Unassociated Document


     

    Exhibit
      4.3

    
 

    
      	 


    

    


    IMH
      ASSETS CORP.

     

    as
      Depositor

     

    [NAME
      OF
      OWNER TRUSTEE],

     

    as
      Owner
      Trustee

     

    and

     

    [________________________________],

     

    as
      Certificate Registrar, Indenture Trustee and Certificate Paying
      Agent

     

    


     

    
      	 	 	 


    

    


    


    TRUST
      AGREEMENT

     

    Dated
      as
      of __________________

     

    
      	 	 	 


    

    


    


    Trust
      Certificates,

    Series
      200_-_

     

    


    
      	 


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

        
        

      

    



    Table
      of Contents

     

    Section

    
      
        	
                ARTICLE
                  I

              
	 	 
	
                Definitions

              
	 
	
                Section
                  1.01.

              	
                Definitions

              
	
                Section
                  1.02.

              	
                Other
                  Definitional Provisions.

              
	 
	
                ARTICLE
                  II

              
	 	 
	
                Organization

              
	 
	
                Section
                  2.01.

              	
                Name

              
	
                Section
                  2.02.

              	
                Office

              
	
                Section
                  2.03.

              	
                Purposes
                  and Powers

              
	
                Section
                  2.04.

              	
                Appointment
                  of Owner Trustee

              
	
                Section
                  2.05.

              	
                Initial
                  Capital Contribution of Owner Trust Estate

              
	
                Section
                  2.06.

              	
                Declaration
                  of Trust

              
	
                Section
                  2.07.

              	
                Liability
                  of the Holders of the Certificates

              
	
                Section
                  2.08.

              	
                Title
                  to Trust Property

              
	
                Section
                  2.09.

              	
                Situs
                  of Trust

              
	
                Section
                  2.10.

              	
                Representations
                  and Warranties of the Depositor

              
	
                Section
                  2.11.

              	
                Payment
                  of Trust Fees

              
	
                Section
                  2.12.

              	
                Investment
                  Company

              
	
                Section
                  2.13.

              	
                Transfer
                  of Trust Estate to Owner Trustee

              
	 	 
	
                ARTICLE
                  III

              
	 	 
	
                Conveyance
                  of the Mortgage Loans; Certificates

              
	 
	
                Section
                  3.01.

              	
                Conveyance
                  of the Mortgage Loans

              
	
                Section
                  3.02.

              	
                Initial
                  Ownership

              
	
                Section
                  3.03.

              	
                The
                  Certificates

              
	
                Section
                  3.04.

              	
                Authentication
                  of Certificates

              
	
                Section
                  3.05.

              	
                Registration
                  of and Limitations on Transfer and Exchange of
                  Certificates

              
	
                Section
                  3.06.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates

              
	
                Section
                  3.07.

              	
                Persons
                  Deemed Certificateholders

              
	
                Section
                  3.08.

              	
                Access
                  to List of Certificateholders’ Names and Addresses

              
	
                Section
                  3.09.

              	
                Maintenance
                  of Office or Agency

              
	
                Section
                  3.10.

              	
                Certificate
                  Paying Agent

              
	 	 
	
                ARTICLE
                  IV

              
	 	 
	
                Authority
                  and Duties of Owner Trustee

              
	 
	
                Section
                  4.01.

              	
                General
                  Authority

              
	
                Section
                  4.02.

              	
                General
                  Duties

              
	
                Section
                  4.03.

              	
                Action
                  upon Instruction

              
	
                Section
                  4.04.

              	
                No
                  Duties Except as Specified under Specified Documents or in
                  Instructions

              
	
                Section
                  4.05.

              	
                Restrictions

              
	
                Section
                  4.06.

              	
                Prior
                  Notice to Certificateholders with Respect to Certain
                  Matters

              
	
                Section
                  4.07.

              	
                Action
                  by Certificateholders with Respect to Certain Matters

              
	
                Section
                  4.08.

              	
                Action
                  by Certificateholders with Respect to Bankruptcy

              
	
                Section
                  4.09.

              	
                Restrictions
                  on Certificateholders’ Power

              
	
                Section
                  4.10.

              	
                Majority
                  Control

              
	
                Section
                  4.11.

              	
                Optional
                  Redemption

              
	 	 
	
                ARTICLE
                  V

              
	 	 
	
                Application
                  of Trust Funds

              
	 
	
                Section
                  5.01.

              	
                Distributions

              
	
                Section
                  5.02.

              	
                Method
                  of Payment

              
	
                Section
                  5.03.

              	
                Tax
                  Returns

              
	
                Section
                  5.04.

              	
                Statements
                  to Certificateholders

              
	 	 
	
                ARTICLE
                  VI

              
	 	 
	
                Concerning
                  the Owner Trustee

              
	 
	
                Section
                  6.01.

              	
                Acceptance
                  of Trusts and Duties

              
	
                Section
                  6.02.

              	
                Furnishing
                  of Documents

              
	
                Section
                  6.03.

              	
                Representations
                  and Warranties

              
	
                Section
                  6.04.

              	
                Reliance;
                  Advice of Counsel

              
	
                Section
                  6.05.

              	
                Not
                  Acting in Individual Capacity

              
	
                Section
                  6.06.

              	
                Owner
                  Trustee Not Liable for Certificates or Related
                  Documents

              
	
                Section
                  6.07.

              	
                Owner
                  Trustee May Own Certificates and Bonds

              
	
                Section
                  6.08.

              	
                Payments
                  from Owner Trust Estate

              
	
                Section
                  6.09.

              	
                Doing
                  Business in Other Jurisdictions

              
	
                Section
                  6.10.

              	
                Liability
                  of Certificate Registrar and Certificate Paying Agent

              
	 	 
	
                ARTICLE
                  VII

              
	 	 
	
                Compensation
                  of Owner Trustee

              
	 
	
                Section
                  7.01.

              	
                Owner
                  Trustee’s Fees and Expenses

              
	
                Section
                  7.02.

              	
                Indemnification

              
	 
	
                ARTICLE
                  VIII

              
	 	 
	
                Termination
                  of Trust Agreement

              
	 
	
                Section
                  8.01.

              	
                Termination
                  of Trust Agreement

              
	 
	
                ARTICLE
                  IX

              
	 	 
	
                Successor
                  Owner Trustees and Additional Owner Trustees

              
	 
	
                Section
                  9.01.

              	
                Eligibility
                  Requirements for Owner Trustee

              
	
                Section
                  9.02.

              	
                Replacement
                  of Owner Trustee

              
	
                Section
                  9.03.

              	
                Successor
                  Owner Trustee

              
	
                Section
                  9.04.

              	
                Merger
                  or Consolidation of Owner Trustee

              
	
                Section
                  9.05.

              	
                Appointment
                  of Co Trustee or Separate Trustee

              
	 	 
	
                ARTICLE
                  X

              
	 	 
	
                Miscellaneous

              
	 
	
                Section
                  10.01.

              	
                Amendments

              
	
                Section
                  10.02.

              	
                No
                  Legal Title to Owner Trust Estate

              
	
                Section
                  10.03.

              	
                Limitations
                  on Rights of Others

              
	
                Section
                  10.04.

              	
                Notices

              
	
                Section
                  10.05.

              	
                Severability

              
	
                Section
                  10.06.

              	
                Separate
                  Counterparts

              
	
                Section
                  10.07.

              	
                Successors
                  and Assigns

              
	
                Section
                  10.08.

              	
                No
                  Petition

              
	
                Section
                  10.09.

              	
                No
                  Recourse

              
	
                Section
                  10.10.

              	
                Headings

              
	
                Section
                  10.11.

              	
                GOVERNING
                  LAW

              
	
                Section
                  10.12.

              	
                Integration

              


      

       

    

     

    EXHIBITS

     

    Exhibit
      A
      - Form of Certificate

    Exhibit
      B
      - Certificate of Trust of [NAME OF TRUST]

    Exhibit
      C
      - Form of Rule 144A Investment Representation

    Exhibit
      D
      - Form of Certificate of Non-Foreign Status

    Exhibit
      E
      - Form of Investment Letter

    Exhibit
      F
      - Form of Transferor Certificate

    Exhibit
      G
      - Form of ERISA Letter

     

    This
      Trust Agreement, dated as of _____________________ (as amended from time to
      time, this “Trust Agreement”), among IMH Assets Corp., a California corporation,
      as depositor (the “Depositor”), ___________________, a Delaware banking
      corporation, as owner trustee (the “Owner Trustee”), and _____________________,
      as certificate registrar (in such capacity, the “Certificate Registrar”),
      indenture trustee (in such capacity, the “Indenture Trustee”) and certificate
      paying agent (in such capacity, the “Certificate Paying Agent”).

     

    WITNESSETH
      THAT:

     

    In
      consideration of the mutual agreements herein contained, the Depositor and
      the
      Owner Trustee agree as follows:

     

    ARTICLE
      I


    Definitions

     

    Section
      1.01.  Definitions.
      For all
      purposes of this Trust Agreement, 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 Appendix A
      to
      the Indenture, dated _________________, between [NAME OF TRUST] Series 200_-_,
      as Issuing Entity, and _____________________, as Indenture Trustee, which is
      incorporated by reference herein. All other capitalized terms used herein shall
      have the meanings specified herein.

     

    Section
      1.02.  Other
      Definitional Provisions.

     

    (a)  The
      terms
      defined in this Trust Agreement shall have the defined meanings when used in
      any
      certificate or other document made or delivered pursuant hereto unless otherwise
      defined therein.

     

    (b)  As
      used
      in this Trust Agreement and in any certificate or other document made or
      delivered pursuant hereto or thereto, accounting terms not defined in this
      Trust
      Agreement or in any such certificate or other document, and accounting terms
      partly defined in this Trust Agreement or in any such certificate or other
      document to the extent not defined, shall have the respective meanings given
      to
      them under generally accepted accounting principles. To the extent that the
      definitions of accounting terms in this Trust Agreement or in any such
      certificate or other document are inconsistent with the meanings of such terms
      under generally accepted accounting principles, the definitions contained in
      this Trust Agreement or in any such certificate or other document shall
      control.

     

    (c)  The
      words
“hereof,” “herein,” “hereunder” and words of similar import when used in this
      Trust Agreement shall refer to this Trust Agreement as a whole and not to any
      particular provision of this Trust Agreement; Article, Section and Exhibit
      references contained in this Trust Agreement are references to Articles,
      Sections and Exhibits in or to this Trust Agreement unless otherwise specified;
      and the term “including” shall mean “including without limitation”.

     

    (d)  The
      definitions contained in this Trust Agreement are applicable to the singular
      as
      well as the plural forms of such terms and to the masculine as well as to the
      feminine and neuter genders of such terms.

     

    (e)  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.

     

    ARTICLE
      II


    Organization

     

    Section
      2.01.  Name.
      The
      trust created hereby (the “Trust”) shall be known as “[NAME OF TRUST] Series
      200_-_”, in which name the Owner Trustee may conduct the business of the Trust,
      make and execute contracts and other instruments on behalf of the Trust and
      sue
      and be sued.

     

    Section
      2.02.  Office.
      The
      office of the Trust shall be in care of the Owner Trustee at the Corporate
      Trust
      Office or at such other address in Delaware as the Owner Trustee may designate
      by written notice to the Certificateholders and the Depositor.

     

    Section
      2.03.  Purposes
      and Powers.
      The
      purpose of the Trust is to engage in the following activities:

     

    (i)  to
      issue
      the Bonds pursuant to the Indenture and the Certificates pursuant to this Trust
      Agreement and to sell the Bonds and the Certificates;

     

    (ii)  to
      pay
      the organizational, start-up and transactional expenses of the
      Trust;

     

    (iii)  to
      assign, grant, transfer, pledge and convey the Mortgage Loans pursuant to the
      Indenture and to hold, manage and distribute to the Certificateholder pursuant
      to Section 5.01 herein, any portion of the Mortgage Loans released from the
      Lien
      of, and remitted to the Trust pursuant to the Indenture;

     

    (iv)  to
      enter
      into and perform its obligations under the Basic Documents to which it is to
      be
      a party;

     

    (v)  if
      directed by holders of Certificates representing more than 50% of the beneficial
      interests in the Trust, sell the Trust Estate subsequent to the discharge of
      the
      Indenture, all for the benefit of the holders of the Certificates;

     

    (vi)  to
      engage
      in those activities, including entering into agreements, that are necessary,
      suitable or convenient to accomplish the foregoing or are incidental thereto
      or
      connected therewith; and

     

    (vii)  subject
      to compliance with the Basic Documents, to engage in such other activities
      as
      may be required in connection with conservation of the Owner Trust Estate and
      the making of distributions to the Certificateholder and the
      Bondholders.

     

    The
      Trust
      is hereby authorized to engage in the foregoing activities. The Trust shall
      not
      engage in any activity other than in connection with the foregoing or other
      than
      as required or authorized by the terms of this Trust Agreement or the Basic
      Documents.

     

    Section
      2.04.  Appointment
      of Owner Trustee.
      The
      Depositor hereby appoints the Owner Trustee as trustee of the Trust effective
      as
      of the date hereof, to have all the rights, powers and duties set forth
      herein.

     

    Section
      2.05.  Initial
      Capital Contribution of Owner Trust Estate.
      The
      Depositor hereby sells, assigns, transfers, conveys and sets over to the Trust,
      as of the date hereof, the sum of $1. The Owner Trustee hereby acknowledges
      receipt in trust from the Depositor, as of the date hereof, of the foregoing
      contribution, which shall constitute the initial corpus of the Trust and shall
      be deposited in the Certificate Distribution Account. The Owner Trustee also
      acknowledges on behalf of the Trust the receipt in trust of the Mortgage Loans,
      the rights with respect to the Derivative Contracts and the Special Certificate
      Cap Contract and the rights with respect to the representations and warranties
      made by the Seller under the Mortgage Loan Purchase Agreement which shall
      constitute the Owner Trust Estate.

     

    Section
      2.06.  Declaration
      of Trust.
      The
      Owner Trustee hereby declares that it shall hold the Owner Trust Estate in
      trust
      upon and subject to the conditions set forth herein for the use and benefit
      of
      the Certificateholders, subject to the obligations of the Trust under the Basic
      Documents. It is the intention of the parties hereto that the Trust constitute
      a
“statutory trust” under the Statutory Trust Statute and that this Trust
      Agreement constitute the governing instrument of such statutory trust. It is
      the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Trust (A) shall not be treated as (i) an
      association subject separately to taxation as a corporation, (ii) a “publicly
      traded partnership” as defined in Treasury Regulation Section 1.7704-1 or (iii)
      a “taxable mortgage pool” as defined in Section 7701(i) of the Code, (B) shall,
      as of the Closing Date, be disregarded as a separate entity (and if at any
      other
      time the Trust Certificates are held by more than one person for federal income
      tax purposes, shall be treated as a partnership), and (C) that each Class of
      Bonds shall be debt, and the provisions of this Agreement shall be interpreted
      to further this intention. Except as otherwise provided in this Trust Agreement,
      the rights of the Certificateholder will be those of equity owners of the Trust.
      Effective as of the date hereof, the Owner Trustee shall have all rights, powers
      and duties set forth herein and in the Statutory Trust Statute with respect
      to
      accomplishing the purposes of the Trust.

     

    Section
      2.07.  Liability
      of the Holders of the Certificates.
      The
      Holders of the Certificates shall be jointly and severally liable directly
      to
      and shall indemnify any injured party for all losses, claims, damages,
      liabilities and expenses of the Trust and the Owner Trustee (including Expenses,
      to the extent not paid out of the Owner Trust Estate); provided, however, that
      the Holders of the Certificates shall not be liable for payments required to
      be
      made on the Bonds or the Certificates, or for any losses incurred by a
      Certificateholder in the capacity of an investor in the Certificates or a
      Bondholder in the capacity of an investor in the Bonds. The Holders of the
      Certificates shall be liable for and shall promptly pay any entity level taxes
      imposed on the Trust. In addition, any third party creditors of the Trust (other
      than in connection with the obligations described in the second preceding
      sentence for which the Holders of the Certificates shall not be liable) shall
      be
      deemed third party beneficiaries of this paragraph. The obligations of the
      Holders of the Certificates under this paragraph shall be evidenced by the
      Certificates.

     

    Section
      2.08.  Title
      to Trust Property.
      Except
      with respect to the Mortgage Loans, which will be assigned of record to the
      Indenture Trustee pursuant to the Indenture, legal title to the Owner Trust
      Estate shall be vested at all times in the Trust as a separate legal entity
      except where applicable law in any jurisdiction requires title to any part
      of
      the Owner Trust Estate to be vested in a trustee or trustees, in which case
      title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or
      a
      separate trustee, as the case may be.

     

    Section
      2.09.  Situs
      of Trust.
      The
      Trust will be located and administered in the State of Delaware. All bank
      accounts maintained by the Owner Trustee on behalf of the Trust shall be located
      in the State of __________.
      The
      Trust shall not have any employees in any state other than Delaware; provided,
      however, that nothing herein shall restrict or prohibit the Owner Trustee from
      having employees within or without the State of __________ or taking actions
      outside the State of __________ in order to comply with Section 2.03. Payments
      will be received by the Trust only in Delaware, New York, __________, __________
      or __________, and payments will be made by the Trust only from Delaware, New
      York or __________. The only office of the Trust will be at the Corporate Trust
      Office in Delaware.

     

    Section
      2.10.  Representations
      and Warranties of the Depositor.
      The
      Depositor hereby represents and warrants to the Owner Trustee that:

     

    (i)  The
      Depositor is duly organized and validly existing as a corporation in good
      standing under the laws of the State of California, 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.

     

    (ii)  The
      Depositor is duly qualified to do business as a foreign corporation in good
      standing and has obtained all necessary licenses and approvals in all
      jurisdictions in which the ownership or lease of its property or the conduct
      of
      its business shall require such qualifications and in which the failure to
      so
      qualify would have a material adverse effect on the business, properties, assets
      or condition (financial or other) of the Depositor.

