Agent on behalf of the Certificateholders
and the Indenture Trustee of all amounts required to be distributed pursuant to
Article III; PROVIDED, HOWEVER, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.

         Section 8.05 RELEASE OF TRUST ESTATE. (a) Subject to the payment of its
fees and expenses, the Indenture Trustee may, and when required by the
provisions of this Indenture shall, execute instruments to release property from
the lien of this Indenture, or convey the Indenture Trustee's interest in the
same, in a manner and under circumstances that are not inconsistent with the
provisions of this Indenture, including for the purposes of any repurchase by
the Master Servicer of a Mortgage Loan pursuant to Section 3.18 of the Servicing
Agreement. No party relying upon an instrument executed by the Indenture Trustee
as provided in Article VIII hereunder shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent,
or see to the application of any monies.

         (b) The Indenture Trustee shall, at such time as (i) there are no Bonds
Outstanding and (ii) all sums due to the Indenture Trustee pursuant to this
Indenture have been paid, release any remaining portion of the Trust Estate that
secured the Bonds from the lien of this Indenture.

         (c) The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.05 only upon receipt of a request from the
Issuer accompanied by an Officers' Certificate and an Opinion of Counsel stating
that all applicable requirements have been satisfied.

         Section 8.06 SURRENDER OF BONDS UPON FINAL PAYMENT. By acceptance of
any Bond, the Holder thereof agrees to surrender such Bond to the Indenture
Trustee promptly, prior to such Bondholder's receipt of the final payment
thereon.

         Section 8.07 OPTIONAL REDEMPTION OF THE BONDS. (a) On or after the
Payment Date in June 2005, the Majority Certificateholder shall have the option
to redeem the Bonds, other than the Class A-IO Bonds, in whole, but not in part,
on any Payment Date on or after the earlier of (i) the 20% Clean-Up Call Date
and (ii) the Payment Date in December 2012. The aggregate redemption price for
the Bonds will be equal to the unpaid Bond Principal Balance of the Bonds as of
the Payment Date on which the proposed redemption will take place in accordance
with the foregoing, together with accrued and unpaid interest thereon at the
applicable Bond Interest Rate through such Payment Date (including any related
Unpaid Interest Shortfall), plus an amount sufficient to pay in full all amounts
owing to the Indenture Trustee under this Indenture (which amounts shall be
specified in writing upon request of the Issuer by the Indenture Trustee).

         (b) In order to exercise the foregoing option, the Issuer shall provide
written notice of its exercise of such option to the Indenture Trustee, the
Owner Trustee and the Master Servicer at least 15 days prior to its exercise.
Following receipt of the notice, the Indenture Trustee shall provide notice to
the Bondholders of the final payment on the Bonds. In addition, the Issuer


                                       50
<PAGE>

shall, not less than one Business Day prior to the proposed Payment Date on
which such redemption is to be made, deposit the aggregate redemption price
specified in (a) above with the Indenture Trustee, who shall deposit the
aggregate redemption price into the Payment Account and shall, on the Payment
Date after receipt of the funds, apply such funds to make final payments of
principal and interest on the Bonds in accordance with Section 3.05(b) and (c)
hereof and payment in full to the Indenture Trustee, and this Indenture shall be
discharged subject to the provisions of Section 4.10 hereof. If for any reason
the amount deposited by the Issuer is not sufficient to make such redemption or
such redemption cannot be completed for any reason, the amount so deposited by
the Issuer with the Indenture Trustee shall be immediately returned to the
Issuer in full and shall not be used for any other purpose or be deemed to be
part of the Trust Estate.


                                       51
<PAGE>


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         Section 9.01 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF BONDHOLDERS.
(a) Without the consent of the Holders of any Bonds but with the prior notice to
the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an
Issuer Request, at any time and from time to time, may enter into one or more
indentures supplemental hereto (which shall conform to the provisions of the TIA
as in force at the date of the execution thereof), in form satisfactory to the
Indenture Trustee, for any of the following purposes:

                  (i) to correct or amplify the description of any property at
         any time subject to the lien of this Indenture, or better to assure,
         convey and confirm unto the Indenture Trustee any property subject or
         required to be subjected to the lien of this Indenture, or to subject
         to the lien of this Indenture additional property;

                  (ii) to evidence the succession, in compliance with the
         applicable provisions hereof, of another person to the Issuer, and the
         assumption by any such successor of the covenants of the Issuer herein
         and in the Bonds contained;

                  (iii) to add to the covenants of the Issuer, for the benefit
         of the Holders of the Bonds, or to surrender any right or power herein
         conferred upon the Issuer;

                  (iv) to convey, transfer, assign, mortgage or pledge any
         property to or with the Indenture Trustee;

                  (v) to cure any ambiguity, to correct or supplement any
         provision herein or in any supplemental indenture that may be
         inconsistent with any other provision herein or in any supplemental
         indenture;

                  (vi) to make any other provisions with respect to matters or
         questions arising under this Indenture or in any supplemental
         indenture; provided, that such action shall not materially and
         adversely affect the interests of the Holders of the Bonds;

                  (vii) to evidence and provide for the acceptance of the
         appointment hereunder by a successor trustee with respect to the Bonds
         and to add to or change any of the provisions of this Indenture as
         shall be necessary to facilitate the administration of the trusts
         hereunder by more than one trustee, pursuant to the requirements of
         Article VI hereof; or

                  (viii) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the TIA or under any similar
         federal statute hereafter enacted and to add to this Indenture such
         other provisions as may be expressly required by the TIA;

PROVIDED, HOWEVER, that no such indenture supplements shall be entered into
unless the Indenture Trustee shall have received an Opinion of Counsel as to the
enforceability of any such indenture supplement and to the effect that (i) such
indenture supplement is permitted hereunder and (ii)


                                       52
<PAGE>

entering into such indenture supplement will not result in a "substantial
modification" of the Bonds under Treasury Regulation Section 1.1001-3 or
adversely affect the status of the Bonds as indebtedness for federal income tax
purposes.

         The Indenture Trustee is hereby authorized to join in the execution of
any such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.

         (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Request, may, also without the consent of any of the Holders of the Bonds but
with the prior notice to the Rating Agencies, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Bonds under this
Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of
Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect
in any material respect the interests of any Bondholder or (iii) if 100% of the
Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject
to an entity level tax for federal income tax purposes.