     

    (iii)  The
      Depositor has the power and authority to execute and deliver this Trust
      Agreement and to carry out its terms; the Depositor has full power and authority
      to convey and assign the property to be conveyed and assigned to and deposited
      with the Trust as part of the Owner Trust Estate and the Depositor has duly
      authorized such conveyance and assignment and deposit to the Trust by all
      necessary corporate action; and the execution, delivery and performance of
      this
      Trust Agreement have been duly authorized by the Depositor by all necessary
      corporate action.

     

    (iv)  The
      consummation of the transactions contemplated by this Trust Agreement 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
      Depositor, or any indenture, agreement or other instrument to which the
      Depositor is a party or by which it is bound; nor result in the creation or
      imposition of any Lien upon any of its properties pursuant to the terms of
      any
      such indenture, agreement or other instrument (other than pursuant to the Basic
      Documents); nor violate any law or, to the best of the Depositor’s knowledge,
      any order, rule or regulation applicable to the Depositor of any court or of
      any
      federal or state regulatory body, administrative agency or other governmental
      instrumentality having jurisdiction over the Depositor or its
      properties.

     

    (v)  The
      Trust
      is not required to register as an investment company under the Investment
      Company Act and is not under the control of a Person required to so
      register.

     

    (vi)  The
      Depositor has been a “qualified REIT subsidiary” as defined in Section 856(i) of
      the Code throughout its existence.

     

    Section
      2.11.  Payment
      of Trust Fees.
      The
      Owner Trustee’s Fee shall be paid to the Owner Trustee on each Payment Date
      pursuant to Section 8.02(c) of the Indenture. The Master Servicer shall pay
      the
      Trust’s expenses (including expenses of the Owner Trustee and the Indenture
      Trustee) incurred with respect to the performance of the Trust’s duties under
      the Indenture pursuant to a separate side agreement, or, if such amounts are
      insufficient, the Owner Trustee shall be paid pursuant to Section 5.01
      hereof.

     

    Section
      2.12.  Investment
      Company.
      Neither
      the Depositor nor any holder of a Certificate shall take any action which would
      cause the Trust to become an “investment company” which would be required to
      register under the Investment Company Act.

     

    Section
      2.13.  Transfer
      of Trust Estate to Owner Trustee.
      (a)
      Effective as of the date hereof, the Depositor does hereby assign, transfer,
      and
      otherwise convey to, and deposit with, the Trust, until this Agreement
      terminates pursuant to Section 8.01, the entire Trust Estate, such conveyance
      to
      be made in exchange for the Bonds and the Certificates. Such assignment
      includes, without limitation, all amounts payable to and all rights of the
      holder of the Collateral pursuant to this Agreement.

     

    The
      conveyance of the Collateral and all other assets constituting the Trust Estate
      by the Depositor as contemplated hereby is absolute and is intended by the
      parties to constitute a sale of the Collateral and all other assets constituting
      the Trust Estate by the Depositor to the Trust. It is, further, not intended
      that such conveyance be deemed a pledge of security for a loan. If such
      conveyance is deemed to be a pledge of security for a loan, however, the
      Depositor intends that the rights and obligations of the parties to such loan
      shall be established pursuant to the terms of this Agreement. The Depositor
      also
      intends and agrees that, in such event:

     

    (i)  this
      Agreement shall constitute a security agreement under applicable law and shall
      be deemed to create valid and continuing security interest (as defined in the
      applicable UCC) in the Trust Estate (including, without limitation, the
      Collateral, the Certificate Distribution Account and any proceeds thereof)
      in
      favor of the Trust, which security interest is prior to all other Liens, and
      is
      enforceable as such as against creditors of and purchasers from the
      Depositor;

     

    (ii)  other
      than the security interest granted to the Trust pursuant to this Agreement,
      Depositor has not pledged, assigned, sold, granted a security interest in,
      or
      otherwise conveyed any of the Trust Estate, has not authorized the filing of
      and
      is not aware of any financing statements against the Trust Estate that includes
      a description of collateral covering the Trust Estate other than any financing
      statements relating to the security interest granted to the Trust hereunder
      or
      that has been terminated. The Depositor is not aware of any judgment or tax
      lien
      filings against Depositor;

     

    (iii)  the
      Depositor owns and has good and marketable title to the Trust Estate free and
      clear of any Lien, claim or encumbrance of any Person;

     

    (iv)  the
      Certificate Distribution Account constitutes a “deposit account” within the
      meaning of the applicable UCC. The Depositor has directed the Bank to take
      all
      steps necessary to cause the Certificate Paying Agent to become the account
      holder of the Certificate Distribution Account. The Certificate Distribution
      Account is not in the name of any Person other than as provided in Section
      3.10
      of this Agreement. The Depositor has not consented to the maintenance of the
      Certificate Distribution Account in compliance with instructions of any Person
      other than the Certificate Paying Agent;

     

    (v)  the
      Trust
      Estate (excluding the Certificate Distribution Account and any proceeds thereof)
      constitutes “general intangibles” within the meaning of the applicable UCC). The
      Depositor has received all required consents and approvals to the pledge of
      the
      portions of the Trust Estate (excluding the Certificate Distribution Account
      and
      any proceeds thereof) constituting payment intangibles;

     

    (vi)  the
      Depositor has caused or will have caused, within ten days, the filing of all
      appropriate financing statements in the appropriate filing offices under
      applicable law in order to perfect the security interest in the Trust Estate
      granted to the Trust hereunder. All financing statements filed or to be filed
      against the Depositor in favor of the Trust (or any subsequent assignee,
      including, without limitation, the Indenture Trustee) in connection herewith
      describing the Trust Estate contain a statement to the following effect, “A
      purchase of, or security interest in, any collateral described in this financing
      statement will violate the rights of the secured party;” and

     

    (vii)  the
      Depositor shall, to the extent consistent with this Agreement, take such
      additional reasonable actions as may be necessary to ensure that, if this
      Agreement were deemed to create a security interest in the Mortgage Loans and
      the other assets of the Trust Estate, such security interest would be a
      perfected security interest of first priority under applicable law and will
      be
      maintained as such throughout the life of this Agreement. Notifications to,
      and
      acknowledgments, receipts or confirmations from, Persons holding such property,
      shall be deemed to be notifications to, or acknowledgments, receipts or
      confirmations from, financial intermediaries, bailees or agents (as applicable)
      of the Owner Trustee on behalf of the Trust (or any subsequent assignee,
      including, without limitation, the Indenture Trustee) for the purpose of
      perfecting such security interest under applicable law.

     

    (b)  The
      Owner
      Trustee hereby acknowledges the receipt by it of the Trust Estate and such
      other
      documents and instruments referenced above, and declares that it holds and
      will
      hold the Trust Estate and such documents and instruments and that it holds
      and
      will hold all other assets and documents to be included in the Trust Estate,
      in
      trust for the exclusive use and benefit of all present and future
      Certificateholders.

     

    (c)  Except
      as
      expressly provided in Section 8.01, neither the Depositor nor any
      Certificateholder shall be able to revoke the Trust established hereunder.
      Except as provided in Sections 4.01, 4.02, 4.03, 5.01 and 8.01 hereof, the
      Owner
      Trustee or Certificate Paying Agent (as Applicable) shall not assign, sell,
      dispose of or transfer any interest in, nor may the Depositor or any
      Certificateholder withdraw from the Trust, the Collateral or other asset
      constituting the Trust Estate.

     

    ARTICLE
      III


    Conveyance
      of the Mortgage Loans; Certificates

     

    Section
      3.01.  Conveyance
      of the Mortgage Loans.
      The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      contribute, transfer, convey and assign to the Trust, on behalf of the Holders
      of the Bonds and the Certificates, without recourse, all its right, title and
      interest in and to the Mortgage Loans, including all interest and principal
      received on or with respect to the Mortgage Loans after the Cut-off Date (other
      than payments of principal and interest due on the Mortgage Loans on or before
      the Cut-off Date). In addition, the Depositor hereby assigns to the Trust all
      of
      its right, title, and interest in, to, and under the Mortgage Loan Purchase
      Agreement. In addition, the Depositor hereby assigns to the Trust all of its
      right, title and interest in, to, and under the Derivative Contracts and the
      Special Certificate Cap Contract. The Depositor will also provide the Trust
      with
      the PMI Insurer Policy.

     

    The
      conveyance of the Mortgage Loans by the Depositor to the Trust hereunder is
      intended to facilitate the simultaneous issuance of the Bonds under the
      Indenture and issuance of the Certificates hereunder to the Depositor as Holder,
      and the Depositor has no present intention of selling any of the Certificates.
      Accordingly, at the time of the transaction set forth herein, the Depositor
      will
      retain without interruption, through the ownership of the Certificates, the
      economic benefits associated with ownership of the Mortgage Loans as well as
      the
      economic burdens associated with such ownership, subject to the lien of the
      Indenture and subject to this Agreement. If the transactions contemplated by
      this Trust Agreement are determined to constitute a financing, the Depositor
      hereby grants to the Trust a security interest in the Owner Trust Estate and
      all
      distributions thereon and proceeds thereof, and this Trust Agreement shall
      constitute a security agreement under applicable law.

     

    Section
      3.02.  Initial
      Ownership.
      Upon
      the formation of the Trust by the contribution by the Depositor pursuant to
      Section 2.05 and until the conveyance of the Mortgage Loans pursuant to Section
      3.01 and the issuance of the Certificates, and thereafter except as otherwise
      permitted hereunder, the Depositor shall be the sole
      Certificateholder.

     

    Section
      3.03.  The
      Certificates.
      The
      Certificates shall be issued in the form of one or more Certificates, each
      representing not less than a 10% Certificate Percentage Interest. The
      Certificates shall initially be registered in the name of IMH Assets Corp.
      The
      Certificates shall be executed on behalf of the Trust by manual or facsimile
      signature of an authorized officer of the Owner Trustee and authenticated in
      the
      manner provided in Section 3.04. Certificates bearing the manual or facsimile
      signatures of individuals who were, at the time when such signatures shall
      have
      been affixed, authorized to sign on behalf of the Trust, shall be validly issued
      and entitled to the benefit of this Trust Agreement, notwithstanding that such
      individuals or any of them shall have ceased to be so authorized prior to the
      authentication and delivery of such Certificates or did not hold such offices
      at
      the date of authentication and delivery of such Certificates. A Person shall
      become a Certificateholder and shall be entitled to the rights and subject
      to
      the obligations of a Certificateholder hereunder upon such Person’s acceptance
      of a Certificate duly registered in such Person’s name, pursuant to Section
      3.05.

     

    A
      transferee of a Certificate shall become a Certificateholder and shall be
      entitled to the rights and subject to the obligations of a Certificateholder
      hereunder upon such transferee’s acceptance of a Certificate duly registered in
      such transferee’s name pursuant to and upon satisfaction of the conditions set
      forth in Section 3.05.

     

    Section
      3.04.  Authentication
      of Certificates.
      The
      Owner Trustee shall cause all Certificates issued hereunder to be executed
      and
      authenticated on behalf of the Trust, authenticated and delivered to or upon
      the
      written order of the Depositor, signed by its chairman of the board, its
      president or any vice president, without further corporate action by the
      Depositor, in authorized denominations. No Certificate shall entitle its holder
      to any benefit under this Trust Agreement or be valid for any purpose unless
      there shall appear on such Certificate a certificate of authentication
      substantially in the form set forth in Exhibit A, executed by the Owner Trustee
      or the Certificate Registrar by manual signature; such authentication shall
      constitute conclusive evidence that such Certificate shall have been duly
      authenticated and delivered hereunder. All Certificates shall be dated the
      date
      of their authentication.

     

    Section
      3.05.  Registration
      of and Limitations on Transfer and Exchange of Certificates.
      The
      Certificate Registrar shall keep or cause to be kept, a Certificate Register
      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 of Certificates as herein provided.
      ______________________ shall be the initial Certificate Registrar. If the
      Certificate Registrar resigns or is removed, the Owner Trustee shall appoint
      a
      successor Certificate Registrar.

     

    Subject
      to satisfaction of the conditions set forth below with respect to the
      Certificate, upon surrender for registration of transfer of any Certificate
      at
      the office or agency maintained pursuant to Section 3.09, the Owner Trustee
      or
      the Certificate Registrar shall execute, authenticate and deliver in the name
      of
      the designated transferee or transferees, one or more new Certificates in
      authorized denominations of a like aggregate amount dated the date of
      authentication by the Owner Trustee or the Certificate Registrar. At the option
      of a Holder, Certificates may be exchanged for other Certificates of authorized
      denominations of a like aggregate amount upon surrender of the Certificates
      to
      be exchanged at the office or agency maintained pursuant to Section
      3.09.

     

    Every
      Certificate presented or surrendered for registration of transfer or exchange
      shall be accompanied by a written instrument of transfer in form satisfactory
      to
      the Certificate Registrar duly executed by the Holder or such Holder’s attorney
      duly authorized in writing. Each Certificate surrendered for registration of
      transfer or exchange shall be cancelled and subsequently disposed of by the
      Certificate Registrar in accordance with its customary practice.

     

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

     

    No
      Person
      shall become a Certificateholder until it shall establish its non-foreign status
      by submitting to the Certificate Paying Agent an IRS Form W-9 and the
      Certificate of Non-Foreign Status set forth in Exhibit D hereto.

     

    No
      transfer, sale, pledge or other disposition of a Certificate shall be made
      unless such transfer, sale, pledge or other disposition is exempt from the
      registration requirements of the Securities Act and any applicable state
      securities laws or is made in accordance with said Act and laws. In the event
      of
      any such transfer, the Certificate Registrar or the Depositor shall prior to
      such transfer require the transferee to execute (A) either (i) (a) an investment
      letter in substantially the form attached hereto as Exhibit C (or in such form
      and substance reasonably satisfactory to the Certificate Registrar and the
      Depositor) which investment letter shall not be an expense of the Trust, the
      Owner Trustee, the Certificate Registrar, the Master Servicer or the Depositor
      and which investment letter states that, among other things, such transferee
      (1)
      is a “qualified institutional buyer” as defined under Rule 144A, acting for its
      own account or the accounts of other “qualified institutional buyers” as defined
      under Rule 144A, and (2) is aware that the proposed transferor intends to rely
      on the exemption from registration requirements under the Securities Act of
      1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
      acceptable to and in form and substance satisfactory to the Certificate
      Registrar and the Depositor that such transfer may be made pursuant to an
      exemption, describing the applicable exemption and the basis therefor, from
      said
      Act and laws or is being made pursuant to said Act and laws, which Opinion
      of
      Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate
      Registrar, the Master Servicer or the Depositor and (b) the transferee executes
      a representation letter, substantially in the form of Exhibit F to the
      Agreement, and transferor executes a representation letter, substantially in
      the
      form of Exhibit E hereto, each acceptable to and in form and substance
      satisfactory to the Certificate Registrar and the Depositor certifying the
      facts
      surrounding such transfer, which representation letters shall not be an expense
      of the Trust, the Owner Trustee, the Certificate Registrar, the Master Servicer
      or the Depositor and (B) the Certificate of Non-Foreign Status (in substantially
      the form attached hereto as Exhibit D) acceptable to and in form and substance
      reasonably satisfactory to the Certificate Registrar and the Depositor, which
      certificate shall not be an expense of the Trust, the Owner Trustee, the
      Certificate Registrar or the Depositor. The Holder of a Certificate desiring
      to
      effect such transfer shall, and does hereby agree to, indemnify the Trust,
      the
      Owner Trustee, the Certificate Registrar, the Master Servicer and the Depositor
      against any liability that may result if the transfer is not so exempt or is
      not
      made in accordance with such federal and state laws.

     

    No
      transfer of Certificates or any interest therein shall be made to any Person
      unless the Depositor, the Owner Trustee, the Certificate Registrar and the
      Master Servicer are provided with an Opinion of Counsel which establishes to
      the
      satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar
      and
      the Master Servicer that the purchase and holding of Certificates will be
      permissible under applicable law, will not constitute or result in any
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Depositor, the Owner Trustee, the Certificate Registrar or the
      Master Servicer to any obligation or liability (including obligations or
      liabilities under ERISA or Section 4975 of the Code) in addition to those
      undertaken in this Agreement, which Opinion of Counsel shall not be an expense
      of the Depositor, the Owner Trustee, the Certificate Registrar or the Master
      Servicer. In lieu of such Opinion of Counsel, a Person acquiring such
      Certificates may provide a certification in the form of Exhibit G to this
      Agreement that such Person is not a Plan or a Person investing Plan Assets
      of a
      Plan, which the Depositor, the Owner Trustee, the Certificate Registrar and
      the
      Master Servicer may rely upon without further inquiry or investigation. Neither
      an Opinion of Counsel nor a certification will be required in connection with
      the initial transfer of any such Certificate by the Depositor to an affiliate
      of
      the Depositor (in which case, the Depositor or any affiliate thereof shall
      be
      deemed to have represented that such affiliate is not a Plan or a Person
      investing Plan Assets of any Plan) and the Owner Trustee and the Certificate
      Registrar shall be entitled to conclusively rely upon a representation (which,
      upon the request of the Owner Trustee or the Certificate Registrar, shall be
      a
      written representation) from the Depositor of the status of such transferee
      as
      an affiliate of the Depositor.

     

    No
      offer,
      sale, transfer, pledge, hypothecation or other disposition (including any
      pledge, sale or transfer under a repurchase transaction or securities loan)
      of
      any Certificate shall be made to any transferee unless, prior to such
      disposition, the proposed transferor delivers to the Owner Trustee and the
      Certificate Registrar an Opinion of Counsel, rendered by a law firm generally
      recognized to be qualified to opine concerning the tax aspects of asset
      securitization, to the effect that such transfer (including any disposition
      permitted following any default under any pledge or repurchase transaction)
      will
      not cause the Trust to be (i) treated as an association taxable as a corporation
      for federal income tax and relevant state income and franchise tax purposes,
      (ii) taxable as a taxable mortgage pool as defined in Section 7701(i) of the
      Code or (iii) taxable as a “publicly traded partnership” as defined in Treasury
      Regulation section 1.7704-1 for federal income tax purposes and relevant state
      franchise or income tax purposes. Notwithstanding the foregoing, the provisions
      of this paragraph shall not apply to the initial transfer of the Certificates
      to
      the Depositor.

     

    No
      offer,
      sale, transfer or other disposition (including pledge) of any Certificate shall
      be made to any affiliate of the Depositor or the Issuing Entity, other than
      the
      initial transfer of the Certificates to the Depositor.

     

    Section
      3.06.  Mutilated,
      Destroyed, Lost or Stolen Certificates.
      If (a)
      any mutilated Certificate shall be surrendered to the Certificate Registrar,
      or
      if the Certificate Registrar shall receive evidence to its satisfaction of
      the
      destruction, loss or theft of any Certificate and (b) there shall be delivered
      to the Certificate Registrar and the Owner Trustee such security or indemnity
      as
      may be required by them to save each of them harmless, then in the absence
      of
      notice to the Certificate Registrar or the Owner Trustee that such Certificate
      has been acquired by a bona fide purchaser, the Owner Trustee shall execute
      on
      behalf of the Trust and the Owner Trustee or the Certificate Registrar, shall
      authenticate and deliver, in exchange for or in lieu of any such mutilated,
      destroyed, lost or stolen Certificate, a new Certificate of like tenor and
      denomination. In connection with the issuance of any new Certificate under
      this
      Section 3.06, the Owner Trustee or the Certificate Registrar may require the
      payment of a sum sufficient to cover any expenses of the Owner Trustee or the
      Certificate Registrar (including fees and expenses of counsel) and any tax
      or
      other governmental charge that may be imposed in connection therewith. Any
      duplicate Certificate issued pursuant to this Section 3.06 shall constitute
      conclusive evidence of ownership in the Trust, as if originally issued, whether
      or not the lost, stolen or destroyed Certificate shall be found at any
      time.

     

    Section
      3.07.  Persons
      Deemed Certificateholders.
      Prior
      to due presentation of a Certificate for registration of transfer, the Owner
      Trustee, the Certificate Registrar or any Certificate Paying Agent may treat
      the
      Person in whose name any Certificate is registered in the Certificate Register
      as the owner of such Certificate for the purpose of receiving distributions
      pursuant to Section 5.02 and for all other purposes whatsoever, and none of
      the
      Trust, the Owner Trustee, the Certificate Registrar or any Certificate Paying
      Agent shall be bound by any notice to the contrary.

     

    Section
      3.08.  Access
      to List of Certificateholders’ Names and Addresses.
      The
      Certificate Registrar shall furnish or cause to be furnished to the Depositor,
      the Certificate Paying Agent or the Owner Trustee, within 15 days after receipt
      by the Certificate Registrar of a written request therefor from the Depositor,
      the Certificate Paying Agent or the Owner Trustee, a list, in such form as
      the
      Depositor, the Certificate Paying Agent or the Owner Trustee, as the case may
      be, may reasonably require, of the names and addresses of the Certificateholders
      as of the most recent Record Date. Each Holder, by receiving and holding a
      Certificate, shall be deemed to have agreed not to hold any of the Trust, the
      Depositor, the Certificate Paying Agent, the Certificate Registrar or the Owner
      Trustee accountable by reason of the disclosure of its name and address,
      regardless of the source from which such information was derived.

     

    Section
      3.09.  Maintenance
      of Office or Agency.
      The
      Owner Trustee on behalf of the Trust, shall maintain an office or offices or
      agency or agencies where Certificates may be surrendered for registration of
      transfer or exchange and where notices and demands to or upon the Owner Trustee
      in respect of the Certificates and the Basic Documents may be served. The Owner
      Trustee initially designates the office of the agent of the Indenture Trustee
      at
      __________________________, Attn: __________for purposes of such surrender
      and
      the Corporate Trust Office of the Indenture Trustee as its office for such
      purposes, service of notices or demands. The Owner Trustee shall give prompt
      written notice to the Depositor, the Certificate Paying Agent, the Certificate
      Registrar and the Certificateholders of any change in the location of the
      Certificate Register or any such office or agency.

     

    Section
      3.10.  Certificate
      Paying Agent.
      (a)
      The
      Certificate Paying Agent shall make distributions to Certificateholders from
      the
      Certificate Distribution Account on behalf of the Trust in accordance with
      the
      provisions of the Certificates and Section 5.01 hereof from payments remitted
      to
      the Certificate Paying Agent by the Indenture Trustee pursuant to Section 3.05
      of the Indenture. The Trust hereby appoints __________as Certificate Paying
      Agent and __________ hereby accepts such appointment and further agrees that
      it
      will be bound by the provisions of this Trust Agreement relating to the
      Certificate Paying Agent and shall:

     

    (i)  hold
      all
      sums held by it for the payment of amounts due with respect to the Certificates
      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;

     

    (ii)  give
      the
      Owner Trustee notice of any default by the Trust of which a Responsible Officer
      of the Certificate Paying Agent has actual knowledge in the making of any
      payment required to be made with respect to the Certificates;

     

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

     

    (iv)  not
      resign from its position as Certificate Paying Agent so long as it is Indenture
      Trustee except that it shall immediately resign as Certificate Paying Agent
      and
      forthwith pay to the Owner Trustee on behalf of the Trust all sums held by
      it in
      trust for the payment of Certificates if at any time it ceases to meet the
      standards under this Section 3.10 required to be met by the Certificate 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 Certificates of any applicable withholding taxes
      imposed thereon and with respect to any applicable reporting requirements in
      connection therewith; and

     

    (vi)  not
      institute bankruptcy proceedings against the Issuing Entity in connection with
      this Trust Agreement.

     

    (b)  The
      Trust
      may revoke such power and remove the Certificate Paying Agent if it determines
      in its sole discretion that the Certificate Paying Agent shall have failed
      to
      perform its obligations under this Trust Agreement in any material respect.
      In
      the event that _________________ shall no longer be the Certificate Paying
      Agent
      under this Trust Agreement and Paying Agent under the Indenture, the Owner
      Trustee shall appoint a successor to act as Certificate Paying Agent (which
      shall be a bank or trust company) and which shall also be the successor Paying
      Agent under the Indenture. The Owner Trustee shall cause such successor
      Certificate Paying Agent or any additional Certificate Paying Agent appointed
      by
      the Owner Trustee to execute and deliver to the Owner Trustee an instrument
      to
      the effect set forth in Section 3.10(a) as it relates to the Certificate Paying
      Agent. The Certificate Paying Agent shall return all unclaimed funds to the
      Trust and upon removal of a Certificate Paying Agent such Certificate Paying
      Agent shall also return all funds in its possession to the Trust. The provisions
      of Sections 6.01, 6.04, 6.05, 6.06, 6.07, 6.08 and 7.01 shall apply to the
      Certificate Paying Agent to the extent applicable. Any reference in this
      Agreement to the Certificate Paying Agent shall include any co-paying agent
      unless the context requires otherwise.

     

    (c)  The
      Certificate Paying Agent shall establish and maintain with itself, on behalf
      of
      the Certificateholders, a trust account (the “Certificate Distribution Account”)
      in which the Certificate Paying Agent shall deposit, on the same day as it
      is
      received from the Indenture Trustee, each remittance received by the Certificate
      Paying Agent with respect to payments made pursuant to the Indenture. The
      Certificate Paying Agent shall make all distributions to Certificates, from
      moneys on deposit in the Certificate Distribution Account, in accordance with
      Section 5.01 hereof.

     

    ARTICLE
      IV


    Authority
      and Duties of Owner Trustee

     

    Section
      4.01.  General
      Authority.
      The
      Owner Trustee is authorized and directed to execute and deliver the Basic
      Documents to which the Trust is to be a party and each certificate or other
      document attached as an exhibit to or contemplated by the Basic Documents to
      which the Trust is to be a party and any amendment or other agreement or
      instrument described herein, as evidenced conclusively by the Owner Trustee’s
      execution thereof. In addition to the foregoing, the Owner Trustee is
      authorized, but shall not be obligated, except as otherwise provided in this
      Trust Agreement, to take all actions required of the Trust pursuant to the
      Basic
      Documents.

     

    Section
      4.02.  General
      Duties.
      It
      shall be the duty of the Owner Trustee to discharge (or cause to be discharged)
      all of its responsibilities pursuant to the terms of this Trust Agreement and
      the Basic Documents to which the Trust is a party and to administer the Trust
      in
      the interest of the Certificateholders, subject to the Basic Documents and
      in
      accordance with the provisions of this Trust Agreement.

     

    Section
      4.03.  Action
      upon Instruction.
      (a)
      Subject
      to Article IV and in accordance with the terms of the Basic Documents, the
      Certificateholders may by written instruction direct the Owner Trustee in the
      management of the Trust. Such direction may be exercised at any time by written
      instruction of the Certificateholders pursuant to Article IV.

     

    (b)  Notwithstanding
      the foregoing, the Owner Trustee shall not be required to take any action
      hereunder or under any Basic Document if the Owner Trustee shall have reasonably
      determined, or shall have been advised by counsel, that such action is likely
      to
      result in liability on the part of the Owner Trustee or is contrary to the
      terms
      hereof or of any Basic Document or is otherwise contrary to law.

     

    (c)  Whenever
      the Owner Trustee is required to decide between alternative courses of action
      permitted or required by the terms of this Trust Agreement or under any Basic
      Document, or in the event that the Owner Trustee is unsure as to the application
      of any provision of this Trust Agreement or any Basic Document or any such
      provision is ambiguous as to its application, or is, or appears to be, in
      conflict with any other applicable provision, or in the event that this Trust
      Agreement permits any determination by the Owner Trustee or is silent or is
      incomplete as to the course of action that the Owner Trustee is required to
      take
      with respect to a particular set of facts, the Owner Trustee shall promptly
      give
      notice (in such form as shall be appropriate under the circumstances) to the
      Certificateholders requesting instruction as to the course of action to be
      adopted, and to the extent the Owner Trustee acts in good faith in accordance
      with any written instruction of the Certificateholders, the Owner Trustee shall
      not be liable on account of such action to any Person. If the Owner Trustee
      shall not have received appropriate instruction within 10 days of such notice
      (or within such shorter period of time as reasonably may be specified in such
      notice or may be necessary under the circumstances) it may, but shall be under
      no duty to, take or refrain from taking such action not inconsistent with this
      Trust Agreement or the Basic Documents, as it shall deem to be in the best
      interests of the Certificateholders, and the Owner Trustee shall have no
      liability to any Person for such action or inaction.

     

    Section
      4.04.  No
      Duties Except as Specified under Specified Documents or in
      Instructions.
      The
      Owner Trustee shall not have any duty or obligation to manage, make any payment
      with respect to, register, record, sell, dispose of, or otherwise deal with
      the
      Owner Trust Estate, or to otherwise take or refrain from taking any action
      under, or in connection with, any document contemplated hereby to which the
      Owner Trustee is a party, except as expressly provided (i) in accordance with
      the powers granted to and the authority conferred upon the Owner Trustee
      pursuant to this Trust Agreement, (ii) in accordance with the Basic Documents
      and (iii) in accordance with any document or instruction delivered to the Owner
      Trustee pursuant to Section 4.03; and no implied duties or obligations shall
      be
      read into this Trust Agreement or any Basic Document against the Owner Trustee.
      The Owner Trustee shall have no responsibility for filing any financing or
      continuation statement many public office at anytime or to otherwise perfect
      or
      maintain the perfection of any security interest or lien granted to it hereunder
      or to prepare or file any Securities and Exchange Commission filing for the
      Trust or to record this Trust Agreement or any Basic Document. The Owner Trustee
      nevertheless agrees that it will, at its own cost and expense, promptly take
      all
      action as may be necessary to discharge any liens on any part of the Owner
      Trust
      Estate that result from actions by, or claims against, the Owner Trustee that
      are not related to the ownership or the administration of the Owner Trust
      Estate.

     

    Section
      4.05.  Restrictions.
      (a)
      The
      Owner Trustee or the Depositor (or an Affiliate thereof) shall not take any
      action (x) that is inconsistent with the purposes of the Trust set forth in
      Section 2.03 or (y) that, to the actual knowledge of the Owner Trustee based
      on
      an Opinion of Counsel rendered by a law firm generally recognized to be
      qualified to opine concerning the tax aspects of asset securitization, would
      result in the Trust becoming taxable as a corporation for federal income tax
      purposes. The Certificateholders shall not direct the Owner Trustee to take
      action that would violate the provisions of this Section 4.05.

     

    (b)  The
      Owner
      Trustee shall not convey or transfer any of the Trust’s properties or assets,
      including those included in the Trust Estate, to any person unless (a) it shall
      have received an Opinion of Counsel rendered by a law firm generally recognized
      to be qualified to opine concerning the tax aspects of asset securitization
      to
      the effect that such transaction will not have any material adverse tax
      consequence to the Trust or any Certificateholder and (b) such conveyance or
      transfer shall not violate the provisions of Section 3.16(b) of the
      Indenture.

     

    Section
      4.06.  Prior
      Notice to Certificateholders with Respect to Certain Matters.
      With
      respect to the following matters, the Owner Trustee shall not take action unless
      at least 30 days before the taking of such action, the Owner Trustee shall
      have
      notified the Certificateholders in writing of the proposed action and the
      Certificateholders shall not have notified the Owner Trustee in writing prior
      to
      the 30th day after such notice is given that such Certificateholders have
      withheld consent or provided alternative direction:

     

    (a)  the
      initiation of any claim or lawsuit by the Trust (except claims or lawsuits
      brought in connection with the collection of cash distributions due and owing
      under the Mortgage Loans) and the compromise of any action, claim or lawsuit
      brought by or against the Trust (except with respect to the aforementioned
      claims or lawsuits for collection of cash distributions due and owing under
      the
      Mortgage Loans);

     

    (b)  the
      election by the Trust to file an amendment to the Certificate of Trust (unless
      such amendment is required to be filed under the Statutory Trust
      Statute);

     

    (c)  the
      amendment of the Indenture by a supplemental indenture in circumstances where
      the consent of any Bondholder is required;

     

    (d)  the
      amendment of the Indenture by a supplemental indenture in circumstances where
      the consent of any Bondholder is not required and such amendment materially
      adversely affects the interest of the Certificateholders; and

     

    (e)  the
      appointment pursuant to the Indenture of a successor Bond Registrar, Paying
      Agent or Indenture Trustee or pursuant to this Trust Agreement of a successor
      Certificate Registrar or Certificate Paying Agent or the consent to the
      assignment by the Bond Registrar, Paying Agent, Indenture Trustee, Certificate
      Registrar or Certificate Paying Agent of its obligations under the Indenture
      or
      this Trust Agreement, as applicable.

     

    Section
      4.07.  Action
      by Certificateholders with Respect to Certain Matters.
      The
      Owner Trustee shall not have the power, except upon the direction of the
      Certificateholders, to (a) remove the Master Servicer under the Servicing
      Agreement pursuant to Sections 7.01 and 8.05 thereof or (b) except as expressly
      provided in the Basic Documents, sell the Mortgage Loans after the termination
      of the Indenture. The Owner Trustee shall take the actions referred to in the
      preceding sentence only upon written instructions signed by the
      Certificateholders.

     

    Section
      4.08.  Action
      by Certificateholders with Respect to Bankruptcy.
      The
      Owner Trustee shall not have the power to commence a voluntary proceeding in
      bankruptcy relating to the Trust without the unanimous prior approval of all
      Certificateholders, the Bondholders and the Owner Trustee and the delivery
      to
      the Owner Trustee by each such Certificateholder of a certificate certifying
      that such Certificateholder reasonably believes that the Trust is insolvent.
      This paragraph shall survive for one year following termination of this Trust
      Agreement.

     

    Section
      4.09.  Restrictions
      on Certificateholders’ Power.
      The
      Certificateholders shall not direct the Owner Trustee to take or to refrain
      from
      taking any action if such action or inaction would be contrary to any obligation
      of the Trust or the Owner Trustee under this Trust Agreement or any of the
      Basic
      Documents or would be contrary to Section 2.03, nor shall the Owner Trustee
      be
      obligated to follow any such direction, if given.

     

    Section
      4.10.  Majority
      Control.
      Except
      as expressly provided herein, any action that may be taken by the
      Certificateholders under this Trust Agreement may be taken by the Holders of
      Certificates evidencing not less than a majority Percentage Interest of the
      Certificates. Except as expressly provided herein, any written notice of the
      Certificateholders delivered pursuant to this Trust Agreement shall be effective
      if signed by Holders of Certificates evidencing not less than a majority
      Percentage Interest of the Certificates at the time of the delivery of such
      notice.

     

    Section
      4.11.  Optional
      Redemption.
      Upon
      receipt of written instructions provided to the Owner Trustee by the one
      Majority Certificateholder, if any, the Owner Trustee shall cause the Issuing
      Entity to redeem the Bonds in accordance with Section 8.07 of the Indenture
      and
      shall provide all necessary notices on behalf of the Issuing Entity to effect
      the foregoing, provided that such Holder or Holders shall deposit with the
      Indenture Trustee an amount equal to the aggregate redemption price specified
      under Section 8.07 of the Indenture. The Owner Trustee shall not have the power
      to exercise the right of the Issuing Entity to redeem the Bonds pursuant to
      Section 8.07 of the Indenture, except as provided above. Upon redemption of
      the
      Bonds by the Issuing Entity as a result of the purchase of such Bonds by the
      one
      Majority Certificateholder pursuant to Section 8.07 of the Indenture, the Owner
      Trustee shall cause the release of the related Mortgage Loans from the Trust
      Estate to the one Majority Certificateholder.