         Section 9.02 SUPPLEMENTAL INDENTURES WITH CONSENT OF BONDHOLDERS. The
Issuer and the Indenture Trustee, when authorized by an Issuer Request, also
may, with prior notice to the Rating Agencies and, with the consent of the
Holders of not less than a majority of the Bond Principal Balance of each Class
of Bonds (for which purpose the Class A-IO Bonds will be deemed to have a Bond
Principal Balance equal to 5% of the aggregate Bond Principal Balance of the
other Classes of Bonds) affected thereby, by Act (as defined in Section 10.03
hereof) of such Holders delivered to the Issuer and the Indenture Trustee, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that no such
supplemental indenture shall, without the consent of the Holder of each Bond
affected thereby:

                  (i) change the date of payment of any installment of principal
         of or interest on any Bond, or reduce the principal amount thereof or
         the interest rate thereon, change the provisions of this Indenture
         relating to the application of collections on, or the proceeds of the
         sale of, the Trust Estate to payment of principal of or interest on the
         Bonds, or change any place of payment where, or the coin or currency in
         which, any Bond or the interest thereon is payable, or impair the right
         to institute suit for the enforcement of the provisions of this
         Indenture requiring the application of funds available therefor, as
         provided in Article V, to the payment of any such amount due on the
         Bonds on or after the respective due dates thereof;

                  (ii) reduce the percentage of the Bond Principal Balances of
         the Bonds (or equivalent percentage for the Class A-IO Bonds), the
         consent of the Holders of which is required for any such supplemental
         indenture, or the consent of the Holders of which is required for any
         waiver of compliance with certain provisions of this Indenture or
         certain defaults hereunder and their consequences provided for in this
         Indenture;



                                       53
<PAGE>

                  (iii) modify or alter the provisions of the proviso to the
         definition of the term "Outstanding" or modify or alter the exception
         in the definition of the term "Holder";

                  (iv) reduce the percentage of the Bond Principal Balances of
         the Bonds (or equivalent percentage for the Class A-IO Bonds) required
         to direct the Indenture Trustee to direct the Issuer to sell or
         liquidate the Trust Estate pursuant to Section 5.04 hereof;

                  (v) modify any provision of this Section 9.02 except to
         increase any percentage specified herein or to provide that certain
         additional provisions of this Indenture or the Basic Documents cannot
         be modified or waived without the consent of the Holder of each Bond
         affected thereby;

                  (vi) modify any of the provisions of this Indenture in such
         manner as to affect the calculation of the amount of any payment of
         interest or principal due on any Bond on any Payment Date (including
         the calculation of any of the individual components of such
         calculation); or

                  (vii) permit the creation of any lien ranking prior to or on a
         parity with the lien of this Indenture with respect to any part of the
         Trust Estate or, except as otherwise permitted or contemplated herein,
         terminate the lien of this Indenture on any property at any time
         subject hereto or deprive the Holder of any Bond of the security
         provided by the lien of this Indenture;

and PROVIDED, FURTHER, that such action shall not, as evidenced by an Opinion of
Counsel, cause the Issuer (if 100% of the Certificates are not owned by IMH
Assets Corp.) to be subject to an entity level tax.

         Any such action shall not adversely affect in any material respect the
interest of any Holder (other than a Holder who shall consent to such
supplemental indenture) as evidenced by an Opinion of Counsel (provided by the
Person requesting such supplemental indenture) delivered to the Indenture
Trustee.

         It shall not be necessary for any Act of Bondholders under this Section
9.02 to approve the particular form of any proposed supplemental indenture, but
it shall be sufficient if such Act shall approve the substance thereof.

         Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee
shall mail to the Holders of the Bonds to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

         Section 9.03 EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be



                                       54
<PAGE>

entitled to receive, and subject to Sections 6.01 and 6.02 hereof, shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Indenture Trustee may, but shall not be obligated to, enter into
any such supplemental indenture that affects the Indenture Trustee's own rights,
duties, liabilities or immunities under this Indenture or otherwise.

         Section 9.04 EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Bonds affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Bonds
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

         Section 9.05 CONFORMITY WITH TRUST INDENTURE ACT. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

         Section 9.06 REFERENCE IN BONDS TO SUPPLEMENTAL INDENTURES. Bonds
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Bonds so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Bonds.



                                       55
<PAGE>


                                   ARTICLE X

                                  MISCELLANEOUS

         Section 10.01 COMPLIANCE CERTIFICATES AND OPINIONS, ETC. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee (i) an Officer's Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with and (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with, except
that, in the case of any such application or request as to which the furnishing
of such documents is specifically required by any provision of this Indenture,
no additional certificate or opinion need be furnished.

         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (i) a statement that each signatory of such certificate or
         opinion has read or has caused to be read such covenant or condition
         and the definitions herein relating thereto;

                  (ii) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (iii) a statement that, in the opinion of each such signatory,
         such signatory has made such examination or investigation as is
         necessary to enable such signatory to express an informed opinion as to
         whether or not such covenant or condition has been complied with;

                  (iv) a statement as to whether, in the opinion of each such
         signatory, such condition or covenant has been complied with; and

                  (v) if the signatory of such certificate or opinion is
         required to be Independent, the statement required by the definition of
         the term "Independent".

         (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 10.01 (a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days prior to such deposit) to the
Issuer of the Collateral or other property or securities to be so deposited and
a report from a nationally recognized accounting firm verifying such value.

                  (ii) Whenever the Issuer is required to furnish to the
         Indenture Trustee an Officer's Certificate certifying or stating the
         opinion of any signer thereof as to the matters described in clause (i)
         above, the Issuer shall also deliver to the Indenture Trustee



                                       56
<PAGE>

         an Independent Certificate from a nationally recognized accounting firm
         as to the same matters, if the fair value of the securities to be so
         deposited and of all other such securities made the basis of any such
         withdrawal or release since the commencement of the then current fiscal
         year of the Issuer, as set forth in the certificates delivered pursuant
         to clause (i) above and this clause (ii), is 10% or more of the Bond
         Principal Balances of the Bonds, but such a certificate need not be
         furnished with respect to any securities so deposited, if the fair
         value thereof as set forth in the related Officer's Certificate is less
         than $25,000 or less than one percent of the Bond Principal Balances of
         the Bonds.

                  (iii) Whenever any property or securities are to be released
         from the lien of this Indenture, the Issuer shall also furnish to the
         Indenture Trustee an Officer's Certificate certifying or stating the
         opinion of each person signing such certificate as to the fair value
         (within 90 days prior to such release) of the property or securities
         proposed to be released and stating that in the opinion of such person
         the proposed release will not impair the security under this Indenture
         in contravention of the provisions hereof.