     

    


    ARTICLE
      V


    Application
      of Trust Funds

     

    Section
      5.01.  Distributions.
      (a)
      On each
      Payment Date, the Certificate Paying Agent shall distribute to the
      Certificateholders, on a pro rata basis based on the Certificate Percentage
      Interests thereof, all funds on deposit in the Certificate Distribution Account
      and available therefor (as provided in Section 3.05 of the Indenture) for such
      Payment Date as reduced by any amount owing to the Owner Trustee hereunder
      and
      any Expenses of the Trust remaining unpaid.

     

    (b)  In
      the
      event that any withholding tax is imposed on the distributions (or allocations
      of income) to a Certificateholder, such tax shall reduce the amount otherwise
      distributable to the Certificateholder in accordance with this Section 5.01.
      The
      Certificate Paying Agent is hereby authorized and directed to retain or cause
      to
      be retained from amounts otherwise distributable to the Certificateholders
      sufficient funds for the payment of any tax that is legally owed by the Trust
      (but such authorization shall not prevent the Owner Trustee from contesting
      any
      such tax in appropriate proceedings, and withholding payment of such tax, if
      permitted by law, pending the outcome of such proceedings). The amount of any
      withholding tax imposed with respect to a Certificateholder shall be treated
      as
      cash distributed to such Certificateholder at the time it is withheld by the
      Certificate Paying Agent and remitted to the appropriate taxing authority.
      If
      there is a possibility that withholding tax is payable with respect to a
      distribution (such as a distribution to a non-U.S. Certificateholder), the
      Certificate Paying Agent may in its sole discretion withhold such amounts in
      accordance with this paragraph (b).

     

    (c)  Distributions
      to Certificateholders shall be subordinated to the creditors of the Trust,
      including the Bondholders.

     

    Section
      5.02.  Method
      of Payment.
      Subject
      to Section 8.01(c), distributions required to be made to Certificateholders
      on
      any Payment Date as provided in Section 5.01 shall be made to each
      Certificateholder of record on the preceding Record Date by wire transfer,
      in
      immediately available funds, to the account of such Holder at a bank or other
      entity having appropriate facilities therefor, if such Certificateholder shall
      have provided to the Certificate Registrar appropriate written instructions
      at
      least five Business Days prior to such Payment Date or, if not, by check mailed
      to such Certificateholder at the address of such Holder appearing in the
      Certificate Register.

     

    Section
      5.03.  Tax
      Returns.
      The
      Indenture Trustee shall (a) maintain (or cause to be maintained) the books
      of
      the Trust on a calendar year basis using the accrual method of accounting,
      (b)
      deliver (or cause to be delivered) to each Bondholder and Certificateholder
      as
      may be required by the Code and applicable Treasury Regulations, such
      information as may be required to enable each Certificateholder to prepare
      its
      federal and state income tax returns, (c) prepare and file or cause to be
      prepared and filed such tax returns relating to the Trust as may be required
      by
      the Code and applicable Treasury Regulations (making such elections as may
      from
      time to time be required or appropriate under any applicable state or federal
      statutes, rules or regulations) and (d) collect or cause to be collected any
      withholding tax as described in and in accordance with Section 5.01 of this
      Trust Agreement with respect to income or distributions to Certificateholders
      and prepare or cause to be prepared the appropriate forms relating thereto;
      provided, however, that the Indenture Trustee shall not be required to compute
      the Issuing Entity’s gross income except to the extent it can do so without
      unreasonable effort or expense based upon income statements furnished to it
      and
      provided, further, that the Indenture Trustee shall not be required to prepare
      and file partnership tax returns on behalf of the Issuing Entity unless the
      Indenture Trustee receives an opinion of counsel reasonably satisfactory to
      it
      (which shall not be at the Indenture Trustee’s expense, but shall be at the
      expense of the Depositor or other party furnishing such opinion) as to the
      necessity of such filings. The Owner Trustee shall sign all tax and information
      returns prepared or caused to be prepared by the Indenture Trustee pursuant
      to
      this Section 5.03 at the request of the Indenture Trustee, and in doing so
      shall
      rely entirely upon, and shall have no liability for information or calculations
      provided by, the Indenture Trustee.

     

    Section
      5.04.  Statements
      to Certificateholders.
      On each
      Payment Date, the Certificate Paying Agent shall make available to each
      Certificateholder in the same manner as made available to Bondholders the
      statement or statements provided to the Owner Trustee and the Certificate Paying
      Agent by the Indenture Trustee pursuant to Section 7.05 of the Indenture with
      respect to such Payment Date; provided, however, that in the event that any
      monthly statement is no longer available, at the request of any
      Certificateholder, the Indenture Trustee will deliver such monthly statement
      to
      such Certificateholder.

     

    


    ARTICLE
      VI


    Concerning
      the Owner Trustee

     

    Section
      6.01.  Acceptance
      of Trusts and Duties.
      The
      Owner Trustee accepts the trusts hereby created and agrees to perform its duties
      hereunder with respect to such trusts but only upon the terms of this Trust
      Agreement. The Owner Trustee and the Certificate Paying Agent also agree to
      disburse all moneys actually received by it constituting part of the Owner
      Trust
      Estate upon the terms of the Basic Documents and this Trust Agreement. The
      Owner
      Trustee shall not be answerable or accountable hereunder or under any Basic
      Document under any circumstances, except (i) for its own willful misconduct,
      gross negligence or bad faith or grossly negligent failure to act or (ii) in
      the
      case of the inaccuracy of any representation or warranty contained in Section
      6.03 expressly made by the Owner Trustee. In particular, but not by way of
      limitation (and subject to the exceptions set forth in the preceding
      sentence):

     

    (a)  The
      Owner
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in accordance with the instructions of the Certificateholders
      permitted under this Trust Agreement;

     

    (b)  No
      provision of this Trust Agreement or any Basic Document shall require the Owner
      Trustee to expend or risk funds or otherwise incur any financial liability
      in
      the performance of any of its rights, duties or powers hereunder or under any
      Basic Document if the Owner Trustee shall have reasonable grounds for believing
      that repayment of such funds or adequate indemnity against such risk or
      liability is not reasonably assured or provided to it;

     

    (c)  Under
      no
      circumstances shall the Owner Trustee be liable for indebtedness evidenced
      by or
      arising under any of the Basic Documents, including the principal of and
      interest on the Bonds;

     

    (d)  The
      Owner
      Trustee shall not be responsible for or in respect of the validity or
      sufficiency of this Trust Agreement or for the due execution hereof by the
      Depositor or for the form, character, genuineness, sufficiency, value or
      validity of any of the Owner Trust Estate, or for or in respect of the validity
      or sufficiency of the Basic Documents, the Bonds, the Certificates, other than
      the certificate of authentication on the Certificates, if executed by the Owner
      Trustee and the Owner Trustee shall in no event assume or incur any liability,
      duty, or obligation to any Bondholder or to any Certificateholder, other than
      as
      expressly provided for herein or expressly agreed to in the Basic
      Documents;

     

    (e)  The
      execution, delivery, authentication and performance by it of this Trust
      Agreement will not require the authorization, consent or approval of, the giving
      of notice to, the filing or registration with, or the taking of any other action
      with respect to, any governmental authority or agency;

     

    (f)  The
      Owner
      Trustee shall not be liable for the default or misconduct of the Depositor,
      Indenture Trustee, Certificate Registrar or the Master Servicer under any of
      the
      Basic Documents or otherwise and the Owner Trustee shall have no obligation
      or
      liability to perform the obligations of the Trust under this Trust Agreement
      or
      the Basic Documents that are required to be performed by the Indenture Trustee
      under the Indenture or the Seller under the Mortgage Loan Purchase Agreement;
      and

     

    (g)  The
      Owner
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it or duties imposed by this Trust Agreement, or to institute, conduct
      or defend any litigation under this Trust Agreement or otherwise or in relation
      to this Trust Agreement or any Basic Document, at the request, order or
      direction of any of the Certificateholders, unless such Certificateholders
      have
      offered to the Owner Trustee security or indemnity satisfactory to it against
      the costs, expenses and liabilities that may be incurred by the Owner Trustee
      therein or thereby. The right of the Owner Trustee to perform any discretionary
      act enumerated in this Trust Agreement or in any Basic Document shall not be
      construed as a duty, and the Owner Trustee shall not be answerable for other
      than its gross negligence or willful misconduct in the performance of any such
      act.

     

    Section
      6.02.  Furnishing
      of Documents.
      The
      Owner Trustee shall furnish to the Securityholders promptly upon receipt of
      a
      written reasonable request therefor, duplicates or copies of all reports,
      notices, requests, demands, certificates, financial statements and any other
      instruments furnished to the Trust under the Basic Documents.

     

    Section
      6.03.  Representations
      and Warranties.
      The
      Owner Trustee hereby represents and warrants to the Depositor, for the benefit
      of the Certificateholders, that:

     

    (a)  It
      is a
      banking corporation duly organized and validly existing in good standing under
      the laws of the State of Delaware. It has all requisite corporate power and
      authority to execute, deliver and perform its obligations under this Trust
      Agreement;

     

    (b)  It
      has
      taken all corporate action necessary to authorize the execution and delivery
      by
      it of this Trust Agreement, and this Trust Agreement will be executed and
      delivered by one of its officers who is duly authorized to execute and deliver
      this Trust Agreement on its behalf;

     

    (c)  Neither
      the execution nor the delivery by it of this Trust Agreement, nor the
      consummation by it of the transactions contemplated hereby nor compliance by
      it
      with any of the terms or provisions hereof will contravene any federal or
      Delaware law, governmental rule or regulation governing the banking or trust
      powers of the Owner Trustee or any judgment or order binding on it, or
      constitute any default under its charter documents or bylaws or any indenture,
      mortgage, contract, agreement or instrument to which it is a party or by which
      any of its properties may be bound;

     

    (d)  This
      Trust Agreement assuming due authorization, execution and delivery by the Owner
      Trustee and the Depositor, constitutes a valid, legal and binding obligation
      of
      the Owner Trustee, enforceable against it in accordance with the terms hereof
      subject to applicable bankruptcy, insolvency, reorganization, moratorium and
      other laws affecting the enforcement of creditors’ rights generally and to
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law;

     

    (e)  The
      Owner
      Trustee is not in default with respect to any order or decree of any court
      or
      any order, regulation or demand of any federal, state, municipal or governmental
      agency, which default might have consequences that would materially and
      adversely affect the condition (financial or other) or operations of the Owner
      Trustee or its properties or might have consequences that would materially
      adversely affect its performance hereunder; and

     

    (f)  No
      litigation is pending or, to the best of the Owner Trustee’s knowledge,
      threatened against the Owner Trustee which would prohibit its entering into
      this
      Trust Agreement or performing its obligations under this Trust
      Agreement.

     

    Section
      6.04.  Reliance;
      Advice of Counsel.
      (a)
      The
      Owner Trustee shall incur no liability to anyone in acting upon any signature,
      instrument, notice, resolution, request, consent, order, certificate, report,
      opinion, note, or other document or paper believed by it to be genuine and
      believed by it to be signed by the proper party or parties. The Owner Trustee
      may accept a certified copy of a resolution of the board of directors or other
      governing body of any corporate party as conclusive evidence that such
      resolution has been duly adopted by such body and that the same is in full
      force
      and effect. As to any fact or matter the method of determination of which is
      not
      specifically prescribed herein, the Owner Trustee may for all purposes hereof
      rely on a certificate, signed by the president or any vice president or by
      the
      treasurer or other authorized officers of the relevant party, as to such fact
      or
      matter and such certificate shall constitute full protection to the Owner
      Trustee for any action taken or omitted to be taken by it in good faith in
      reliance thereon.

     

    (b)  In
      the
      exercise or administration of the Trust hereunder and in the performance of
      its
      duties and obligations under this Trust Agreement or the Basic Documents, the
      Owner Trustee (i) may act directly or through its agents, attorneys, custodians
      or nominees (including persons acting under a power of attorney) pursuant to
      agreements entered into with any of them, and the Owner Trustee shall not be
      liable for the conduct or misconduct of such agents, attorneys, custodians
      or
      nominees (including persons acting under a power of attorney) if such persons
      have been selected by the Owner Trustee with reasonable care, and (ii) may
      consult with counsel, accountants and other skilled persons to be selected
      with
      reasonable care and employed by it. The Owner Trustee shall not be liable for
      anything done, suffered or omitted in good faith by it in accordance with the
      opinion or advice of any such counsel, accountants or other such Persons and
      not
      contrary to this Trust Agreement or any Basic Document.

     

    Section
      6.05.  Not
      Acting in Individual Capacity.
      Except
      as provided in this Article VI, in accepting the trusts hereby created
      __________acts solely as Owner Trustee hereunder and not in its individual
      capacity, and all Persons having any claim against the Owner Trustee by reason
      of the transactions contemplated by this Trust Agreement or any Basic Document
      shall look only to the Owner Trust Estate for payment or satisfaction
      thereof.

     

    Section
      6.06.  Owner
      Trustee Not Liable for Certificates or Related Documents.
      The
      recitals contained herein and in the Certificates (other than the signatures
      of
      the Owner Trustee on the Certificates) shall be taken as the statements of
      the
      Depositor, and the Owner Trustee assumes no responsibility for the correctness
      thereof. The Owner Trustee makes no representations as to the validity or
      sufficiency of this Trust Agreement, of any Basic Document or of the
      Certificates (other than the signatures of the Owner Trustee on the
      Certificates) or the Bonds, or of any Related Documents, or of MERS or the
      MERS®
System. The Owner Trustee shall at no time have any responsibility or liability
      with respect to the sufficiency of the Owner Trust Estate or its ability to
      generate the payments to be distributed to Certificateholders under this Trust
      Agreement or the Bondholders under the Indenture, including compliance by the
      Depositor or the Seller with any warranty or representation made under any
      Basic
      Document or in any related document or the accuracy of any such warranty or
      representation, or any action of the Certificate Paying Agent, the Certificate
      Registrar or the Indenture Trustee taken in the name of the Owner
      Trustee.

     

    Section
      6.07.  Owner
      Trustee May Own Certificates and Bonds.
      The
      Owner Trustee in its individual or any other capacity may, subject to Section
      3.05, become the owner or pledgee of Certificates or Bonds and may deal with
      the
      Depositor, the Seller, the Certificate Paying Agent, the Certificate Registrar
      and the Indenture Trustee in transactions with the same rights as it would
      have
      if it were not Owner Trustee.

     

    Section
      6.08.  Payments
      from Owner Trust Estate.
      All
      payments to be made by the Owner Trustee under this Trust Agreement or any
      of
      the Basic Documents to which the Owner Trustee is a party shall be made only
      from the income and proceeds of the Owner Trust Estate or from other amounts
      required to be provided by the Certificateholders and only to the extent that
      the Owner Trust shall have received income or proceeds from the Owner Trust
      Estate or the Certificateholders to make such payments in accordance with the
      terms hereof. _________________ , in its individual capacity, shall not be
      liable for any amounts payable under this Trust Agreement or any of the Basic
      Documents to which the Owner Trustee is a party.

     

    Section
      6.09.  Doing
      Business in Other Jurisdictions.
      Notwithstanding anything contained herein to the contrary, neither
      _________________ nor the Owner Trustee shall be required to take any action
      in
      any jurisdiction other than in the State of Delaware if the taking of such
      action will, even after the appointment of a co-trustee or separate trustee
      in
      accordance with Section 9.05 hereof, (i) require the consent or approval or
      authorization or order of or the giving of notice to, or the registration with
      or the taking of any other action in respect of, any state or other governmental
      authority or agency of any jurisdiction other than the State of Delaware; (ii)
      result in any fee, tax or other governmental charge under the laws of the State
      of Delaware becoming payable by _________________; or (iii) subject
      _________________ to personal jurisdiction in any jurisdiction other than the
      State of Delaware for causes of action arising from acts unrelated to the
      consummation of the transactions by _________________ or the Owner Trustee,
      as
      the case may be, contemplated hereby.

     

    Section
      6.10.  Liability
      of Certificate Registrar and Certificate Paying Agent.
      All
      provisions affording protection or rights to or limiting the liability of the
      Owner Trustee, including the provisions of this Agreement permitting the Owner
      Trustee to resign, merge or consolidate, shall inure as well to the Certificate
      Registrar and Certificate Paying Agent.

     

    


    ARTICLE
      VII


    Compensation
      of Owner Trustee

     

    Section
      7.01.  Owner
      Trustee’s Fees and Expenses.
      The
      Owner Trustee shall receive as compensation for its services hereunder such
      fees
      as have been separately agreed upon before the date hereof, and the Owner
      Trustee shall be reimbursed by the Depositor or the Master Servicer for its
      reasonable expenses hereunder and under the Basic Documents, including the
      reasonable compensation, expenses and disbursements of such agents,
      representatives, experts and counsel as the Owner Trustee may reasonably employ
      in connection with the exercise and performance of its rights and its duties
      hereunder and under the Basic Documents. The amount of the Owner Trustee’s Fee
      shall be paid by the Master Servicer pursuant to Section 3.07(a)(xiii) of the
      Servicing Agreement and Section 2.11 hereof, and all amounts owing to the Owner
      Trustee hereunder in excess of such amount shall be paid pursuant to a separate
      side agreement or as provided in Section 5.01 hereof.

     

    Section
      7.02.  Indemnification.
      The
      Depositor shall indemnify, defend and hold harmless the Owner Trustee, the
      Certificate Registrar and the Certificate Paying Agent, solely in its capacity
      as Certificate Paying Agent, and their respective successors, assigns, agents
      and servants (collectively, the “Indemnified Parties”) from and against, any and
      all liabilities, obligations, losses, damages, taxes, claims, actions and suits,
      and any and all reasonable costs, expenses and disbursements (including
      reasonable legal fees and expenses) of any kind and nature whatsoever
      (collectively, “Expenses”) which may at any time be imposed on, incurred by, or
      asserted against any Indemnified Party in any way relating to or arising out
      of
      this Trust Agreement, the Basic Documents, the Owner Trust Estate, the
      administration of the Owner Trust Estate or the action or inaction of the Owner
      Trustee, the Certificate Registrar and the Certificate Paying Agent, solely
      in
      its capacity as Certificate Paying Agent, hereunder, provided,
      that:

     

    (i)  the
      Depositor shall not be liable for or required to indemnify an Indemnified Party
      from and against Expenses arising or resulting from the Owner Trustee’s, the
      Certificate Registrar’s or the Certificate Paying Agent’s willful misconduct,
      gross negligence or bad faith or as a result of any inaccuracy of a
      representation or warranty of the Owner Trustee contained in Section 6.03
      expressly made by the Owner Trustee;

     

    (ii)  with
      respect to any such claim, the Indemnified Party shall have given the Depositor
      written notice thereof promptly after the Indemnified Party shall have actual
      knowledge thereof;

     

    (iii)  while
      maintaining control over its own defense, the Depositor shall consult with
      the
      Indemnified Party in preparing such defense; and

     

    (iv)  notwithstanding
      anything in this Agreement to the contrary, the Depositor shall not be liable
      for settlement of any claim by an Indemnified Party entered into without the
      prior consent of the Depositor which consent shall not be unreasonably
      withheld.

     

    The
      indemnities contained in this Section shall survive the resignation or
      termination of the Owner Trustee, the Certificate Registrar or the Certificate
      Paying Agent or the termination of this Trust Agreement. In the event of any
      claim, action or proceeding for which indemnity will be sought pursuant to
      this
      Section 7.02, the Owner Trustee’s, the Certificate Registrar’s or the
      Certificate Paying Agent’s choice of legal counsel, if other than the legal
      counsel retained by the Owner Trustee, the Certificate Registrar or the
      Certificate Paying Agent in connection with the execution and delivery of this
      Trust Agreement, shall be subject to the approval of the Depositor, which
      approval shall not be unreasonably withheld. In addition, upon written notice
      to
      the Owner Trustee, the Certificate Registrar or the Certificate Paying Agent
      and
      with the consent of the Owner Trustee, the Certificate Registrar or the
      Certificate Paying Agent which consent shall not be unreasonably withheld,
      the
      Depositor has the right to assume the defense of any claim, action or proceeding
      against the Owner Trustee, the Certificate Registrar or the Certificate Paying
      Agent.

     

    


    ARTICLE
      VIII


    Termination
      of Trust Agreement

     

    Section
      8.01.  Termination
      of Trust Agreement.
      (a)
      This
      Trust Agreement (other than Article VII) and the Trust shall terminate and
      be of
      no further force or effect upon the earliest of (i) the final distribution
      of
      all moneys or other property or proceeds of the Owner Trust Estate in accordance
      with the terms of the Indenture and this Trust Agreement, (ii) the distribution
      of all of the assets of the Owner Trust Estate, in accordance with written
      instructions provided to the Owner Trustee by the Majority Certificateholder,
      following the optional redemption of the Bonds by the Issuing Entity pursuant
      to
      Section 8.07 of the Indenture; provided in each case that all amounts owing
      to
      the Bondholders to the extent payable from the Owner Trust Estate or proceeds
      thereof have been paid in full and that all obligations under the Indenture
      have
      been discharged. The bankruptcy, liquidation, dissolution, death or incapacity
      of any Certificateholder shall not (x) operate to terminate this Trust Agreement
      or the Trust or (y) entitle such Certificateholder’s legal representatives or
      heirs to claim an accounting or to take any action or proceeding in any court
      for a partition or winding up of all or any part of the Trust or the Owner
      Trust
      Estate or (z) otherwise affect the rights, obligations and liabilities of the
      parties hereto.

     

    (b)  Except
      as
      provided in Section 8.01(a), neither the Depositor nor any Certificateholder
      shall be entitled to revoke or terminate the Trust.

     

    (c)  Notice
      of
      any termination of the Trust, specifying the Payment Date upon which
      Certificateholders shall surrender their Certificates to the Certificate Paying
      Agent for payment of the final distribution and cancellation, shall be given
      by
      the Certificate Paying Agent by letter to Certificateholders mailed within
      five
      Business Days of receipt of notice of the final payment on the Bonds from the
      Indenture Trustee, stating (i) the Payment Date upon or with respect to which
      final payment of the Certificates shall be made upon presentation and surrender
      of the Certificates at the office of the Certificate Paying Agent therein
      designated, (ii) the amount of any such final payment and (iii) that the Record
      Date otherwise applicable to such Payment Date is not applicable, payments
      being
      made only upon presentation and surrender of the Certificates at the office
      of
      the Certificate Payment Agent therein specified. The Certificate Paying Agent
      shall give such notice to the Owner Trustee and the Certificate Registrar at
      the
      time such notice is given to Certificateholders. Upon presentation and surrender
      of the Certificates, the Certificate Paying Agent shall cause to be distributed
      to Certificateholders amounts distributable on such Payment Date pursuant to
      Section 5.01.

     

    In
      the
      event that all of the Certificateholders shall not surrender their Certificates
      for cancellation within six months after the date specified in the above
      mentioned written notice, the Certificate Paying Agent shall give a second
      written notice to the remaining Certificateholders to surrender their
      Certificates for cancellation and receive the final distribution with respect
      thereto. Subject to applicable laws with respect to escheat of funds, if within
      one year following the Payment Date on which final payment of the Certificates
      was to have been made pursuant to Section 3.03 of the Indenture, all the
      Certificates shall not have been surrendered for cancellation, the Certificate
      Paying Agent may take appropriate steps, or may appoint an agent to take
      appropriate steps, to contact the remaining Certificateholders concerning
      surrender of their Certificates, and the cost thereof shall be paid out of
      the
      funds and other assets that shall remain subject to this Trust Agreement. Any
      funds remaining in the Certificate Distribution Account after exhaustion of
      such
      remedies shall be distributed by the Certificate Paying Agent to the
      Depositor.

     

    (d)  Upon
      the
      winding up of the Trust and its termination, the Owner Trustee shall cause
      the
      Certificate of Trust to be cancelled by filing a certificate of cancellation
      with the Secretary of State in accordance with the provisions of Section 3810(c)
      of the Statutory Trust Statute.

     

    ARTICLE
      IX


    Successor
      Owner Trustees and Additional Owner Trustees

     

    Section
      9.01.  Eligibility
      Requirements for Owner Trustee.
      The
      Owner Trustee shall at all times be a corporation satisfying the provisions
      of
      Section 3807(a) of the Statutory Trust Statute; authorized to exercise corporate
      trust powers; having a combined capital and surplus of at least $50,000,000
      and
      subject to supervision or examination by federal or state authorities; and
      having (or having a parent that has) a rating of at least [Baa3] by [Moody’s] or
      is otherwise acceptable to the Rating Agencies. If such corporation shall
      publish reports of condition at least annually pursuant to law or to the
      requirements of the aforesaid supervising or examining authority, then for
      the
      purpose of this Section, the combined capital and surplus of such corporation
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of condition so published. In case at any time the Owner Trustee
      shall cease to be eligible in accordance with the provisions of this Section
      9.01, the Owner Trustee shall resign immediately in the manner and with the
      effect specified in Section 9.02.

     

    Section
      9.02.  Replacement
      of Owner Trustee.
      The
      Owner Trustee may at any time resign and be discharged from the trusts hereby
      created by giving 30 days prior written notice thereof to the Depositor. Upon
      receiving such notice of resignation, the Depositor shall promptly appoint
      a
      successor Owner Trustee. If no successor Owner Trustee shall have been so
      appointed and have accepted appointment within 30 days after the giving of
      such
      notice of resignation, the resigning Owner Trustee may petition any court of
      competent jurisdiction for the appointment of a successor Owner
      Trustee.

     

    If
      at any
      time the Owner Trustee shall cease to be eligible in accordance with the
      provisions of Section 9.01 and shall fail to resign after written request
      therefor by the Depositor, or if at any time the Owner Trustee shall be legally
      unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of
      the
      Owner Trustee or of its property shall be appointed, or any public officer
      shall
      take charge or control of the Owner Trustee or of its property or affairs for
      the purpose of rehabilitation, conservation or liquidation, then the Depositor
      may remove the Owner Trustee.

     

    Any
      resignation or removal of the Owner Trustee and appointment of a successor
      Owner
      Trustee pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor Owner Trustee
      pursuant to Section 9.03 and payment of all fees and expenses owed to the
      outgoing Owner Trustee. The Master Servicer shall provide notice of such
      resignation or removal of the Owner Trustee to each of the Rating
      Agencies.

     

    Section
      9.03.  Successor
      Owner Trustee.
      Any
      successor Owner Trustee appointed pursuant to Section 9.02 shall execute,
      acknowledge and deliver to the Indenture Trustee and to its predecessor Owner
      Trustee an instrument accepting such appointment under this Trust Agreement,
      and
      thereupon the resignation or removal of the predecessor Owner Trustee shall
      become effective, and such successor Owner Trustee, without any further act,
      deed or conveyance, shall become fully vested with all the rights, powers,
      duties and obligations of its predecessor under this Trust Agreement, with
      like
      effect as if originally named as Owner Trustee. The predecessor Owner Trustee
      shall upon payment of its fees and expenses deliver to the successor Owner
      Trustee all documents and statements and monies held by it under this Trust
      Agreement; and the predecessor Owner Trustee shall execute and deliver such
      instruments and do such other things as may reasonably be required for fully
      and
      certainly vesting and confirming in the successor Owner Trustee all such rights,
      powers, duties and obligations.

     

    No
      successor Owner Trustee shall accept appointment as provided in this Section
      9.03 unless at the time of such acceptance such successor Owner Trustee shall
      be
      eligible pursuant to Section 9.01.

     

    Upon
      acceptance of appointment by a successor Owner Trustee pursuant to this Section
      9.03, the Owner Trustee shall mail notice thereof to all Certificateholders,
      the
      Indenture Trustee, Bondholders and the Rating Agencies.

     

    Section
      9.04.  Merger
      or Consolidation of Owner Trustee.
      Any
      Person into which the Owner Trustee may be merged or converted or with which
      it
      may be consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Owner Trustee shall be a party, or any Person
      succeeding to all or substantially all of the corporate trust business of the
      Owner Trustee, shall be the successor of the Owner Trustee hereunder, without
      the execution or filing of any instrument or any further act on the part of
      any
      of the parties hereto, anything herein to the contrary notwithstanding;
      provided, that such Person shall be eligible pursuant to Section 9.01 and,
      provided, further, that the Owner Trustee shall mail notice of such merger
      or
      consolidation to the Rating Agencies.

     

    Section
      9.05.  Appointment
      of Co-Trustee or Separate Trustee.
      Notwithstanding any other provisions of this Trust Agreement, at any time,
      for
      the purpose of meeting any legal requirements of any jurisdiction in which
      any
      part of the Owner Trust Estate may at the time be located, the Owner Trustee
      shall have the power and shall execute and deliver all instruments to appoint
      one or more Persons to act as co-trustee, jointly with the Owner Trustee, or
      as
      separate trustee or trustees, of all or any part of the Owner Trust Estate,
      and
      to vest in such Person, in such capacity, such title to the Trust or any part
      thereof and, subject to the other provisions of this Section, such powers,
      duties, obligations, rights and trusts as the Owner Trustee may consider
      necessary or desirable. No co-trustee or separate trustee under this Trust
      Agreement shall be required to meet the terms of eligibility as a successor
      Owner Trustee pursuant to Section 9.01 and no notice of the appointment of
      any
      co-trustee or separate trustee shall be required pursuant to Section
      9.03.

     

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

     

    (a)  All
      rights, powers, duties and obligations conferred or imposed upon the Owner
      Trustee shall be conferred upon and exercised or performed by the Owner 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
      Owner 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
      Owner 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 Owner 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 Owner Trustee;

     

    (b)  No
      trustee under this Trust Agreement shall be personally liable by reason of
      any
      act or omission of any other trustee under this Trust Agreement;
      and

     

    (c)  The
      Owner
      Trustee may at any time accept the resignation of or remove any separate trustee
      or co-trustee.

     

    Any
      notice, request or other writing given to the Owner 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 Trust Agreement and the
      conditions of this Article. 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 Owner
      Trustee or separately, as may be provided therein, subject to all the provisions
      of this Trust Agreement, specifically including every provision of this Trust
      Agreement relating to the conduct of, affecting the liability of, or affording
      protection to, the Owner Trustee. Each such instrument shall be filed with
      the
      Owner Trustee.

     

    Any
      separate trustee or co-trustee may at any time appoint the Owner Trustee as
      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 Trust
      Agreement 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
      Owner Trustee, to the extent permitted by law, without the appointment of a
      new
      or successor co-trustee or separate trustee.

     

    ARTICLE
      X


    Miscellaneous

     

    Section
      10.01.  Amendments.
      (a)
      This
      Trust Agreement may be amended from time to time by the parties hereto as
      specified in this Section, provided that any amendment, except as provided
      in
      subparagraph (e) below, be accompanied by an Opinion of Counsel addressed to
      the
      Owner Trustee, the Certificate Registrar and the Certificate Paying Agent and
      obtained by the Master Servicer to the effect that such amendment (i) complies
      with the provisions of this Section and (ii) if IMH Assets Corp. is not the
      Majority Certificateholder, would not cause the Trust to be subject to an entity
      level tax for federal income tax purposes.

     

    (b)  If
      the
      purpose of the amendment (as detailed therein) is to correct any mistake,
      eliminate any inconsistency, cure any ambiguity or deal with any matter not
      covered (i.e. to give effect to the intent of the parties and, if applicable,
      to
      the expectations of the Holders), it shall not be necessary to obtain the
      consent of any Holders, but the Owner Trustee, the Certificate Registrar and
      the
      Certificate Paying Agent shall be furnished with (A) a letter from the Rating
      Agencies that the amendment will not result in the downgrading or withdrawal
      of
      the rating then assigned to any Bonds or (B) an Opinion of Counsel obtained
      by
      the Master Servicer to the effect that such action will not adversely affect
      in
      any material respect the interests of any Holders.

     

    (c)  If
      the
      purpose of the amendment is to prevent the imposition of any federal or state
      taxes at any time that any Security is outstanding, it shall not be necessary
      to
      obtain the consent of any Holder, but the Owner Trustee, the Certificate
      Registrar and the Certificate Paying Agent shall be furnished with an Opinion
      of
      Counsel obtained by the Master Servicer that such amendment is necessary or
      helpful to prevent the imposition of such taxes and is not materially adverse
      to
      any Holder.

     

    (d)  If
      the
      purpose of the amendment is to add or eliminate or change any provision of
      the
      Trust Agreement other than as contemplated in (b) and (c) above, the amendment
      shall require (A) an Opinion of Counsel obtained by the Master Servicer to
      the
      effect that such action will not adversely affect in any material respect the
      interests of any Holders of the Securities and (B) either (a) a letter from
      each
      of the Rating Agencies that the amendment will not result in the downgrading
      or
      withdrawal of the rating then assigned to any Bond or (b) the consent of Holders
      of Certificates evidencing a majority Percentage Interest of the Certificates
      and the Indenture Trustee; provided, however, that no such amendment shall
      (i)
      reduce in any manner the amount of, or delay the timing of, payments received
      that are required to be distributed on any Certificate without the consent
      of
      the related Certificateholder, or (ii) reduce the aforesaid percentage of
      Certificates the Holders of which are required to consent to any such amendment,
      without the consent of the Holders of all such Certificates then
      outstanding.

     

    (e)  If
      the
      purpose of the amendment is to provide for the holding of any of the
      Certificates in book-entry form, it shall require the consent of Holders of
      all
      such Certificates then outstanding; provided, that the Opinion of Counsel
      specified in subparagraph (a) above shall not be required.

     

    (f)  If
      the
      purpose of the amendment is to provide for the issuance of additional
      certificates representing an interest in the Trust, it shall not be necessary
      to
      obtain the consent of any Holder, but the Owner Trustee shall be furnished
      with
      (A) an Opinion of Counsel obtained by the Master Servicer to the effect that
      such action will not adversely affect in any material respect the interests
      of
      any Holders and (B) a letter from each of the Rating Agencies that the amendment
      will not result in the downgrading or withdrawal of the rating then assigned
      to
      any Bonds.

     

    (g)  Promptly
      after the execution of any such amendment or consent, the Master Servicer shall
      furnish written notification of the substance of such amendment or consent
      to
      each Certificateholder, the Indenture Trustee and each of the Rating Agencies.
      It shall not be necessary for the consent of Certificateholders or the Indenture
      Trustee pursuant to this Section 10.01 to approve the particular form of any
      proposed amendment or consent, but it shall be sufficient if such consent shall
      approve the substance thereof. The manner of obtaining such consents (and any
      other consents of Certificateholders provided for in this Trust Agreement or
      in
      any other Basic Document) and of evidencing the authorization of the execution
      thereof by Certificateholders shall be subject to such reasonable requirements
      as the Owner Trustee may prescribe.

     

    (h)  In
      connection with the execution of any amendment to any agreement to which the
      Trust is a party, other than this Trust Agreement, the Owner Trustee shall
      be
      entitled to receive and conclusively rely upon an Opinion of Counsel to the
      effect that such amendment is authorized or permitted by the documents subject
      to such amendment and that all conditions precedent in the Basic Documents
      for
      the execution and delivery thereof by the Trust or the Owner Trustee, as the
      case may be, have been satisfied.

     

    (i)  No
      amendment or agreement affecting the rights or duties of the Certificate
      Registrar or the Certificate Paying Agent may be entered into without the
      consent of the affected party.