                  (iv) Whenever the Issuer is required to furnish to the
         Indenture Trustee an Officer's Certificate certifying or stating the
         opinion of any signer thereof as to the matters described in clause
         (iii) above, the Issuer shall also furnish to the Indenture Trustee an
         Independent Certificate as to the same matters if the fair value of the
         property or securities and of all other property or securities released
         from the lien of this Indenture since the commencement of the
         then-current calendar year, as set forth in the certificates required
         by clause (iii) above and this clause (iv), equals 10% or more of the
         Bond Principal Balances of the Bonds, but such certificate need not be
         furnished in the case of any release of property or securities if the
         fair value thereof as set forth in the related Officer's Certificate is
         less than $25,000 or less than one percent of the then Bond Principal
         Balances of the Bonds.

         Section 10.02 FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

         Any certificate or opinion of an Authorized Officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his certificate or
opinion is based are erroneous. Any such certificate of an Authorized Officer or
Opinion of Counsel may be based, insofar as it relates to factual matters, upon
a certificate or opinion of, or representations by, an officer or officers of
the Seller or the Issuer, stating that the information with respect to such
factual matters is in the possession of the Seller or the Issuer, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.



                                       57
<PAGE>

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

         Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.

         Section 10.03 ACTS OF BONDHOLDERS. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Bondholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Bondholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Indenture Trustee, and,
where it is hereby expressly required, to the Issuer. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Bondholders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01 hereof) conclusive in favor of the Indenture
Trustee and the Issuer, if made in the manner provided in this Section 10.03
hereof.

         (b) The fact and date of the execution by any person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

         (c) The ownership of Bonds shall be proved by the Bond Registrar.

         (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Bonds shall bind the Holder of every
Bond issued upon the registration thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Bond.

         Section 10.04 NOTICES ETC., TO INDENTURE TRUSTEE, ISSUER AND RATING
AGENCIES. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Bondholders or other documents provided or permitted by this Indenture
shall be in writing and if such request, demand, authorization, direction,
notice, consent, waiver or act of Bondholders is to be made upon, given or
furnished to or filed with:

                  (i) the Indenture Trustee by any Bondholder or by the Issuer
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or



                                       58
<PAGE>

         with the Indenture Trustee at the Corporate Trust Office. The Indenture
         Trustee shall promptly transmit any notice received by it from the
         Bondholders to the Issuer; or

                  (ii) the Issuer by the Indenture Trustee or by any Bondholder
         shall be sufficient for every purpose hereunder if in writing and
         mailed first-class, postage prepaid to the Issuer addressed to: Impac
         CMB Trust Series 2002-9F, in care of Wilmington Trust Company, Rodney
         Square North, 1100 North Market Street, Wilmington, Delaware
         19990-0001, Attention: Corporate Trust Administration, or at any other
         address previously furnished in writing to the Indenture Trustee by the
         Issuer. The Issuer shall promptly transmit any notice received by it
         from the Bondholders to the Indenture Trustee.

         Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, mailed first-class
postage prepaid, to (i) in the case of Moody's, at the following address:
Moody's Investors Service, Inc., Residential Mortgage Monitoring Department, 99
Church Street, New York, New York 10007, (ii) in the case of Standard & Poor's,
at the following address: Standard & Poor's, 55 Water Street, 41st Floor, New
York, New York 10041, Attention of Asset Backed Surveillance Department, and
(iii) in the case of Fitch Ratings, One State Street, 30th Floor, New York, New
York 10004; or as to each of the foregoing, at such other address as shall be
designated by written notice to the other parties.

         Section 10.05 NOTICES TO BONDHOLDERS; WAIVER. Where this Indenture
provides for notice to Bondholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Bondholder affected by such
event, at such Person's address as it appears on the Bond Register, not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Bondholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Bondholder shall affect the sufficiency of such notice with
respect to other Bondholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given regardless of
whether such notice is in fact actually received.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Bondholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

         In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Bondholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.



                                       59
<PAGE>

         Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute an Event of
Default.

         Section 10.06 CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

         The provisions of TIA ss.ss. 310 through 317 that impose duties on any
Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

         Section 10.07 EFFECT OF HEADINGS. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.

         Section 10.08 SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture and the Bonds by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

         Section 10.09 SEPARABILITY. In case any provision in this Indenture or
in the Bonds shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         Section 10.10 [RESERVED].

         Section 10.11 LEGAL HOLIDAYS. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Bonds or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

         Section 10.12 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 10.13 COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         Section 10.14 RECORDING OF INDENTURE. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
at its expense (which may be counsel to the Indenture Trustee or any other
counsel reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Bondholders or any other




                                       60
<PAGE>

Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

         Section 10.15 ISSUER OBLIGATION. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Bonds or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

         Section 10.16 NO PETITION. The Indenture Trustee, by entering into this
Indenture, and each Bondholder, by accepting a Bond, hereby covenant and agree
that they will not at any time prior to one year from the date of termination
hereof, institute against the Depositor or the Issuer, or join in any
institution against the Depositor or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Bonds, this Indenture or any
of the Basic Documents.

         Section 10.17 INSPECTION. The Issuer agrees that, at its expense, on
reasonable prior notice, it shall permit any representative of the Indenture
Trustee, during the Issuer's normal business hours, to examine all the books of
account, records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent certified
public accountants, and to discuss the Issuer's affairs, finances and accounts
with the Issuer's officers, employees, and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. The Indenture Trustee shall cause its representatives to hold in
confidence all such information except to the extent disclosure may be required
by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.




                                       61
<PAGE>





         IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
their names to be signed hereto by their respective officers thereunto duly
authorized, all as of the day and year first above written.

                                   IMPAC CMB TRUST SERIES 2002-9F, as Issuer
                                   Wilmington Trust Company, not in its
                                   individual capacity but solely as
                                   Owner Trustee


                                   By /s/ Kathleen A. Pedelini
                                     -------------------------------------------
                                   Name:  Kathleen A. Pedelini
                                   Title: Financial Services Officer



                                   DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                   as Indenture Trustee


                                   By /s/ James F. Noriega
                                     -------------------------------------------
                                   Name:  James F. Noriega
                                   Title: Associate



                                   By /s/ Ronaldo Reyes
                                     -------------------------------------------
                                   Name:  Ronaldo Reyes
                                   Title: Associate


<PAGE>


6




STATE OF CALIFORNIA     )
                        ) ss.:
COUNTY OF ORANGE        )

         On this 27th day of December 2002, before me personally appeared James
F. Noriega to me known, who being by me duly sworn, did depose and say, that he
is an Associate of the Indenture Trustee, one of the corporations described in
and which executed the above instrument; and that he signed his name thereto by
like order.