     

    Promptly
      after the execution of any amendment to the Certificate of Trust, the Owner
      Trustee shall cause the filing of such amendment with the Secretary of State
      of
      the State of Delaware.

     

    Section
      10.02.  No
      Legal Title to Owner Trust Estate.
      The
      Certificateholders shall not have legal title to any part of the Owner Trust
      Estate solely by virtue of their status as a Certificateholder. The
      Certificateholders shall be entitled to receive distributions with respect
      to
      their undivided beneficial interest therein only in accordance with Articles
      V
      and VIII. No transfer, by operation of law or otherwise, of any right, title
      or
      interest of the Certificateholders to and in their ownership interest in the
      Owner Trust Estate shall operate to terminate this Trust Agreement or the trusts
      hereunder or entitle any transferee to an accounting or to the transfer to
      it of
      legal title to any part of the Owner Trust Estate.

     

    Section
      10.03.  Limitations
      on Rights of Others.
      Except
      for Section 2.07, the provisions of this Trust Agreement are solely for the
      benefit of the Owner Trustee, the Depositor, the Certificateholders and, to
      the
      extent expressly provided herein, the Indenture Trustee and the Bondholders,
      and
      nothing in this Trust Agreement (other than Section 2.07), whether express
      or
      implied, shall be construed to give to any other Person any legal or equitable
      right, remedy or claim in the Owner Trust Estate or under or in respect of
      this
      Trust Agreement or any covenants, conditions or provisions contained
      herein.

     

    Section
      10.04.  Notices.
      (a)
      Unless
      otherwise expressly specified or permitted by the terms hereof, all notices
      shall be in writing and shall be deemed given upon receipt, to the Owner Trustee
      at: ___________________________; Attention: _______________; to the Depositor
      at: IMH Assets Corp., 1401 Dove Street, Newport Beach, California 92660;
      Attention: Richard Johnson; to the Indenture Trustee, the Certificate Registrar
      and the Certificate Paying Agent at: the Corporate Trust Office of the Indenture
      Trustee, with a copy to: _______________________, Attention: [NAME OF TRUST]
      Series 200_-_; if to the to Rating Agencies at: __________; Attention:
      __________; or, as to each party, at such other address as shall be designated
      by such party in a written notice to each other party.

     

    (b)  Any
      notice required or permitted to be given to a Certificateholder shall be given
      by first-class mail, postage prepaid, at the address of such Holder as shown
      in
      the Certificate Register. Any notice so mailed within the time prescribed in
      this Trust Agreement shall be conclusively presumed to have been duly given,
      whether or not the Certificateholder receives such notice.

     

    (c)  A
      copy of
      any notice delivered to the Owner Trustee or the Trust shall also be delivered
      to the Depositor.

     

    Section
      10.05.  Severability.
      Any
      provision of this Trust Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such prohibition or unenforceability without invalidating the remaining
      provisions hereof, and any such prohibition or unenforceability in any
      jurisdiction shall not invalidate or render unenforceable such provision in
      any
      other jurisdiction.

     

    Section
      10.06.  Separate
      Counterparts.
      This
      Trust Agreement may be executed by the parties hereto in separate counterparts,
      each of which when so executed and delivered shall be an original, but all
      such
      counterparts shall together constitute but one and the same
      instrument.

     

    Section
      10.07.  Successors
      and Assigns.
      All
      representations, warranties, covenants and agreements contained herein shall
      be
      binding upon, and inure to the benefit of, each of the Depositor, the Owner
      Trustee and its successors, and each Certificateholder and its successors and
      permitted assigns, all as herein provided. Any request, notice, direction,
      consent, waiver or other instrument or action by a Certificateholder shall
      bind
      the successors and assigns of such Certificateholder.

     

    Section
      10.08.  No
      Petition.
      The
      Owner Trustee, by entering into this Trust Agreement and each Certificateholder,
      by accepting a Certificate, hereby covenant and agree that they will not at
      any
      time institute against the Depositor or the Trust, or join in any institution
      against the Depositor or the Trust of, any bankruptcy proceedings under any
      United States federal or state bankruptcy or similar law in connection with
      any
      obligations to the Certificates, the Bonds, this Trust Agreement or any of
      the
      Basic Documents. This Section shall survive for one year following the
      termination of this Trust Agreement.

     

    Section
      10.09.  No
      Recourse.
      Each
      Certificateholder by accepting a Certificate acknowledges that such
      Certificateholder’s Certificates represent beneficial interests in the Trust
      only and do not represent interests in or obligations of the Depositor, the
      Seller, the Owner Trustee, the Indenture Trustee, the Certificate Registrar,
      the
      Certificate Paying Agent or any Affiliate thereof and no recourse may be had
      against such parties or their assets, except as may be expressly set forth
      or
      contemplated in this Trust Agreement, the Certificates or the Basic
      Documents.

     

    Section
      10.10.  Headings.
      The
      headings of the various Articles and Sections herein are for convenience of
      reference only and shall not define or limit any of the terms or provisions
      hereof.

     

    Section
      10.11.  GOVERNING
      LAW.
      THIS
      TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
      OF
      DELAWARE, 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
      10.12.  Integration.
      This
      Trust Agreement constitutes the entire agreement among the parties hereto
      pertaining to the subject matter hereof and supersedes all prior agreements
      and
      understandings pertaining thereto.

     


    
      
         

      

      
         

        
          

        

      

      
         

        
        

      

    



    IN
      WITNESS WHEREOF, the Depositor, the Owner Trustee 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.

     

    
      	 	 	 	 	 	 	 	
              IMH
                ASSETS CORP.,

              as
                Depositor

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    
      	 	 	 	 	 	 	 	
              [NAME
                OF OWNER TRUSTEE],

              as
                Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    
      	 	 	 	 	 	 	 	
              [NAME
                OF INDENTURE TRUSTEE],

              as
                Indenture Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

        
        

      

    



    EXHIBIT
      A

     

    Form
      of
      Certificate

     

    [FACE]

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE BONDS AS DESCRIBED IN THE
      INDENTURE.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE REGISTRAR
      SHALL HAVE RECEIVED AN OPINION OF COUNSEL AS DESCRIBED IN THE TRUST
      AGREEMENT.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE REGISTRAR
      SHALL HAVE RECEIVED A CERTIFICATE OF NON-FOREIGN STATUS CERTIFYING AS TO THE
      TRANSFEREE’S STATUS AS A U.S. PERSON OR CORPORATION UNDER U.S.
      LAW.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE
      PROVISIONS OF SECTION 3.05 OF THE TRUST AGREEMENT REFERRED TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE SHALL BE MADE UNLESS THE CERTIFICATE REGISTRAR
      SHALL HAVE RECEIVED EITHER (i) A REPRESENTATION LETTER FROM THE TRANSFEREE
      OF
      THIS CERTIFICATE TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT
      PLAN OR OTHER PLAN OR RETIREMENT ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT
      INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE
      INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH, A “PLAN”), OR A
      PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN,
      OR (ii) IF THIS CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A
      PLAN
      SUBJECT TO ERISA, OR SECTION 4975 OF THE CODE (OR COMPARABLE PROVISIONS OF
      ANY
      SUBSEQUENT ENACTMENTS), OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON
      WHO
      IS USING THE ASSETS OF ANY SUCH PLAN TO EFFECT SUCH ACQUISITION, AN OPINION
      OF
      COUNSEL TO THE EFFECT THAT THE PURCHASE AND HOLDING OF CERTIFICATES WILL BE
      PERMISSIBLE UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN ANY
      PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE AND WILL NOT
      SUBJECT THE DEPOSITOR, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR OR THE
      MASTER SERVICER TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR
      LIABILITIES UNDER ERISA OR SECTION 4975 OF THE CODE) IN ADDITION TO THOSE
      UNDERTAKEN IN THE TRUST AGREEMENT, WHICH OPINION OF COUNSEL SHALL NOT BE AN
      EXPENSE OF THE DEPOSITOR, THE OWNER TRUSTEE, THE CERTIFICATE REGISTRAR OR THE
      MASTER SERVICER.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SELLER,
      THE
      CERTIFICATE REGISTRAR, THE CERTIFICATE PAYING AGENT, THE DEPOSITOR, THE MASTER
      SERVICER, THE INDENTURE TRUSTEE, OR THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE
      AFFILIATES, EXCEPT AS EXPRESSLY PROVIDED IN THE TRUST AGREEMENT OR THE BASIC
      DOCUMENTS.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              Certificate
                No. ______

            	 	
              Certificate
                Percentage Interest of this Certificate____________%

            
	
              Cut-off
                Date: 

            	 	 
	
              Date
                of Amended and Restated Trust Agreement:

            	 	
              First
                Payment Date:

            
	
              Master
                Servicer:

              [NAME
                OF MASTER SERVICER]

            	 	
              Certificate
                Interest Rate:

              Variable
                Rate

            


    

    


    [NAME
      OF TRUST] SERIES 200_-_

     

    Evidencing
      a fractional undivided equity interest in the Owner Trust Estate, the property
      of which consists primarily of the Mortgage Loans in [NAME OF TRUST] Series
      200_-_ (the “Trust”), a Delaware statutory trust formed by IMH ASSETS CORP., as
      depositor, pursuant to the Trust Agreement referred to below.

     

    This
      certifies that __________________________________________ is the registered
      owner of the Percentage Interest represented hereby.

     

    The
      Trust
      was created pursuant to a Short Form Trust Agreement, dated as of
      _________________, between the Depositor and [NAME OF OWNER TRUSTEE], as owner
      trustee (the “Owner Trustee”, which term includes any successor entity under the
      Trust Agreement) (the “Short Form Trust Agreement”) as amended and restated by
      the Amended and Restated Trust Agreement dated as of _________________
      (as
      amended and supplemented from time to time, together with the Short Form Trust
      Agreement, the “Trust Agreement”) among the Depositor, the Owner Trustee and
      _________________, as certificate registrar, indenture trustee and certificate
      paying agent, a summary of certain of the pertinent provisions of which is
      set
      forth hereinafter. This Certificate is issued under and is subject to the terms,
      provisions and conditions of the Trust Agreement, to which Trust Agreement
      the
      Holder of this Certificate by virtue of the acceptance hereof assents and by
      which such Holder is bound.

     

    This
      Certificate is one of a duly authorized issue of Trust Certificates, Series
      200_-_ (herein called the “Certificates”) issued under the Trust Agreement to
      which reference is hereby made for a statement of the respective rights
      thereunder of the Depositor, the Owner Trustee and the Holders of the
      Certificates and the terms upon which the Certificates are executed and
      delivered. All terms used in this Certificate which are defined in the Trust
      Agreement shall have the meanings assigned to them in the Trust Agreement.
      The
      Owner Trust Estate consists of the Mortgage Loans in the [NAME OF TRUST] Series
      200_-_. The rights of the Holders of the Certificates are subordinated to the
      rights of the Holders of the Bonds, as set forth in the Indenture.

     

    There
      will be distributed on the 25th day of each month or, if such 25th day is not
      a
      Business Day, the next Business Day (each, a “Payment Date”), commencing on
      _________________, to the Person in whose name this Certificate is registered
      at
      the close of business on the last Business Day of the month immediately
      preceding such Payment Date (the “Record Date”), such Certificateholder’s
      Percentage Interest in the amount to be distributed to Certificateholders on
      such Payment Date.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Payment Account that have been
      released from the Lien of the Indenture for payment hereunder and that neither
      the Owner Trustee in its individual capacity nor the Depositor is personally
      liable to the Certificateholders for any amount payable under this Certificate
      or the Trust Agreement or, except as expressly provided in the Trust Agreement,
      subject to any liability under the Trust Agreement.

     

    The
      Holder of this Certificate acknowledges and agrees that its rights to receive
      distributions in respect of this Certificate are subordinated to the rights
      of
      the Bondholders as described in the Indenture, dated as of _________________,
      between the Trust and _________________, as Indenture Trustee (the
“Indenture”).

     

    The
      Depositor and each Certificateholder, by acceptance of a Certificate, agree
      to
      treat, and to take no action inconsistent with the treatment of, the
      Certificates for federal, state and local income tax purposes as an equity
      interest in the Trust.

     

    Each
      Certificateholder, by its acceptance of a Certificate, covenants and agrees
      that
      such Certificateholder will not at any time institute against the Depositor,
      or
      join in any institution against the Depositor or the Trust 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 Certificates, the Bonds,
      the
      Trust Agreement or any of the Basic Documents.

     

    Distributions
      on this Certificate will be made as provided in the Trust Agreement by the
      Certificate Paying Agent by wire transfer or check mailed to the
      Certificateholder of record in the Certificate Register without the presentation
      or surrender of this Certificate or the making of any notation hereon. Except
      as
      otherwise provided in the Trust Agreement and notwithstanding the above, the
      final distribution on this Certificate will be made after due notice by the
      Certificate Paying Agent of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency
      maintained by the Certificate Registrar for that purpose by the Trust, as
      provided in Section 3.09 of the Trust Agreement.

     

    Notwithstanding
      the above, the final distribution on this Certificate will be made after due
      notice of the pendency of such distribution and only upon presentation and
      surrender of this Certificate at the office or agency specified in such
      notice.

     

    No
      transfer, sale, pledge or other disposition of a Certificate shall be made
      unless such transfer, sale, pledge or other disposition is exempt from the
      registration requirements of the Securities Act and any applicable state
      securities laws or is made in accordance with said Act and laws. In the event
      of
      any such transfer, the Certificate Registrar or the Depositor shall prior to
      such transfer require the transferee to execute (A) either (i) (a) an investment
      letter in substantially the form attached to the Agreement as Exhibit C (or
      in
      such form and substance reasonably satisfactory to the Certificate Registrar
      and
      the Depositor) which investment letter shall not be an expense of the Trust,
      the
      Owner Trustee, the Certificate Registrar, the Master Servicer or the Depositor
      and which investment letter states that, among other things, such transferee
      (1)
      is a “qualified institutional buyer” as defined under Rule 144A, acting for its
      own account or the accounts of other “qualified institutional buyers” as defined
      under Rule 144A, and (2) is aware that the proposed transferor intends to rely
      on the exemption from registration requirements under the Securities Act of
      1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
      acceptable to and in form and substance satisfactory to the Certificate
      Registrar and the Depositor that such transfer may be made pursuant to an
      exemption, describing the applicable exemption and the basis therefor, from
      said
      Act and laws or is being made pursuant to said Act and laws, which Opinion
      of
      Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate
      Registrar, the Master Servicer or the Depositor and (b) the transferee executes
      a representation letter, substantially in the form of Exhibit D to the
      Agreement, and the transferor executes a representation letter, substantially
      in
      the form of Exhibit E to the Agreement, each acceptable to and in form and
      substance satisfactory to the Certificate Registrar and the Depositor certifying
      the facts surrounding such transfer, which representation letters shall not
      be
      an expense of the Trust, the Owner Trustee, the Certificate Registrar, the
      Master Servicer or the Depositor and (B) the Certificate of Non-Foreign Status
      (in substantially the form attached to the Agreement as Exhibit D) acceptable
      to
      and in form and substance reasonably satisfactory to the Certificate Registrar
      and the Depositor, which certificate shall not be an expense of the Trust,
      the
      Owner Trustee, the Certificate Registrar or the Depositor. The Holder of a
      Certificate desiring to effect such transfer shall, and does hereby agree to,
      indemnify the Trust, the Owner Trustee, the Indenture Trustee, the Certificate
      Paying Agent, the Certificate Registrar, the Master Servicer and the Depositor
      against any liability that may result if the transfer is not so exempt or is
      not
      made in accordance with such federal and state laws.

     

    No
      transfer of Certificates or any interest therein shall be made to any Person
      unless the Depositor, the Owner Trustee, the Certificate Registrar and the
      Master Servicer are provided with an Opinion of Counsel which establishes to
      the
      satisfaction of the Depositor, the Owner Trustee, the Certificate Registrar
      and
      the Master Servicer that the purchase and holding of Certificates will be
      permissible under applicable law, will not constitute or result in any
      prohibited transaction under ERISA or Section 4975 of the Code and will not
      subject the Depositor, the Owner Trustee, the Certificate Registrar or the
      Master Servicer to any obligation or liability (including obligations or
      liabilities under ERISA or Section 4975 of the Code) in addition to those
      undertaken in the Trust Agreement, which Opinion of Counsel shall not be an
      expense of the Depositor, the Owner Trustee, the Certificate Registrar or the
      Master Servicer. In lieu of such Opinion of Counsel, a Person may provide a
      certification in the form of Exhibit G to the Agreement that such Person is
      not
      a Plan or investing Plan Assets of a Plan, which the Depositor, the Owner
      Trustee, the Certificate Registrar and the Master Servicer may rely upon without
      further inquiry or investigation. Neither an Opinion of Counsel nor a
      certification will be required in connection with the initial transfer of any
      such Certificate by the Depositor to an affiliate of the Depositor (in which
      case, the Depositor or any affiliate thereof shall have deemed to have
      represented that such affiliate is not a Plan or a Person investing Plan Assets
      of any Plan) and the Owner Trustee shall be entitled to conclusively rely upon
      a
      representation (which, upon the request of the Owner Trustee, shall be a written
      representation) from the Depositor of the status of such transferee as an
      affiliate of the Depositor.

     

    No
      offer,
      sale, transfer, pledge, hypothecation or other disposition (including any
      pledge, sale or transfer under a repurchase transaction or securities loan)
      of
      any Certificate shall be made to any transferee unless, prior to such
      disposition, the proposed transferor delivers to the Owner Trustee an Opinion
      of
      Counsel, rendered by a law firm generally recognized to be qualified to opine
      concerning the tax aspects of asset securitization, to the effect that such
      transfer (including any disposition permitted following any default under any
      pledge or repurchase transaction) will not cause the Trust to be (i) treated
      as
      an association taxable as a corporation for federal income tax and relevant
      state income and franchise tax purposes, (ii) taxable as a taxable mortgage
      pool
      as defined in Section 7701(i) of the Code or (iii) taxable as a “publicly traded
      partnership” as defined in Treasury Regulation section 1.7704-1 for federal
      income tax purposes and relevant state franchise or income tax
      purposes.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    Unless
      the certificate of authentication hereon shall have been executed by an
      authorized officer of the Owner Trustee, or an authenticating agent by manual
      signature, this Certificate shall not entitle the Holder hereof to any benefit
      under the Trust Agreement or be valid for any purpose.

     

    THIS
      CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
      DELAWARE, 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.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its
      individual capacity, has caused this Certificate to be duly
      executed.

     

    
      	 	 	 	 	 	 	 	
              [NAME
                OF OWNER TRUSTEE],

              not
                in its individual capacity

              but
                solely as Owner Trustee

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              Dated:
                ________________

            	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Signatory

            
	 	 	 	 	 	 	 	 	 


    

    


     

    


     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Certificates referred to in the within mentioned
      Agreement.

     

    


     

    
      	
              [NAME
                OF OWNER TRUSTEE],

              not
                in its individual capacity

              but
                solely as Owner Trustee

            	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              By:

            	 	 
	 	
              Authorized
                Signatory

            	 
	 	 	 
	 	 	 
	
              or

            	 	 
	 	
              as
                Authenticating Agent of the Trust

            	 
	 	 	 
	 	 	 
	
              By:

            	 	 
	 	
              Authorized
                Signatory

            	 


    

    


     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    [REVERSE
      OF CERTIFICATE]

     

    The
      Certificates do not represent an obligation of, or an interest in, the
      Depositor, the Seller, the Master Servicer, the Indenture Trustee, the
      Certificate Paying Agent, the Certificate Registrar, the Owner Trustee or any
      Affiliates of any of them and no recourse may be had against such parties or
      their assets, except as expressly set forth or contemplated herein or in the
      Trust Agreement or the Basic Documents. In addition, this Certificate is not
      guaranteed by any governmental agency or instrumentality and is limited in
      right
      of payment to certain collections and recoveries with respect to the Mortgage
      Loans, all as more specifically set forth herein and in the Trust Agreement.
      A
      copy of the Trust Agreement may be examined by any Certificateholder upon
      written request during normal business hours at the principal office of the
      Depositor and at such other places, if any, designated by the
      Depositor.

     

    The
      Trust
      Agreement permits the amendment thereof as specified below, provided that any
      amendment be accompanied by an Opinion of Counsel to the Owner Trustee to the
      effect that such amendment complies with the provisions of the Trust Agreement
      and, if IMH Assets Corp. was not the Majority Certificateholder, would not
      cause
      the Trust to be subject to an entity level tax. If the purpose of the amendment
      is to correct any mistake, eliminate any inconsistency, cure any ambiguity
      or
      deal with any matter not covered, it shall not be necessary to obtain the
      consent of any Holder, but the Owner Trustee shall be furnished with a letter
      from the Rating Agencies that the amendment will not result in the downgrading
      or withdrawal of the rating then assigned to any Bond or the rating then
      assigned to any Bond. If the purpose of the amendment is to prevent the
      imposition of any federal or state taxes at any time that any Security is
      outstanding, it shall not be necessary to obtain the consent of the any Holder,
      but the Owner Trustee shall be furnished with an Opinion of Counsel that such
      amendment is necessary or helpful to prevent the imposition of such taxes and
      is
      not materially adverse to any Holder. If the purpose of the amendment is to
      add
      or eliminate or change any provision of the Trust Agreement, other than as
      specified in the preceding two sentences, the amendment shall require either
      (a)
      a letter from the Rating Agencies that the amendment will not result in the
      downgrading or withdrawal of the rating then assigned to any Bond or (b) the
      consent of Holders of the Certificates evidencing a majority of the Percentage
      Interests of the Certificates and the Indenture Trustee; provided, however,
      that
      no such amendment shall (i) reduce in any manner the amount of, or delay the
      time of, payments received that are required to be distributed on any
      Certificate without the consent of the related Certificateholder, or (ii) reduce
      the aforesaid percentage of Certificates the Holders of which are required
      to
      consent to any such amendment without the consent of the Holders of all such
      Certificates then outstanding.

     

    As
      provided in the Trust Agreement and subject to certain limitations therein
      set
      forth, the transfer of this Certificate is registerable in the Certificate
      Register upon surrender of this Certificate for registration of transfer at
      the
      offices or agencies of the Certificate Registrar maintained by the Trust, as
      provided in the Trust Agreement, accompanied by a written instrument of transfer
      in form satisfactory to the Certificate Registrar duly executed by the Holder
      hereof or such Holder’s attorney duly authorized in writing, and thereupon one
      or more new Certificates of authorized denominations evidencing the same
      aggregate interest in the Trust will be issued to the designated transferee.
      The
      initial Certificate Registrar appointed under the Trust Agreement is
      _________________.

     

    Except
      as
      provided in the Trust Agreement, the Certificates are issuable only in a minimum
      Certificate Percentage Interest of 10%. As provided in the Trust Agreement
      and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of authorized denominations evidencing the same aggregate
      denomination, as requested by the Holder surrendering the same. No service
      charge will be made for any such registration of transfer or exchange, but
      the
      Owner Trustee or the Certificate Registrar may require payment of a sum
      sufficient to cover any tax or governmental charge payable in connection
      therewith.

     

    The
      Owner
      Trustee, the Certificate Paying Agent, the Certificate Registrar and any agent
      of the Owner Trustee, the Certificate Paying Agent, or the Certificate Registrar
      may treat the Person in whose name this Certificate is registered as the owner
      hereof for all purposes, and none of the Owner Trustee, the Certificate Paying
      Agent, the Certificate Registrar or any such agent shall be affected by any
      notice to the contrary.

     

    The
      obligations and responsibilities created by the Trust Agreement and the Trust
      created thereby shall terminate as and when provided in accordance with the
      terms of the Trust Agreement.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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 type name and address, including postal zip code, of
      assignee)

     

    ______________________________________________________________________________

    the
      within Certificate, and all rights thereunder, hereby irrevocably constituting
      and appointing

     

    to
      transfer said Certificate on the books of the Certificate Registrar, with full
      power of substitution in the premises.

     

    Dated:

     

    


     

    
      	 	
              */

            
	 	
              Signature
                Guaranteed

            


    

    


     

    
      	 	
              */

            	 
	 	 	 


    

    


     

    ___________________

     

    */
      NOTICE:
      The signature to this assignment must correspond with the name as it appears
      upon the face of the within Certificate in every particular, without alteration,
      enlargement or any change whatever. Such signature must be guaranteed by a
      member firm of the New York Stock Exchange or a commercial bank or trust
      company.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for the information of the Certificate
      Paying Agent:

     

    Distribution
      shall be made by wire transfer in immediately available funds to

    
      	
              to

            	 	
              ,

            
	
              for
                the account of

            	 	
              ,

            
	
              account
                number___________, or, if mailed by check, to

            	 	
              .

            
	 	 	 
	
              Applicable
                statements should be mailed to

            	 	
              .

            


    

    


     

    
      	 	 
	 	
              Signature
                of assignee or agent 

              (for
                authorization of wire transfer
                only)

            


    

    


     

    


    



    EXHIBIT
      B

     

    CERTIFICATE
      OF TRUST OF

    [NAME
      OF TRUST] Series 200 -_ 

     

    THIS
      Certificate of Trust of [NAME OF TRUST] Series 200_-_ (the “Trust”), dated
      _________________, is being duly executed and filed by _________________, a
      Delaware banking corporation, as trustee, to form a statutory trust under the
      Delaware Statutory Trust Act (12 Del.
      Code,
§
3801
      et
      seq.).

     

    1. Name.
      The
      name of the statutory trust formed hereby is [NAME OF TRUST] Series
      200_-_.

     

    2. Delaware
      Trustee.
      The
      name and business address of the trustee of the Trust in the State of Delaware
      is _________________, _________________, _________________, _________________
      ,
      _________________.

     

    IN
      WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has
      executed this Certificate of Trust as of the date first above
      written.

     

    
      	 	 	 	 	 	 	 	
              _________________,

              not
                in its individual capacity but solely as owner trustee under a Trust
                Agreement dated as of _________________

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 


    

    


     

    


    



    EXHIBIT
      C

     

    [FORM
      OF
      RULE 144A INVESTMENT REPRESENTATION]

     

    Description
      of Rule 144A Securities, including numbers:

    
      	 
	 
	 
	 


    

    


    The
      undersigned seller, as registered holder (the “Seller”), intends to transfer the
      Rule 144A Securities described above to the undersigned buyer (the
“Buyer”).

     

    1. In
      connection with such transfer and in accordance with the agreements pursuant
      to
      which the Rule 144A Securities were issued, the Seller hereby certifies the
      following facts: Neither the Seller nor anyone acting on its behalf has offered,
      transferred, pledged, sold or otherwise disposed of the Rule 144A Securities,
      any interest in the Rule 144A Securities or any other similar security to,
      or
      solicited any offer to buy or accept a transfer, pledge or other disposition
      of
      the Rule 144A Securities, any interest in the Rule 144A Securities or any other
      similar security from, or otherwise approached or negotiated with respect to
      the
      Rule 144A Securities, any interest in the Rule 144A Securities or any other
      similar security with, any person in any manner, or made any general
      solicitation by means of general advertising or in any other manner, or taken
      any other action, that would constitute a distribution of the Rule 144A
      Securities under the Securities Act of 1933, as amended (the “1933 Act”), or
      that would render the disposition of the Rule 144A Securities a violation of
      Section 5 of the 1933 Act or require registration pursuant thereto, and that
      the
      Seller has not offered the Rule 144A Securities to any person other than the
      Buyer or another “qualified institutional buyer” as defined in Rule 144A under
      the 1933 Act.

     

    2. The
      Buyer
      warrants and represents to, and covenants with, the Owner Trustee and the
      Depositor (as defined in the Amended and Restated Trust Agreement (the
“Agreement”), dated as of _________________, among IMH Assets Corp., as
      Depositor, _________________, as Owner Trustee, and _________________, as
      Certificate Registrar and Certificate Paying Agent) pursuant to Section 3.05
      of
      the Agreement and _________________, as indenture trustee, as
      follows:

     

    a. The
      Buyer
      understands that the Rule 144A Securities have not been registered under the
      1933 Act or the securities laws of any state.

     

    b. The
      Buyer
      considers itself a substantial, sophisticated institutional investor having
      such
      knowledge and experience in financial and business matters that it is capable
      of
      evaluating the merits and risks of investment in the Rule 144A
      Securities.

     

    c. The
      Buyer
      has been furnished with all information regarding the Rule 144A Securities
      that
      it has requested from the Seller, the Indenture Trustee, the Owner Trustee
      or
      the Master Servicer.

     

    d. Neither
      the Buyer nor anyone acting on its behalf has offered, transferred, pledged,
      sold or otherwise disposed of the Rule 144A Securities, any interest in the
      Rule
      144A Securities or any other similar security to, or solicited any offer to
      buy
      or accept a transfer, pledge or other disposition of the Rule 144A Securities,
      any interest in the Rule 144A Securities or any other similar security from,
      or
      otherwise approached or negotiated with respect to the Rule 144A Securities,
      any
      interest in the Rule 144A Securities or any other similar security with, any
      person in any manner, or made any general solicitation by means of general
      advertising or in any other manner, or taken any other action, that would
      constitute a distribution of the Rule 144A Securities under the 1933 Act or
      that
      would render the disposition of the Rule 144A Securities a violation of Section
      5 of the 1933 Act or require registration pursuant thereto, nor will it act,
      nor
      has it authorized or will it authorize any person to act, in such manner with
      respect to the Rule 144A Securities.

     

    e. The
      Buyer
      is a “qualified institutional buyer” as that term is defined in Rule 144A under
      the 1933 Act and has completed either of the forms of certification to that
      effect attached hereto as Annex 1 or Annex 2. The Buyer is aware that the sale
      to it is being made in reliance on Rule 144A. The Buyer is acquiring the Rule
      144A Securities for its own account or the accounts of other qualified
      institutional buyers, understands that such Rule 144A Securities may be resold,
      pledged or transferred only (i) to a person reasonably believed to be a
      qualified institutional buyer that purchases for its own account or for the
      account of a qualified institutional buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
      pursuant to another exemption from registration under the 1933 Act.

     

    [3. The
      Buyer
      warrants and represents to, and covenants with, the Seller, the Indenture
      Trustee, Owner Trustee, Master Servicer and the Depositor that either (1) the
      Buyer is (A) not an employee benefit plan (within the meaning of Section 3(3)
      of
      the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), or a
      plan (within the meaning of Section 4975(e)(1) of the Internal Revenue Code
      of
      1986 (“Code”)), which (in either case) is subject to ERISA or Section 4975 of
      the Code (each a “Plan”), and (B) is not directly or indirectly purchasing the
      Rule 144A Securities on behalf of, as investment manager of, as named fiduciary
      of, as trustee of, or with “plan assets” of a Plan, or (2) the Buyer understands
      that registration of transfer of any Rule 144A Securities to any Plan, or to
      any
      Person acting on behalf of any Plan, will not be made unless such Plan delivers
      an opinion of its counsel, addressed and satisfactory to the Certificate
      Registrar, the Owner Trustee, the Master Servicer and the Depositor, to the
      effect that the purchase and holding of the Rule 144A Securities by, on behalf
      of or with “plan assets” of any Plan would be permissible under applicable law,
      would not constitute or result in a prohibited transaction under ERISA or
      Section 4975 of the Code, and would not subject the Depositor, the Owner
      Trustee, the Certificate Registrar or the Master Servicer to any obligation
      or
      liability (including liabilities under ERISA or Section 4975 of the Code) in
      addition to those undertaken in the Agreement, which Opinion of Counsel shall
      not be an expense of the Depositor, the Owner Trustee, the Certificate Registrar
      or the Master Servicer.]

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    4. This
      document may be executed in one or more counterparts and by the different
      parties hereto on separate counterparts, each of which, when so executed, shall
      be deemed to be an original; such counterparts, together, shall constitute
      one
      and the same document.

     

    IN
      WITNESS WHEREOF, each of the parties has executed this document as of the date
      set forth below.

    


    
      	 	 	 
	
              Print
                Name of Seller

            	 	
              Print
                Name of Buyer

            
	 	 	 
	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Name:

            	 	
              Name:

            
	
              Title:

            	 	
              Title:

            
	 	 	 
	
              Taxpayer
                Identification:

            	 	
              Taxpayer
                Identification:

            
	
              No.

            	 	 	
              No.

            	 
	
              Date:

            	 	 	
              Date:

            	 


    

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    ANNEX
      1 TO EXHIBIT C

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Buyers Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows in connection with the Rule 144A
      Investment Representation to which this Certification is attached:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2. In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933
      (“Rule 144A”) because (i) the Buyer owned and/or invested on a discretionary
      basis $____________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Buyer’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Buyer satisfies the criteria in the
      category marked below.

     

    
      	
              ___

            	
              Corporation,
                etc.
                The Buyer is a corporation (other than a bank, savings and loan
                association or similar institution), Massachusetts or similar business
                trust, partnership, or charitable organization described in Section
                501(c)(3) of the Internal Revenue
                Code.

            


    

     

    
      	
              ___

            	
              Bank.
                The Buyer (a) is a national bank or banking institution organized
                under
                the laws of any State, territory or the District of Columbia, the
                business
                of which is substantially confined to banking and is supervised by
                the
                State or territorial banking commission or similar official or is
                a
                foreign bank or equivalent institution, and (b) has an audited net
                worth
                of at least $25,000,000 as demonstrated in its latest annual financial
                statements, a copy of which is attached
                hereto.

            


    

     

    
      	
              ___

            	
              Savings
                and Loan.
                The Buyer (a) is a savings and loan association, building and loan
                association, cooperative bank, homestead association or similar
                institution, which is supervised and examined by a State or Federal
                authority having supervision over any such institutions or is a foreign
                savings and loan association or equivalent institution and (b) has
                an
                audited net worth of at least $25,000,000 as demonstrated in its
                latest
                annual financial statements.

            


    

     

    
      	
              ___

            	
              Broker-Dealer.
                The Buyer is a dealer registered pursuant to Section 15 of the Securities
                Exchange Act of 1934.

            


    

     

    
      	
              ___

            	
              Insurance
                Company.
                The Buyer is an insurance company whose primary and predominant business
                activity is the writing of insurance or the reinsuring of risks
                underwritten by insurance companies and which is subject to supervision
                by
                the insurance commissioner or a similar official or agency of a State
                or
                territory or the District of
                Columbia.

            


    

     

    
      	
              ___

            	
              State
                or Local Plan.
                The Buyer is a plan established and maintained by a State, its political
                subdivisions, or any agency or instrumentality of the State or its
                political subdivisions, for the benefit of its
                employees.

            


    

     

    
      	
              ___

            	
              ERISA
                Plan.
                The Buyer is an employee benefit plan within the meaning of Title
                I of the
                Employee Retirement Income Security Act of
                1974.

            


    

     

    
      	
              ___

            	
              Investment
                Adviser.
                The Buyer is an investment adviser registered under the Investment
                Advisers Act of 1940.

            


    

     

    
      	
              ___

            	
              SBIC.
                The Buyer is a Small Business Investment Company licensed by the
                U.S.
                Small Business Administration under Section 301(c) or (d) of the
                Small
                Business Investment Act of 1958.

            


    

     

    
      	
              ___

            	
              Business
                Development Company.
                The Buyer is a business development company as defined in Section
                202(a)(22) of the Investment Advisers Act of
                1940.