                                  Notary Public



                                  _______________________________________
                                  NOTARY PUBLIC

[NOTARIAL SEAL]


<PAGE>


STATE OF CALIFORNIA     )
                        ) ss.:
COUNTY OF ORANGE        )

         On this 27th day of December 2002, before me personally appeared
Ronaldo Reyes to me known, who being by me duly sworn, did depose and say, that
he is an Associate of the Indenture Trustee, one of the corporations described
in and which executed the above instrument; and that he signed his name thereto
by like order.

                                  Notary Public



                                  _______________________________________
                                  NOTARY PUBLIC


[NOTARIAL SEAL]


<PAGE>


6




STATE OF DELAWARE          )
                           ) ss.:
COUNTY OF NEW CASTLE       )

         On this 27th day of December, 2002, before me personally appeared
Kathleen A. Pedelini to me known, who being by me duly sworn, did depose and
say, that she resides at Wilmington Trust Company and is a Financial Services
Officer of the Owner Trustee, one of the corporations described in and which
executed the above instrument; and that she signed her name thereto by like
order.

                                  Notary Public



                                  _______________________________________
                                  NOTARY PUBLIC




[NOTARIAL SEAL]



<PAGE>



                                   EXHIBIT A-1
                         FORM OF CLASS [A-1][A-IO] BONDS

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS BOND OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

THIS BOND IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS BOND.

[PRINCIPAL OF THIS BOND IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL OF THIS BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.]



<PAGE>


                         IMPAC CMB TRUST SERIES 2002-9F
                        COLLATERALIZED ASSET-BACKED BONDS
                                CLASS [A-1][A-IO]


AGGREGATE [BOND PRINCIPAL                         BOND INTEREST
BALANCE][NOTIONAL AMOUNT]:                        RATE: ______%
$_________________________

INITIAL [BOND PRINCIPAL                           BOND NO. ___
BALANCE][NOTIONAL AMOUNT] OF THIS
BOND: $___________________

PERCENTAGE INTEREST: _______%                     CUSIP NO. ______________


         Impac CMB Trust Series 2002-9F (the "Issuer"), a Delaware statutory
trust, for value received, hereby promises to pay to Cede & Co. or registered
assigns, the principal sum of _____________________________ ($____________) in
monthly installments on the twenty-fifth day of each month or, if such day is
not a Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in January 2003 and ending on or before the Payment Date occurring in
[________ 2033]June 2005 (the "Final Scheduled Payment Date") and to pay
interest on the [Bond Principal Balance][Notional Amount] of this Bond (this
"Bond") outstanding from time to time as provided below.

         This Bond is one of a duly authorized issue of the Issuer's
Collateralized Asset-Backed Bonds, Series 2002-9F (the "Bonds"), issued under an
Indenture dated as of December 27, 2002 (the "Indenture"), between the Issuer
and Deutsche Bank National Trust Company, as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights thereunder of the
Issuer, the Indenture Trustee, and the Holders of the Bonds and the terms upon
which the Bonds are to be authenticated and delivered. All terms used in this
Bond which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.

         Payments of [principal and] interest on this Bond will be made on each
Payment Date to the Bondholder of record as of the related Record Date. [The
"Bond Principal Balance" of a Bond as of any date of determination is equal to
the initial Bond Principal Balance thereof, reduced by the aggregate of all
amounts previously paid with respect to such Bond on account of principal and
the aggregate amount of cumulative Realized Losses allocated to such Bond on all
prior Payment Dates.][The "Notional Amount" of this Bond, immediately prior to
the related Payment Date, for the January 2003 Payment Date through the December
2003 is $25,000,000, for the January 2004 Payment Date through the June 2004
Payment Date, $22,000,000, for the July 2004 Payment Date through the December
2004 Payment Date, $20,000,000, for the January 2005 Payment Date through the
June 2005 Payment Date, $17,000,000, and for each Payment Date thereafter, $0.]



                                     A-1-2
<PAGE>

         The [principal of, and] interest on, this Bond [are][is] due and
payable as described in the Indenture, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts. All payments made by the Issuer with respect to this
Bond shall be equal to this Bond's pro rata share of the aggregate payments on
all Class [A-1][A-IO] Bonds as described above, and shall be applied as
[between] interest [and principal] as provided in the Indenture. [In addition,
any payments received by the Indenture Trustee in respect of the Seller
Guarantee shall be paid to the Holders of this Bond pursuant to Section 3.28 of
the Indenture.]

         All [principal and] interest accrued on the Bonds, if not previously
paid, will become finally due and payable at the Final Scheduled Payment Date.

         On or after the Payment Date in June 2005, the Bonds, other than the
Class A-IO Bonds, are subject to redemption in whole, but not in part, by the
Majority Certificateholder on any Payment Date on or after the earlier of (i)
the 20% Clean-Up Call Date and (ii) the Payment Date in December 2012.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Bonds except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Bonds. The assets included in the
Trust Estate will be the sole source of payments on the Class A Bonds, and each
Holder hereof, by its acceptance of this Bond, agrees that (i) such Bond will be
limited in right of payment to amounts available from the Trust Estate as
provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, IMH Assets Corp., Impac
Mortgage Holdings, Inc., the Master Servicer or any of their respective
affiliates, or to the assets of any of the foregoing entities, except the assets
of the Issuer pledged to secure the Class A Bonds pursuant to the Indenture and
the rights conveyed to the Issuer under the Indenture.

         Any payment of principal or interest payable on this Bond which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Bond is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Bond Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Bond, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Bond delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All reductions in the principal amount of a Bond (or
one or more Predecessor Bonds) effected by payments of principal made on any
Payment Date shall be binding upon all Holders of this Bond and of any bond
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, whether or not such payment is noted on such Bond. The final
payment of this Bond shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the Corporate Trust Office or the office or
agency of the Issuer maintained by it for such purpose pursuant to Section 3.02
of the Indenture.



                                     A-1-3
<PAGE>

         Subject to the foregoing provisions, each Bond delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Bond shall carry the right to unpaid [principal and] interest that were
carried by such other Bond.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Bonds, the Bonds may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs [prior to the payment of the entire unpaid
Bond Principal Balance of the Bonds], the amount payable to the Holder of this
Bond will be equal to [the sum of the unpaid Bond Principal Balance of the
Bonds, together with] accrued and unpaid interest [thereon][on the Notional
Amount] as described in the Indenture. The Indenture provides that,
notwithstanding the acceleration of the maturity of the Bonds, under certain
circumstances specified therein, all amounts collected as proceeds of the Trust
Estate securing the Bonds or otherwise shall continue to be applied to payments
of [principal of and] interest on the Bonds as if they had not been declared due
and payable.

         The failure to pay any Unpaid Interest Shortfall at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

         The Holder of this Bond or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring the Bond with the assets
of a Plan or (2) (A) the acquisition and holding of a Bond will not give rise to
a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code as a result of the Issuer, the Seller, the Depositor, any Underwriter,
the Owner Trustee, the Indenture Trustee, the Master Servicer, any Subservicer,
any other servicer, any administrator, any provider of credit support, any owner
of the Certificates, or any of their Affiliates being a "Party in Interest"
(within the meaning of ERISA) or Disqualified Person (within the meaning of the
Code) with respect to such Holder or Beneficial Owner that is a Plan and (B) the
Bonds are rated investment grade or better and such person believes that the
Bonds are properly treated as indebtedness without substantial equity features
for purposes of the DOL Regulations, and agrees to so treat the Bonds.
Alternatively, regardless of the rating of the Bonds, such person may provide
the Indenture Trustee and the Owner Trustee with an opinion of counsel, which
opinion of counsel will not be at the expense of the Issuer, the Seller, the
Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer or any
successor servicer which opines that the purchase, holding and transfer of such
Bond or interest therein is permissible under applicable law, will not
constitute or result in a non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Issuer, the Seller, the
Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer or any
successor servicer to any obligation in addition to those undertaken in the
Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Bond may be registered on the Bond Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Bond at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Bonds


                                     A-1-4
<PAGE>

of any authorized denominations and of a like aggregate initial [Bond Principal
Balance][Notional Amount], will be issued to the designated transferee or
transferees.

         Prior to the due presentment for registration of transfer of this Bond,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Bond is registered as the owner
of such Bond (i) on the applicable Record Date for the purpose of making
payments and interest of such Bond, and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Bond be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Bonds under the Indenture at any
time by the Issuer and the Holders of a majority of all Bonds at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Bonds representing specified percentages of the aggregate Bond Principal Balance
of the Bonds on behalf of the Holders of all the Bonds, to waive any past
Default under the Indenture and its consequences. Any such waiver by the Holder,
at the time of the giving thereof, of this Bond (or any one or more Predecessor
Bonds) shall bind the Holder of every Bond issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not notation
of such consent or waiver is made upon such Bond. The Indenture also permits the
Issuer and the Indenture Trustee to amend or waive certain terms and conditions
set forth in the Indenture without the consent of the Holders of the Bonds
issued thereunder.

         Initially, the Bonds will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for the Bonds. The
Bonds will be delivered by the clearing agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. The Bonds
are exchangeable for a like aggregate initial [Bond Principal Balance][Notional
Amount] of Bonds of different authorized denominations, as requested by the
Holder surrendering same.

         Unless the Certificate of Authentication herein has been executed by
the Indenture Trustee by manual signature, this Bond shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS BOND AND THE INDENTURE CREATING THIS
BOND SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.




                                     A-1-5
<PAGE>




         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: December 27, 2002


                                           IMPAC CMB TRUST SERIES 2002-9F

                                           BY:      WILMINGTON TRUST COMPANY,
                                                    not in its individual
                                                    capacity but solely in its
                                                    capacity as Owner Trustee

                                           By:      ____________________________
                                                    Authorized Signatory


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class [A-1][A-IO] Bonds referred to in the within-mentioned
Indenture.

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee

By:_____________________________________
         Authorized Signatory




                                     A-1-6
<PAGE>



                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Bond, shall be construed as though they were written out in full
according to applicable laws or regulations:


<TABLE>
<CAPTION>
<S>                                       <C>
               TEN COM            --      as tenants in common
               TEN ENT            --      as tenants by the entireties
               JT TEN             --      as  joint  tenants  with  right  of  survivorship  and  not as
                                          tenants in common
      UNIF GIFT MIN ACT           --      __________Custodian _________________________________________
                                              (Cust)                            (Minor)

                                          under Uniform Gifts to Minor Act
                                          _____________________
                                               (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.




                                     A-1-7
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

         PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

                    _________________________________________
                    _________________________________________
                    _________________________________________
 (Please print or typewrite name and address, including zip code, of assignee)



________________________________________________________________________________
the within Bond and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________ attorney to transfer said Bond on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated:______________________           _________________________________________

Signature Guaranteed by __________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Bond in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.





                                     A-1-8
<PAGE>



                                   EXHIBIT A-2

                         FORM OF CLASS [M-1][M-2] BONDS

THIS BOND IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A BONDS [AND CLASS
M-1 BONDS] AS DESCRIBED IN THE INDENTURE.

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS BOND OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

THIS BOND IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS BOND.

PRINCIPAL OF THIS BOND IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL OF THIS BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.




                                     A-2-1
<PAGE>


                         IMPAC CMB TRUST SERIES 2002-9F
                        COLLATERALIZED ASSET-BACKED BONDS
                                  CLASS M-[__]


AGGREGATE BOND PRINCIPAL                            BOND INTEREST
BALANCE:                                            RATE: ______%
$_________________________

INITIAL BOND PRINCIPAL                              BOND NO. ___
BALANCE OF THIS BOND:
$___________________

PERCENTAGE INTEREST: _______%                       CUSIP NO. ______________

         Impac CMB Trust Series 2002-9F (the "Issuer"), a Delaware statutory
trust, for value received, hereby promises to pay to Cede & Co. or registered
assigns, the principal sum of ______________________________ ($___________) in
monthly installments on the twenty-fifth day of each month or, if such day is
not a Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in January 2003 and ending on or before the Payment Date occurring in
[_______] 2033 (the "Final Scheduled Payment Date") and to pay interest on the
Bond Principal Balance of this Bond (this "Bond") outstanding from time to time
as provided below.

         This Bond is one of a duly authorized issue of the Issuer's
Collateralized Asset-Backed Bonds, Series 2002-9F (the "Bonds"), issued under an
Indenture dated as of December 27, 2002 (the "Indenture"), between the Issuer
and Deutsche Bank National Trust Company, as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights thereunder of the
Issuer, the Indenture Trustee, and the Holders of the Bonds and the terms upon
which the Bonds are to be authenticated and delivered. All terms used in this
Bond which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.

         Payments of principal and interest on this Bond will be made on each
Payment Date to the Bondholder of record as of the related Record Date. The
"Bond Principal Balance" of a Bond as of any date of determination is equal to
the initial Bond Principal Balance thereof, reduced by the aggregate of all
amounts previously paid with respect to such Bond on account of principal and
the aggregate amount of cumulative Realized Losses allocated to such Bond on all
prior Payment Dates.

         The principal of, and interest on, this Bond are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Bond shall
be equal to this Bond's pro rata share of the aggregate payments on all



                                     A-2-2
<PAGE>

Class M-[__] Bonds as described above, and shall be applied as between interest
and principal as provided in the Indenture.

         All principal and interest accrued on the Bonds, if not previously
paid, will become finally due and payable at the Final Scheduled Payment Date.

         On or after the Payment Date in June 2005, the Bonds, other than the
Class A-IO Bonds, are subject to redemption in whole, but not in part, by the
Majority Certificateholder on any Payment Date on or after the earlier of (i)
the 20% Clean-Up Call Date and (ii) the Payment Date in December 2012.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Bonds except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Bonds. The assets included in the
Trust Estate will be the sole source of payments on the Class M Bonds, and each
Holder hereof, by its acceptance of this Bond, agrees that (i) such Bond will be
limited in right of payment to amounts available from the Trust Estate as
provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, IMH Assets Corp., Impac
Mortgage Holdings, Inc., the Master Servicer or any of their respective
affiliates, or to the assets of any of the foregoing entities, except the assets
of the Issuer pledged to secure the Class M Bonds pursuant to the Indenture and
the rights conveyed to the Issuer under the Indenture.

         Any payment of principal or interest payable on this Bond which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Bond is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Bond Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Bond, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Bond delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All reductions in the principal amount of a Bond (or
one or more Predecessor Bonds) effected by payments of principal made on any
Payment Date shall be binding upon all Holders of this Bond and of any bond
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, whether or not such payment is noted on such Bond. The final
payment of this Bond shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the Corporate Trust Office or the office or
agency of the Issuer maintained by it for such purpose pursuant to Section 3.02
of the Indenture.

         Subject to the foregoing provisions, each Bond delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Bond shall carry the right to unpaid principal and interest that were
carried by such other Bond.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Bonds, the Bonds may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Bond Principal Balance of the Bonds, the amount payable to the



                                     A-2-3
<PAGE>

Holder of this Bond will be equal to the sum of the unpaid Bond Principal
Balance of the Bonds, together with accrued and unpaid interest thereon as
described in the Indenture. The Indenture provides that, notwithstanding the
acceleration of the maturity of the Bonds, under certain circumstances specified
therein, all amounts collected as proceeds of the Trust Estate securing the
Bonds or otherwise shall continue to be applied to payments of principal of and
interest on the Bonds as if they had not been declared due and payable.

         The failure to pay any Unpaid Interest Shortfall at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

         The Holder of this Bond or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring the Bond with the assets
of a Plan; or (2) (A) the acquisition and holding of a Bond will not give rise
to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code as a result of the Issuer, the Seller, the Depositor, the
Underwriters, the Owner Trustee, the Indenture Trustee, the Master Servicer, any
Subservicer, any other servicer, any administrator, any provider of credit
support, any owner of the Certificates, or any of their Affiliates being a
"Party in Interest" (within the meaning of ERISA) or Disqualified Person (within
the meaning of the Code) with respect to such Holder or Beneficial Owner that is
a Plan and (B) the Bonds are rated investment grade or better and such person
believes that the Bonds are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Bonds. Alternatively, regardless of the rating of the Bonds, such person may
provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
which opinion of counsel will not be at the expense of the Issuer, the Seller,
the Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer or
any successor servicer which opines that the purchase, holding and transfer of
such Bond or interest therein is permissible under applicable law, will not
constitute or result in a non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Issuer, the Seller, the
Depositor, the Owner Trustee, the Indenture Trustee, the Master Servicer or any
successor servicer to any obligation in addition to those undertaken in the
Indenture..

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Bond may be registered on the Bond Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Bond at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Bonds
of any authorized denominations and of a like aggregate initial Bond Principal
Balance, will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Bond,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Bond is registered as the owner
of such Bond (i) on the applicable Record Date for the purpose of making
payments and interest of such Bond, and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Bond be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.



                                     A-2-4
<PAGE>

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Bonds under the Indenture at any
time by the Issuer and the Holders of a majority of all Bonds at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Bonds representing specified percentages of the aggregate Bond Principal Balance
of the Bonds on behalf of the Holders of all the Bonds, to waive any past
Default under the Indenture and its consequences. Any such waiver by the Holder,
at the time of the giving thereof, of this Bond (or any one or more Predecessor
Bonds) shall bind the Holder of every Bond issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not notation
of such consent or waiver is made upon such Bond. The Indenture also permits the
Issuer and the Indenture Trustee to amend or waive certain terms and conditions
set forth in the Indenture without the consent of the Holders of the Bonds
issued thereunder.

         Initially, the Bonds will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for the Bonds. The
Bonds will be delivered by the clearing agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. The Bonds
are exchangeable for a like aggregate initial Bond Principal Balance of Bonds of
different authorized denominations, as requested by the Holder surrendering
same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Bond shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS BOND AND THE INDENTURE CREATING THIS
BOND SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.




                                     A-2-5
<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: December 27, 2002


                                           IMPAC CMB TRUST SERIES 2002-9F

                                           BY:      WILMINGTON TRUST COMPANY,
                                                    not in its individual
                                                    capacity but solely in its
                                                    capacity as Owner Trustee

                                           By:      ____________________________
                                                    Authorized Signatory


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class M-[__] Bonds referred to in the within-mentioned
Indenture.

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee

By:_____________________________________
         Authorized Signatory




                                     A-2-6
<PAGE>



                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Bond, shall be construed as though they were written out in full
according to applicable laws or regulations:


<TABLE>
<CAPTION>
<S>                                       <C>
               TEN COM            --      as tenants in common
               TEN ENT            --      as tenants by the entireties
               JT TEN             --      as  joint  tenants  with  right  of  survivorship  and  not as
                                          tenants in common
      UNIF GIFT MIN ACT           --      __________Custodian _________________________________________
                                              (Cust)                            (Minor)

                                          under Uniform Gifts to Minor Act
                                          _____________________
                                               (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.




                                     A-2-7
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

         PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

                    _________________________________________
                    _________________________________________
                    _________________________________________
 (Please print or typewrite name and address, including zip code, of assignee)



________________________________________________________________________________
the within Bond and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________ attorney to transfer said Bond on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated:______________________           _________________________________________

Signature Guaranteed by __________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Bond in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.



                                     A-2-8

<PAGE>


                                   EXHIBIT A-3

                              FORM OF CLASS B BONDS

THIS BOND IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A BONDS AND CLASS M
BONDS AS DESCRIBED IN THE INDENTURE.

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY BOND ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS BOND OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

THIS BOND IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS BOND.

PRINCIPAL OF THIS BOND IS PAYABLE OVER TIME AS SET FORTH HEREIN. ACCORDINGLY,
THE OUTSTANDING PRINCIPAL OF THIS BOND AT ANY TIME MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE HEREOF.




                                     A-2-9
<PAGE>


                         IMPAC CMB TRUST SERIES 2002-9F
                        COLLATERALIZED ASSET-BACKED BONDS
                                     CLASS B


AGGREGATE BOND PRINCIPAL                                BOND INTEREST
BALANCE:                                                RATE: ______%
$_________________________

INITIAL BOND PRINCIPAL                                  BOND NO. ___
BALANCE OF THIS BOND:
$___________________

PERCENTAGE INTEREST: _______%                           CUSIP NO. ______________

         Impac CMB Trust Series 2002-9F (the "Issuer"), a Delaware statutory
trust, for value received, hereby promises to pay to Cede & Co. or registered
assigns, the principal sum of ______________________________ ($___________) in
monthly installments on the twenty-fifth day of each month or, if such day is
not a Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in January 2003 and ending on or before the Payment Date occurring in
[_______] 2033 (the "Final Scheduled Payment Date") and to pay interest on the
Bond Principal Balance of this Bond (this "Bond") outstanding from time to time
as provided below.

         This Bond is one of a duly authorized issue of the Issuer's
Collateralized Asset-Backed Bonds, Series 2002-9F (the "Bonds"), issued under an
Indenture dated as of December 27, 2002 (the "Indenture"), between the Issuer
and Deutsche Bank National Trust Company, as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights thereunder of the
Issuer, the Indenture Trustee, and the Holders of the Bonds and the terms upon
which the Bonds are to be authenticated and delivered. All terms used in this
Bond which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.

         Payments of principal and interest on this Bond will be made on each
Payment Date to the Bondholder of record as of the related Record Date. The
"Bond Principal Balance" of a Bond as of any date of determination is equal to
the initial Bond Principal Balance thereof, reduced by the aggregate of all
amounts previously paid with respect to such Bond on account of principal and
the aggregate amount of cumulative Realized Losses allocated to such Bond on all
prior Payment Dates.

         The principal of, and interest on, this Bond are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Bond shall
be equal to this Bond's pro rata share of the aggregate payments on all



                                     A-2-10
<PAGE>

Class B Bonds as described above, and shall be applied as between interest and
principal as provided in the Indenture.

         All principal and interest accrued on the Bonds, if not previously
paid, will become finally due and payable at the Final Scheduled Payment Date.

         On or after the Payment Date in June 2005, the Bonds, other than the
Class A-IO Bonds, are subject to redemption in whole, but not in part, by the
Majority Certificateholder on any Payment Date on or after the earlier of (i)
the 20% Clean-Up Call Date and (ii) the Payment Date in December 2012.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Bonds except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Bonds. The assets included in the
Trust Estate will be the sole source of payments on the Class B Bonds, and each
Holder hereof, by its acceptance of this Bond, agrees that (i) such Bond will be
limited in right of payment to amounts available from the Trust Estate as
provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, IMH Assets Corp., Impac
Mortgage Holdings, Inc., the Master Servicer or any of their respective
affiliates, or to the assets of any of the foregoing entities, except the assets
of the Issuer pledged to secure the Class B Bonds pursuant to the Indenture and
the rights conveyed to the Issuer under the Indenture.

         Any payment of principal or interest payable on this Bond which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Bond is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Bond Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Bond, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Bond delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All reductions in the principal amount of a Bond (or
one or more Predecessor Bonds) effected by payments of principal made on any
Payment Date shall be binding upon all Holders of this Bond and of any bond
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, whether or not such payment is noted on such Bond. The final
payment of this Bond shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the Corporate Trust Office or the office or
agency of the Issuer maintained by it for such purpose pursuant to Section 3.02
of the Indenture.

         Subject to the foregoing provisions, each Bond delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Bond shall carry the right to unpaid principal and interest that were
carried by such other Bond.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Bonds, the Bonds may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Bond Principal Balance of the Bonds, the amount payable to the



                                     A-2-11
<PAGE>

Holder of this Bond will be equal to the sum of the unpaid Bond Principal
Balance of the Bonds, together with accrued and unpaid interest thereon as
described in the Indenture. The Indenture provides that, notwithstanding the
acceleration of the maturity of the Bonds, under certain circumstances specified
therein, all amounts collected as proceeds of the Trust Estate securing the
Bonds or otherwise shall continue to be applied to payments of principal of and
interest on the Bonds as if they had not been declared due and payable.

         The failure to pay any Unpaid Interest Shortfall at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

         The Holder of this Bond or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring the Bond with the assets
of a Plan; or (2) (A) the acquisition and holding of a Bond will not give rise
to a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975
of the Code as a result of the Issuer, the Seller, the Depositor, the
Underwriters, the Owner Trustee, the Indenture Trustee, the Master Servicer, any
Subservicer, any other servicer, any administrator, any provider of credit
support, any owner of the Certificates, or any of their Affiliates being a
"Party in Interest" (within the meaning of ERISA) or Disqualified Person (within
the meaning of the Code) with respect to such Holder or Beneficial Owner that is
a Plan.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Bond may be registered on the Bond Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Bond at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Bonds
of any authorized denominations and of a like aggregate initial Bond Principal
Balance, will be issued to the designated transferee or transferees.

         Prior to the due presentment for registration of transfer of this Bond,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Bond is registered as the owner
of such Bond (i) on the applicable Record Date for the purpose of making
payments and interest of such Bond, and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Bond be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Bonds under the Indenture at any
time by the Issuer and the Holders of a majority of all Bonds at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Bonds representing specified percentages of the aggregate Bond Principal Balance
of the Bonds on behalf of the Holders of all the Bonds, to waive any past
Default under the Indenture and its consequences. Any such waiver by the Holder,
at the time of the giving thereof, of this Bond (or any one or more Predecessor
Bonds) shall bind the Holder of every Bond issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not notation
of such consent or waiver is made upon such Bond. The Indenture also permits the


                                     A-2-12
<PAGE>

Issuer and the Indenture Trustee to amend or waive certain terms and conditions
set forth in the Indenture without the consent of the Holders of the Bonds
issued thereunder.

         Initially, the Bonds will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for the Bonds. The
Bonds will be delivered by the clearing agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. The Bonds
are exchangeable for a like aggregate initial Bond Principal Balance of Bonds of
different authorized denominations, as requested by the Holder surrendering
same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Bond shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS BOND AND THE INDENTURE CREATING THIS
BOND SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.




                                     A-2-13
<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: December 27, 2002


                                           IMPAC CMB TRUST SERIES 2002-9F

                                           BY:      WILMINGTON TRUST COMPANY,
                                                    not in its individual
                                                    capacity but solely in its
                                                    capacity as Owner Trustee

                                           By:      ____________________________
                                                    Authorized Signatory


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class B Bonds referred to in the within-mentioned Indenture.

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee

By:_____________________________________
         Authorized Signatory





                                     A-2-14
<PAGE>



                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Bond, shall be construed as though they were written out in full
according to applicable laws or regulations:


<TABLE>
<CAPTION>
<S>                                       <C>
               TEN COM            --      as tenants in common
               TEN ENT            --      as tenants by the entireties
               JT TEN             --      as  joint  tenants  with  right  of  survivorship  and  not as
                                          tenants in common
      UNIF GIFT MIN ACT           --      __________Custodian _________________________________________
                                              (Cust)                            (Minor)

                                          under Uniform Gifts to Minor Act
                                          _____________________
                                               (State)
</TABLE>

     Additional abbreviations may also be used though not in the above list.





                                     A-2-15
<PAGE>


                                   ASSIGNMENT
                                   ----------

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto

         PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

                    _________________________________________
                    _________________________________________
                    _________________________________________
 (Please print or typewrite name and address, including zip code, of assignee)



________________________________________________________________________________
the within Bond and all rights thereunder, and hereby irrevocably constitutes
and appoints ________________________ attorney to transfer said Bond on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated:______________________           _________________________________________

Signature Guaranteed by __________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Bond in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.






                                     A-2-16
<PAGE>


                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                             (provided upon request)



                                      B-1

<PAGE>


                                    EXHIBIT C

                          FORM OF INITIAL CERTIFICATION

                                                    _____________, 200_


[Issuer]

[Master Servicer]

Attention:  Impac CMB Trust Series 2002-9F

                  Re:      Indenture dated as of December 27, 2002, between
                           Impac CMB Trust Series 2002-9F and Deutsche Bank
                           National Trust Company
                           ------------------------------------------------

Ladies and Gentlemen:

                  In accordance with Section 2.03(a) of the above-captioned
Indenture, and Section 2.1(b)(i)-(v) of the Mortgage Loan Sale and Contribution
Agreement, dated as of December 27, 2002 between Impac Mortgage Holdings, Inc.
(formerly known as Imperial Credit Mortgage Holdings, Inc.) and Impac Funding
Corporation (formerly known as ICI Funding Corporation) (the "MLSCA"; and
together with the Indenture, the "Agreements"), the undersigned, as Indenture
Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the
exception report attached hereto) it has reviewed the Mortgage File and the
Mortgage Loan Schedule and has determined that: (i) all documents required to be
included in the Mortgage File are in its possession; (ii) such documents have
been reviewed by it and appear regular on their face and relate to such Mortgage
Loan; and (iii) based on examination by it, and only as to such documents, the
information set forth in items (iii) and (v) of the definition or description of
"Mortgage Loan Schedule" is correct.

                  The Indenture Trustee has made no independent examination of
any documents contained in each Mortgage File beyond the review specifically
required in the above-referenced Agreements. The Indenture Trustee makes no
representation that any documents specified in clause (v) of Section 2.1 (b) of
the MLSCA should be included in any Mortgage File. The Indenture Trustee makes
no representations as to and shall not be responsible to verify: (i) the
validity, legality, sufficiency, enforceability, due authorization,
recordability or genuineness of any of the documents contained in each Mortgage
File of any of the Mortgage Loans identified on the Mortgage Loan Schedule, (ii)
the collectability, insurability, effectiveness or suitability of any such
Mortgage Loan, or (iii) the existence of any assumption, modification, written
assurance or substitution agreement with respect to any Mortgage File if no such
documents appear in the Mortgage File delivered to the Indenture Trustee.


                                      C-1

<PAGE>


                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Indenture.

                                                 DEUTSCHE BANK NATIONAL
                                                 TRUST COMPANY,
                                                 as Indenture Trustee



                                                 By:____________________________
                                                    Name:
                                                    Title:



                                      C-1


<PAGE>



                                    EXHIBIT D

                           FORM OF FINAL CERTIFICATION

                                                     ___________ , 200__


[Issuer]

[Master Servicer]

Attention:  Impac CMB Trust Series 2002-9F

                  Re:      Indenture, dated as of December 27, 2002, between
                           Impac CMB Trust Series 2002-9F and Deutsche Bank
                           National Trust Company
                           -------------------------------------------------

Ladies and Gentlemen:

                  In accordance with Section 2.03(b) of the above-captioned
Indenture, and Section 2.1(b) of the Mortgage Loan Sale and Contribution
Agreement, dated as of December 27, 2002, between Impac Mortgage Holdings, Inc.
(formerly known as Imperial Credit Mortgage Holdings, Inc.) and Impac Funding
Corporation (formerly known as ICI Funding Corporation) (the "MLSCA"; and
together with the Indenture, the "Agreements"), the undersigned, as Indenture
Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the
exception report attached hereto) it has received the documents set forth in
Section 2.1(b) of the MLSCA.

                  The Indenture Trustee has made no independent examination of
any documents contained in each Mortgage File beyond the review specifically
required in the Agreements. The Indenture Trustee makes no representation that
any documents specified in clause (v) of Section 2.1 (b) should be included in
any Mortgage File. The Indenture Trustee makes no representations as to and
shall not be responsible to verify: (i) the validity, legality, sufficiency,
enforceability, due authorization, recordability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or (iii) the existence of
any assumption, modification, written assurance or substitution agreement with
respect to any Mortgage File if no such documents appear in the Mortgage File
delivered to the Indenture Trustee.



                                      D-1

<PAGE>


                  Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Indenture.

                                             DEUTSCHE BANK NATIONAL
                                             TRUST COMPANY,
                                             as Indenture Trustee


                                             By:________________________________
                                                Name:
                                                Title:



                                      D-2


                                     A-2-17
<PAGE>



                                    EXHIBIT E

                                SELLER GUARANTEE





                                      G-1



<PAGE>



                                    EXHIBIT F

                        SPECIAL CERTIFICATE CAP CONTRACT





                                      H-1