            


    

     

    
      	
              ___

            	
              Trust
                Fund.
                The Buyer is a trust fund whose trustee is a bank or trust company
                and
                whose participants are exclusively (a) plans established and maintained
                by
                a State, its political subdivisions, or any agency or instrumentality
                of
                the State or its political subdivisions, for the benefit of its employees,
                or (b) employee benefit plans within the meaning of Title I of the
                Employee Retirement Income Security Act of 1974, but is not a trust
                fund
                that includes as participants individual retirement accounts or H.R.
                10
                plans.

            


    

     

    
      

        

        
          1 Buyer
            must own and/or invest on a discretionary basis at least $100,000,000
            in
            securities unless Buyer is a dealer, and, in that case, Buyer must own
            and/or
            invest on a discretionary basis at least $10,000,000 in securities.

        

      

    

     

    3. The
      term
“securities”
as
      used
      herein does
      not include
      (i)
      securities of issuing entities that are affiliated with the Buyer, (ii)
      securities that are part of an unsold allotment to or subscription by the Buyer,
      if the Buyer is a dealer, (iii) bank deposit Bonds and certificates of deposit,
      (iv) loan participations, (v) repurchase agreements, (vi) securities owned
      but
      subject to a repurchase agreement and (vii) currency, interest rate and
      commodity swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph. Further, in determining such aggregate amount, the
      Buyer may have included securities owned by subsidiaries of the Buyer, but
      only
      if such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer’s direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities Exchange Act of 1934.

     

    5. The
      Buyer
      acknowledges that it is familiar with Rule 144A and understands that the seller
      to it and other parties related to the Certificates are relying and will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

     

    
      	 	 	
              Will
                the Buyer be purchasing the Rule 144A

            
	
              Yes

            	
              No

            	
              Securities
                only for the Buyer’s own account?

            


    

     

    6. If
      the
      answer to the foregoing question is “no”, the Buyer agrees that, in connection
      with any purchase of securities sold to the Buyer for the account of a third
      party (including any separate account) in reliance on Rule 144A, the Buyer
      will
      only purchase for the account of a third party that at the time is a “qualified
      institutional buyer” within the meaning of Rule 144A. In addition, the Buyer
      agrees that the Buyer will not purchase securities for a third party unless
      the
      Buyer has obtained a current representation letter from such third party or
      taken other appropriate steps contemplated by Rule 144A to conclude that such
      third party independently meets the definition of “qualified institutional
      buyer” set forth in Rule 144A.

     

    7. The
      Buyer
      will notify each of the parties to which this certification is made of any
      changes in the information and conclusions herein. Until such notice is given,
      the Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of
      this certification as of the date of such purchase.

     

    
      	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Buyer

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Date:

            	 


    

    


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    ANNEX
      2 TO EXHIBIT C

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Buyers That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows in connection with the Rule 144A
      Investment Representation to which this Certification is attached:

     

    1.
      As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933 (“Rule 144A”) because Buyer is part of a Family of Investment
      Companies (as defined below), is such an officer of the Adviser.

     

    2.
      In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, and (ii) as marked
      below, the Buyer alone, or the Buyer’s Family of Investment Companies, owned at
      least $100,000,000 in securities (other than the excluded securities referred
      to
      below) as of the end of the Buyer’s most recent fiscal year. For purposes of
      determining the amount of securities owned by the Buyer or the Buyer’s Family of
      Investment Companies, the cost of such securities was used.

    
       

      
        	
                ___

              	
                 

              	
                The
                  Buyer owned $__________
                  in
                  securities (other than the excluded securities referred to below)
                  as of
                  the end of the Buyer’s most recent fiscal year (such amount being
                  calculated in accordance with Rule
                  144A).

              


      

      
        
           

          
            	
                    ___

                  	
                     

                  	
                    The
                      Buyer is part of a Family of Investment Companies which owned
                      in the
                      aggregate $____________
                      in
                      securities (other than the excluded securities referred to
                      below) as of
                      the end of the Buyer’s most recent fiscal year (such amount being
                      calculated in accordance with Rule
                      144A).

                  


          

           

        

      

    

    3. The
      term
“Family
      of Investment Companies”
as
      used
      herein means two or more registered investment companies (or series thereof)
      that have the same investment adviser or investment advisers that are affiliated
      (by virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the
      other).

     

    4. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuing entities that are affiliated
      with the Buyer or are part of the Buyer’s Family of Investment Companies, (ii)
      bank deposit Bonds and certificates of deposit, (iii) loan participations,
      (iv)
      repurchase agreements, (v) securities owned but subject to a repurchase
      agreement and (vi) currency, interest rate and commodity swaps.

     

    5. The
      Buyer
      is familiar with Rule 144A and understands that each of the parties to which
      this certification is made are relying and will continue to rely on the
      statements made herein because one or more sales to the Buyer will be in
      reliance on Rule 144A. In addition, the Buyer will only purchase for the Buyer’s
      own account.

     

    6. The
      undersigned will notify each of the parties to which this certification is
      made
      of any changes in the information and conclusions herein. Until such notice,
      the
      Buyer’s purchase of Rule 144A Securities will constitute a reaffirmation of this
      certification by the undersigned as of the date of such purchase.

     

    
      	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Buyer

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title:

            	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              IF
                AN ADVISER:

            
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Print
                Name of Buyer

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              Date:

            	 


    

    


     

     

    EXHIBIT
      D

     

    CERTIFICATE
      OF NON-FOREIGN STATUS

     

    This
      Certificate of Non-Foreign Status (“certificate”) is delivered pursuant to
      Section 3.03 of the Trust Agreement, dated as of _________________ (the “Trust
      Agreement”), among IMH Assets Corp., as Depositor, _________________, as Owner
      Trustee and _________________, as Certificate Registrar and Certificate Paying
      Agent, in connection with the acquisition of, transfer to or possession by
      the
      undersigned, whether as beneficial owner for U.S. federal income tax purposes
      (the “Beneficial Owner”), or nominee on behalf of the Beneficial Owner of the
      Certificates, Series 200_-_ (the “Certificate”). Capitalized terms used but not
      defined in this certificate have the respective meanings given them in the
      Trust
      Agreement.

     

    Each
      holder must complete Part I, Part II (if the holder is a nominee) and in all
      cases sign and otherwise complete Part III.

     

    In
      addition, each holder shall submit with the Certificate an IRS Form W-9 relating
      to such holder.

     

    To
      confirm to the Trust that the provisions of Sections 871, 881 or 1446 of the
      Internal Revenue Code (relating to withholding tax on foreign partners) do
      not
      apply in respect of the Certificate held by the undersigned, the undersigned
      hereby certifies:

     

    
      	
              Part
                I -

            	 	
              Complete
                Either A or B

            


    

     

    
      	 	
              A.

            	
              Individual
                as Beneficial Owner

            


    

     

    
      	 	
              1.

            	
              I
                am (The Beneficial Owner is ) not a non-resident alien for purposes
                of
                U.S. income taxation;

            


    

     

    
      	 	
              2.

            	
              My
                (The Beneficial Owner’s) name and home address
                are:

            


    

    


    
      	 	 	 
	 	 	 
	 	 	
              ;
                and

            


    

    


     

    
      	 	
              3.

            	
              My
                (The Beneficial Owner’s) U.S. taxpayer identification number (Social
                Security Number) is

            


    

     

    
      	 	
              B.

            	
              Corporate,
                Partnership or Other Entity as Beneficial
                Owner

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	
              1.

            	
              ______________(Name
                of the Beneficial Owner) is not a foreign corporation, foreign
                partnership, foreign trust or foreign estate (as those terms are
                defined
                in the Code and Treasury
                Regulations;

            


    

     

    
      	 	
              2.

            	
              The
                Beneficial Owner’s office address and place of incorporation (if
                applicable) is

            


    

     

    __________________;
      and

     

    
      	 	
              3.

            	
              The
                Beneficial Owner’s U.S. employer identification number is __________________.

            


    

     

    Part
      II
      -  Nominees

     

    If
      the
      undersigned is the nominee for the Beneficial Owner, the undersigned certifies
      that this certificate has been made in reliance upon information contained
      in:

     

    _________ an
      IRS
      Form W-9

     

    _________ a
      form
      such as this or substantially similar

     

    provided
      to the undersigned by an appropriate person and (i) the undersigned agrees
      to
      notify the Trust at least thirty (30) days prior to the date that the form
      relied upon becomes obsolete, and (ii) in connection with change in Beneficial
      Owners, the undersigned agrees to submit a new Certificate of Non-Foreign Status
      to the Trust promptly after such change.

     

    Part
      III
      -  Declaration

     

    The
      undersigned, as the Beneficial Owner or a nominee thereof, agrees to notify
      the
      Trust within sixty (60) days of the date that the Beneficial Owner becomes
      a
      foreign person. The undersigned understands that this certificate may be
      disclosed to the Internal Revenue Service by the Trust and any false statement
      contained therein could be punishable by fines, imprisonment or
      both.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Under
      penalties of perjury, I declare that I have examined this certificate and to
      the
      best of my knowledge and belief it is true, correct and complete and will
      further declare that I will inform the Trust of any change in the information
      provided above, and, if applicable, I further declare that I have the authority*
      to sign this document.

     

    __________________________

     

    Name

     

    


     

    __________________________

     

    Title
      (if
      applicable)

     

    __________________________

     

    Signature
      and Date

     

    *Note:
      If
      signed pursuant to a power of attorney, the power of attorney must accompany
      this certificate.

     

    



    EXHIBIT
      E

     

    FORM
      OF
      INVESTMENT LETTER [NON-RULE 144A]

     

    [DATE]

     

    [OWNER
      TRUSTEE]

     

    [CERTIFICATE
      REGISTRAR]

     

    
      	 	
              Re:

            	
              [NAME
                OF TRUST] Series 200_-_ Trust Certificates,

              Series
                200_-_ (the
                “Certificates”)                                    

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above-captioned Certificates, we certify
      that (a) we understand that the Certificates are not being registered under
      the
      Securities Act of 1933, as amended (the “Act”), or any state securities laws and
      are being transferred to us in a transaction that is exempt from the
      registration requirements of the Act and any such laws, (b) we are an
“accredited investor,” as defined in Regulation D under the Act, and have such
      knowledge and experience in financial and business matters that we are capable
      of evaluating the merits and risks of investments in the Certificates, (c)
      we
      have had the opportunity to ask questions of and receive answers from the
      Depositor concerning the purchase of the Certificates and all matters relating
      thereto or any additional information deemed necessary to our decision to
      purchase the Certificates, (d)(1) we are not an employee benefit plan that
      is
      subject to the Employee Retirement Income Security Act of 1974, as amended,
      or a
      plan that is subject to Section 4975 of the Internal Revenue Code of 1986,
      as
      amended, nor are we acting on behalf of any such plan, or (2) we have provided
      an opinion of counsel as required by the Trust Agreement (e) we are acquiring
      the Certificates for investment for our own account and not with a view to
      any
      distribution of such Certificates (but without prejudice to our right at all
      times to sell or otherwise dispose of the Certificates in accordance with clause
      (g) below), (f) we have not offered or sold any Certificates to, or solicited
      offers to buy any Certificates from, any person, or otherwise approached or
      negotiated with any person with respect thereto, or taken any other action
      which
      would result in a violation of Section 5 of the Act, and (g) we will not sell,
      transfer or otherwise dispose of any Certificates unless (1) such sale, transfer
      or other disposition is made pursuant to an effective registration statement
      under the Act or is exempt from such registration requirements, and if
      requested, we will at our expense provide an opinion of counsel satisfactory
      to
      the addressees of this certificate that such sale, transfer or other disposition
      may be made pursuant to an exemption from the Act, (2) the purchaser or
      transferee of such Certificate has executed and delivered to you a certificate
      to substantially the same effect as this certificate, and (3) the purchaser
      or
      transferee has otherwise complied with any conditions for transfer set forth
      in
      the Trust Agreement.

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              [TRANSFEREE]

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	 	
              Authorized
                Officer

            


    

     

     


    EXHIBIT
      F

     

    TRANSFEROR
      CERTIFICATE

     

    [OWNER
      TRUSTEE]

     

    [CERTIFICATE
      REGISTRAR]

     

    
      	 	
              Re:

            	
              Proposed
                Transfer of Trust Certificates, [NAME OF TRUST] Series
                200_-_

            


    

     

    Gentlemen:

     

    This
      certification is being made by ____________________ (the “Transferor”) in
      connection with the proposed Transfer to _____________________ (the
“Transferee”) of a trust certificate (the “Trust Certificate”) representing ___%
      fractional undivided interest in [NAME OF TRUST] Series 200_-_ (the “Trust”)
      created pursuant to a Trust Agreement, dated as of _________________ (such
      agreement, as amended by the Amended and Restated Trust Agreement dated
      _________________, being referred to herein as the “Trust Agreement”) among IMH
      Assets Corp. (the “Company”), _________________, as Owner Trustee (the “Owner
      Trustee”) and _________________, as certificate registrar and certificate paying
      agent (the “Certificate Registrar”). Initially capitalized terms used but not
      defined herein have the meanings assigned to them in the Trust Agreement. The
      Transferor hereby certifies, represents and warrants to, and covenants with,
      the
      Company, the Owner Trustee and the Certificate Registrar that:

     

    Neither
      the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Trust Certificate, any interest in
      any
      Trust Certificate or any other similar security to any person in any manner,
      (b)
      has solicited any offer to buy or to accept a pledge, disposition or other
      transfer of any Trust Certificate, any interest in any Trust Certificate or
      any
      other similar security from any person in any manner, (c) has otherwise
      approached or negotiated with respect to any Trust Certificate, any interest
      in
      any Trust Certificate or any other similar security with any person in any
      manner, (d) has made any general solicitation by means of general advertising
      or
      in any other manner, or (e) has taken any other action, that (as to any of
      (a)
      through (e) above) would constitute a distribution of the Trust Certificates
      under the Securities Act of 1933 (the “Act”), that would render the disposition
      of any Trust Certificate a violation of Section 5 of the Act or any state
      securities law, or that would require registration or qualification pursuant
      thereto. The Transferor will not act in any manner set forth in the foregoing
      sentence with respect to any Trust Certificate. The Transferor has not and
      will
      not sell or otherwise transfer any of the Trust Certificates, except in
      compliance with the provisions of the Trust Agreement.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    
      	
              Date:

            	 	 	 
	 	 	
              Name
                of Transferor

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              Signature

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              Name

            
	 	 	 
	 	 	 
	 	 	 
	 	 	
              Title

            


    

    


     


    EXHIBIT
      G

     

    [DATE]

     

    [OWNER
      TRUSTEE]

     

    [CERTIFICATE
      REGISTRAR]

     

    
      	 	
              Re:

            	
              Proposed
                Transfer of Trust Certificates,

              [NAME
                OF TRUST] Series 200_-_ (the
                “Certificates”)

            


    

     

    Gentlemen:

     

    This
      certification is being made by _____________
      (the
“Transferee”) in connection with the proposed Transfer by _________
      (the
“Transferor”) of a trust certificate (the “Trust Certificate”) representing __%
      fractional undivided interest in [NAME OF TRUST] Series 200_-_ (the “Trust”)
      created pursuant to a Trust Agreement, dated as of _________________ (such
      agreement, as amended by the Amended and Restated Trust Agreement dated
      _________________, being referred to herein as the “Trust Agreement”) among IMH
      Assets Corp. (the “Company”), _________________, as Owner Trustee (the “Owner
      Trustee”) and _________________, as certificate registrar and certificate paying
      agent (the “Certificate Registrar”). Initially capitalized terms used but not
      defined herein have the meanings assigned to them in the Trust Agreement. The
      Transferee hereby certifies, represents and warrants to, and covenants with,
      the
      Company, the Owner Trustee and the Certificate Registrar that:

     

    (i) either
      (a) or (b) is satisfied, as marked below:

     

    ___ a. The
      Transferee is not any employee benefit plan or other plan or retirement
      arrangement subject to the Employee Retirement Income Security Act of 1974,
      as
      amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986 (the
“Code”) (each, a “Plan”), a Person acting, directly or indirectly, on behalf of
      a Plan or any Person acquiring such Certificates with “plan assets” of a Plan
      within the meaning of the Department of Labor regulation promulgated at 29
      C.F.R. § 2510.3-101; or

     

    ___ b. The
      Transferee is a Plan, a Person acting, directly or indirectly, on behalf of
      a
      Plan or any Person acquiring such Certificates with “plan assets” of a Plan
      within the meaning of the Department of Labor regulation promulgated at 29
      C.F.R. § 2510.3-101 and will provide the Depositor, the Owner Trustee, the
      Certificate Registrar and the Master Servicer with an Opinion of Counsel,
      satisfactory to the Depositor, the Owner Trustee, the Certificate Registrar
      and
      the Master Servicer, to the effect that the purchase and holding of a
      Certificate by or on behalf of the Transferee will be permissible under
      applicable law, will not constitute or result in a prohibited transaction under
      Section 406 of ERISA or Section 4975 of the Code (or comparable provisions
      of
      any subsequent enactments) and will not subject the Depositor, the Owner
      Trustee, the Certificate Registrar or the Master Servicer to any obligation
      or
      liability (including liabilities under ERISA or Section 4975 of the Code) in
      addition to those undertaken in the Trust Agreement, which opinion of counsel
      shall not be an expense of the Depositor, the Owner Trustee, the Certificate
      Registrar or the Master Servicer; and

     

    (ii)
      the
      Transferee is familiar with the prohibited transaction restrictions and
      fiduciary responsibility requirements of Sections 406 and 407 of ERISA and
      Section 4975 of the Code and understands that each of the parties to which
      this
      certification is made is relying and will continue to rely on the statements
      made in this paragraph.

     

     

    
      	 	 	 	 	 	 	 	
              Very
                truly yours,

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
              By:

            	 
	 	 	 	 	 	 	 	
              Name:

            	 
	 	 	 	 	 	 	 	
              Title: