EXHIBIT 4.1

<PAGE>

                          IMPAC CMB TRUST SERIES 2001-1

                                     Issuer

                                       and

                    BANKERS TRUST COMPANY OF CALIFORNIA, N.A.

                                Indenture Trustee

                    -----------------------------------------



                                    INDENTURE

                            Dated as of May 29, 2001

                   ------------------------------------------


                        COLLATERALIZED ASSET-BACKED BONDS


                                  -------------





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<TABLE>
<CAPTION>
                                                 TABLE OF CONTENTS
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Section                                                                                                        Page
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<S>                                                                                                            <C>
ARTICLE I

         Definitions

         1.01.         DEFINITIONS................................................................................2
         1.02.         INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT..........................................2
         1.03.         RULES OF CONSTRUCTION......................................................................2

ARTICLE II

         Original Issuance of Bonds
         2.01.         FORM.......................................................................................4
         2.02.         EXECUTION, AUTHENTICATION AND DELIVERY.....................................................4
         2.03.         ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE..........................................5

ARTICLE III

         Covenants

         3.01.         COLLECTION OF PAYMENTS WITH RESPECT TO THE MORTGAGE LOANS..................................7
         3.02.         MAINTENANCE OF OFFICE OR AGENCY............................................................7
         3.03.         MONEY FOR PAYMENTS TO BE HELD IN TRUST; PAYING AGENT.......................................7
         3.04.         EXISTENCE..................................................................................8
         3.05.         PAYMENT OF PRINCIPAL AND INTEREST..........................................................9
         3.06.         PROTECTION OF TRUST ESTATE................................................................12
         3.07.         OPINIONS AS TO TRUST ESTATE...............................................................13
         3.08.         PERFORMANCE OF OBLIGATIONS................................................................13
         3.09.         NEGATIVE COVENANTS........................................................................14
         3.10.         ANNUAL STATEMENT AS TO COMPLIANCE.........................................................14
         3.11.         [RESERVED]................................................................................15
         3.12.         REPRESENTATIONS AND WARRANTIES CONCERNING THE MORTGAGE LOANS..............................15
         3.13.         AMENDMENTS TO SERVICING AGREEMENT.........................................................15
         3.14.         MASTER SERVICER AS AGENT AND BAILEE OF THE INDENTURE TRUSTEE..............................15
         3.15.         INVESTMENT COMPANY ACT....................................................................16
         3.16.         ISSUER MAY CONSOLIDATE, ETC...............................................................16
         3.17.         SUCCESSOR OR TRANSFEREE...................................................................18
         3.18.         NO OTHER BUSINESS.........................................................................18
         3.19.         NO BORROWING..............................................................................18
         3.20.         GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES.........................................18


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         3.21.         CAPITAL EXPENDITURES......................................................................18
         3.22.         DETERMINATION OF BOND INTEREST RATE.......................................................18
         3.23.         RESTRICTED PAYMENTS.......................................................................19
         3.24.         NOTICE OF EVENTS OF DEFAULT...............................................................19
         3.25.         FURTHER INSTRUMENTS AND ACTS..............................................................19
         3.26.         STATEMENTS TO BONDHOLDERS.................................................................19
         3.27.         [RESERVED]................................................................................19
         3.28.         [RESERVED]................................................................................19
         3.29.         REPLACEMENT CAP CONTRACTS.................................................................19
         3.30.         ALLOCATION OF REALIZED LOSSES.............................................................20

ARTICLE IV

         The Bonds; Satisfaction and Discharge of Indenture

         4.01.         THE BONDS.................................................................................21
         4.02.         REGISTRATION OF AND LIMITATIONS ON TRANSFER AND EXCHANGE OF BONDS;
                       APPOINTMENT OF BOND REGISTRAR AND CERTIFICATE REGISTRAR...................................21
         4.03.         MUTILATED, DESTROYED, LOST OR STOLEN BONDS................................................22
         4.04.         PERSONS DEEMED OWNERS.....................................................................23
         4.05.         CANCELLATION..............................................................................23
         4.06.         BOOK-ENTRY BONDS..........................................................................23
         4.07.         NOTICES TO DEPOSITORY.....................................................................24
         4.08.         DEFINITIVE BONDS..........................................................................24
         4.09.         TAX TREATMENT.............................................................................25
         4.10.         SATISFACTION AND DISCHARGE OF INDENTURE...................................................25
         4.11.         APPLICATION OF TRUST MONEY................................................................26
         4.12.         [RESERVED]................................................................................27
         4.13.         REPAYMENT OF MONIES HELD BY PAYING AGENT..................................................27
         4.14.         TEMPORARY BONDS...........................................................................27
         4.15.         REPRESENTATION REGARDING ERISA............................................................27

ARTICLE V

         DEFAULT AND REMEDIES

         5.01.         EVENTS OF DEFAULT.........................................................................28
         5.02.         ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT........................................28
         5.03.         COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY INDENTURE TRUSTEE.................29
         5.04.         REMEDIES; PRIORITIES......................................................................31
         5.05.         OPTIONAL PRESERVATION OF THE TRUST ESTATE.................................................32
         5.06.         LIMITATION OF SUITS.......................................................................33


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         5.07.         UNCONDITIONAL RIGHTS OF BONDHOLDERS TO RECEIVE PRINCIPAL AND INTEREST.....................34
         5.08.         RESTORATION OF RIGHTS AND REMEDIES........................................................34
         5.09.         RIGHTS AND REMEDIES CUMULATIVE............................................................34
         5.10.         DELAY OR OMISSION NOT A WAIVER............................................................34
         5.11.         [RESERVED]................................................................................34
         5.12.         WAIVER OF PAST DEFAULTS...................................................................34
         5.13.         UNDERTAKING FOR COSTS.....................................................................35
         5.14.         WAIVER OF STAY OR EXTENSION LAWS..........................................................35
         5.15.         SALE OF TRUST ESTATE......................................................................35
         5.16.         ACTION ON BONDS...........................................................................37

ARTICLE VI

         THE INDENTURE TRUSTEE

         6.01.         DUTIES OF INDENTURE TRUSTEE...............................................................39
         6.02.         RIGHTS OF INDENTURE TRUSTEE...............................................................40
         6.03.         INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE....................................................40
         6.04.         INDENTURE TRUSTEE'S DISCLAIMER............................................................41
         6.05.         NOTICE OF EVENT OF DEFAULT................................................................41
         6.06.         REPORTS BY INDENTURE TRUSTEE TO HOLDERS AND TAX ADMINISTRATION............................41
         6.07.         COMPENSATION AND INDEMNITY................................................................41
         6.08.         REPLACEMENT OF INDENTURE TRUSTEE..........................................................42
         6.09.         SUCCESSOR INDENTURE TRUSTEE BY MERGER.....................................................43
         6.10.         APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE.........................43
         6.11.         ELIGIBILITY; DISQUALIFICATION.............................................................44
         6.12.         PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER..........................................45
         6.13.         REPRESENTATIONS AND WARRANTIES............................................................45
         6.14.         DIRECTIONS TO INDENTURE TRUSTEE...........................................................45
         6.15.         THE AGENTS................................................................................45

ARTICLE VII

         BONDHOLDERS' LISTS AND REPORTS

         7.01.         ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF BONDHOLDERS....................46
         7.02.         PRESERVATION OF INFORMATION; COMMUNICATIONS TO BONDHOLDERS................................46
         7.03.         REPORTS OF ISSUER.........................................................................46
         7.04.         REPORTS BY INDENTURE TRUSTEE..............................................................47
         7.05.         STATEMENTS TO BONDHOLDERS.................................................................47



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ARTICLE VIII

         ACCOUNTS, DISBURSEMENTS AND RELEASES

         8.01.         COLLECTION OF MONEY.......................................................................50
         8.02.         TRUST ACCOUNTS............................................................................50
         8.03.         OFFICER'S CERTIFICATE.....................................................................50
         8.04.         TERMINATION UPON DISTRIBUTION TO BONDHOLDERS..............................................51
         8.05.         RELEASE OF TRUST ESTATE...................................................................51
         8.06.         SURRENDER OF BONDS UPON FINAL PAYMENT.....................................................51
         8.07.         OPTIONAL REDEMPTION OF THE BONDS..........................................................51

ARTICLE IX

         SUPPLEMENTAL INDENTURES

         9.01.         SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF BONDHOLDERS....................................53
         9.02.         SUPPLEMENTAL INDENTURES WITH CONSENT OF BONDHOLDERS.......................................54
         9.03.         EXECUTION OF SUPPLEMENTAL INDENTURES......................................................56
         9.04.         EFFECT OF SUPPLEMENTAL INDENTURE..........................................................56
         9.05.         CONFORMITY WITH TRUST INDENTURE ACT.......................................................56
         9.06.         REFERENCE IN BONDS TO SUPPLEMENTAL INDENTURES.............................................56

ARTICLE X

         MISCELLANEOUS

         10.01.        COMPLIANCE CERTIFICATES AND OPINIONS, ETC.................................................57
         10.02.        FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE..........................................58
         10.03.        ACTS OF BONDHOLDERS.......................................................................59
         10.04.        NOTICES, ETC., TO INDENTURE TRUSTEE, ISSUER AND RATING AGENCIES...........................59
         10.05.        NOTICES TO BONDHOLDERS; WAIVER............................................................60
         10.06.        CONFLICT WITH TRUST INDENTURE ACT.........................................................61
         10.07.        EFFECT OF HEADINGS........................................................................61
         10.08.        SUCCESSORS AND ASSIGNS....................................................................61
         10.09.        SEPARABILITY..............................................................................61
         10.10.        [RESERVED]................................................................................61
         10.11.        LEGAL HOLIDAYS............................................................................61
         10.12.        GOVERNING LAW.............................................................................61
         10.13.        COUNTERPARTS..............................................................................62
         10.14.        RECORDING OF INDENTURE....................................................................62
         10.15.        ISSUER OBLIGATION.........................................................................62
         10.16.        NO PETITION...............................................................................62


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         10.17.        INSPECTION................................................................................62

Signatures and Seals .........................................................................................   59
Acknowledgments ..............................................................................................   60
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                                        v

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EXHIBITS

Exhibit A-1 - Form of Class A Bonds
Exhibit A-2 - Form of Class M and Class B Bonds
Exhibit B - Mortgage Loan Schedule
Exhibit C - Form of Initial
Certification Exhibit D - Form of Final Certification
Appendix A Definitions


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                  This Indenture, dated as of May 29, 2001, between Impac CMB
Trust Series 2001-1, a Delaware business trust, as Issuer (the "Issuer"), and
Bankers Trust Company of California, N.A., a national banking association, as
Indenture Trustee (the "Indenture Trustee"),

                                WITNESSETH THAT:

                  Each party hereto agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of the Issuer's
Collateralized Asset-Backed Bonds, Series 2001-1 (the "Bonds").

                                 GRANTING CLAUSE

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

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

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



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                                    ARTICLE I

                                   Definitions

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

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

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Bonds.

                  "indenture security holder" means a Bondholder.

                  "indenture to be qualified" means this Indenture.

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

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

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

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

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

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

                       (iii)  "or" is not exclusive;

                        (iv)  "including" means including without limitation;


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

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



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                                   ARTICLE II

                           Original Issuance of Bonds

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

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

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

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

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

         The Indenture Trustee shall upon Issuer Request authenticate and
deliver the Class A-1, Class A-2, Class M-1, Class M-2 and Class B-2 Bonds for
original issue in an aggregate initial principal amount of $357,843,000. The
Class A-1 Bonds shall be issued in an aggregate initial principal amount of
$247,000,000, the Class A-2 Bonds shall be issued in an aggregate initial
principal amount of $44,310,000, the Class M-1 Bonds shall be issued in an
aggregate initial principal amount of $28,771,000, the Class M-2 Bonds shall be
issued in an aggregate initial principal amount of $19,780,000 and the Class B
Bonds shall be issued in an aggregate initial principal amount of $17,982,000.
The Class A-IO Bonds shall be issued in an aggregate initial notional amount of
$353,963,635.

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

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


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

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

         (c) Upon deposit of the Repurchase Price in the Payment Account, the
Indenture Trustee shall release to the Seller the related Mortgage File and
shall execute and deliver all instruments of transfer or assignment, without
recourse, furnished to it by the Seller as are necessary to vest in the Seller
title to and rights under the related Mortgage Loan. Such purchase shall be
deemed to have occurred on the date on which certification of the deposit of the
Repurchase Price in the Payment


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Account was received by the Indenture Trustee. The Indenture Trustee shall amend
the applicable Mortgage Loan Schedule to reflect such repurchase and shall
promptly notify the Master Servicer and the Rating Agencies of such amendment.


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                                   ARTICLE III

                                    Covenants

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

         Section 3.02. MAINTENANCE OF OFFICE OR AGENCY. The Issuer will maintain
an office or agency where, subject to satisfaction of conditions set forth
herein, Bonds may be surrendered for registration of transfer or exchange, and
where notices and demands to or upon the Issuer in respect of the Bonds and this
Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. If at any time the
Issuer shall fail to maintain any such office or agency or shall fail to furnish
the Indenture Trustee with the address thereof, such surrenders may be made at
the office of the Indenture Trustee located at 123 Washington Street, New York,
New York 10006, and notices and demands may be made or served at the Corporate
Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent
to receive all such surrenders, notices and demands.

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

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

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

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


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

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

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

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

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

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

         Section 3.04. EXISTENCE. The Issuer will keep in full effect its
existence, rights and franchises as a business trust under the laws of the State
of Delaware (unless it becomes, or any


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successor Issuer hereunder is or becomes, organized under the laws of any other
state or of the United States of America, in which case the Issuer will keep in
full effect its existence, rights and franchises under the laws of such other
jurisdiction) and will obtain and preserve its qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Indenture, the Bonds, the
Mortgage Loans and each other instrument or agreement included in the Trust
Estate.

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

         (b) On each Payment Date, the portion of the Available Funds consisting
of the Interest Remittance Amount shall be distributed in the following order of
priority, in each case to the extent of the Interest Remittance Amount:

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

                           (ii) to the Holders of the Class A-IO Bonds, the
         related Unpaid Interest Shortfall, if any, for such Class for such
         Payment Date;

                           (iii) from the remaining Interest Remittance Amount,
         to the Holders of the Class A-1 Bonds, the related Accrued Bond
         Interest for such Class for such Payment Date;

                           (iv) from the remaining Interest Remittance Amount,
         to the Holders of the Class A-1 Bonds, the related Unpaid Interest
         Shortfall for such Class for such Payment Date;

                           (v) from the remaining Interest Remittance Amount, to
         the Holders of the Class A-2 Bonds, the related Accrued Bond Interest
         for such Class for such Payment Date;

                           (vi) from the remaining Interest Remittance Amount,
         to the Holders of the Class A-2 Bonds, the related Unpaid Interest
         Shortfall for such Class for such Payment Date;

                           (vii) from the remaining Interest Remittance Amount,
         to the Holders of the Class M-1 Bonds, the related Accrued Bond
         Interest for such Class for such Payment Date;

                           (viii) from the remaining Interest Remittance Amount,
         to the Holders of the Class M-2 Bonds, the related Accrued Bond
         Interest for such Class for such Payment Date; and

                           (ix) from the remaining Interest Remittance Amount,
         to the Holders of the Class B Bonds, the related Accrued Bond Interest
         for such Class for such Payment Date.


                                        9

<PAGE>



         (c) On each Payment Date, the Holders of each Class of Bonds, other
than the Class A-IO Bonds, shall be entitled to receive distributions in respect
of principal to the extent of the Principal Distribution Amount on a pro rata
basis, based on the Bond Principal Balance thereof, in reduction of the Bond
Principal Balance thereof, until the Bond Principal Balances thereof have been
reduced to zero. An allocation of principal distributions on a "pro rata" basis
among various Classes of Bonds means an allocation to each of those Classes of
Bonds on the basis of its then outstanding Bond Principal Balance prior to
giving effect to distributions to be made on that Payment Date.

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

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

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

                           (iii) to the Holders of the Class M-1 Bonds, in an
         amount equal to the Unpaid Interest Shortfall for such Bonds;

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

                           (v) to the Holders of the Class M-2 Bonds, in an
         amount equal to the Unpaid Interest Shortfall for such Bonds;

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

                           (vii) to the Holders of the Class B Bonds, in an
         amount equal to the Unpaid Interest Shortfall for such Bonds;

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

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

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



                                       10

<PAGE>



         (e) On each Payment Date, the Cap Contract Payment Amount with respect
to such Payment Date shall be distributed in the following order of priority, in
each case to the extent of amounts available:

                           (i) first, to the Class A-1 Bondholders, any Basis
         Risk Shortfall Carry- Forward Amount for such Payment Date;

                           (ii) second, to the Class A-2 Bondholders, any Basis
         Risk Shortfall Carry- Forward Amount for such Payment Date;

                           (iii) third, to the Class M-1 Bondholders, any Basis
         Risk Shortfall Carry- Forward Amount for such Payment Date;

                           (iv) fourth, to the Class M-2 Bondholders, any Basis
         Risk Shortfall Carry- Forward Amount for such Payment Date;

                           (v) fifth, to the Class B Bondholders, any Basis Risk
         Shortfall Carry- Forward Amount for such Payment Date; and

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

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

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

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


                                       11

<PAGE>



Bondholder mailed to such Holder's address as it appears in the Bond Register in
the amount required to be distributed to such Holder on such Payment Date
pursuant to such Holder's Bonds; PROVIDED, HOWEVER, that the Indenture Trustee
shall not pay to such Holders any amount required to be withheld from a payment
to such Holder by the Code.

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

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


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

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

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

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

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



                                       12

<PAGE>



         (b) Except as otherwise provided in this Indenture, the Indenture
Trustee shall not remove any portion of the Trust Estate that consists of money
or is evidenced by an instrument, certificate or other writing from the
jurisdiction in which it was held at the date of the most recent Opinion of
Counsel delivered pursuant to Section 3.07 hereof (or from the jurisdiction in
which it was held as described in the Opinion of Counsel delivered on the
Closing Date pursuant to Section 3.07(a) hereof, or if no Opinion of Counsel has
yet been delivered pursuant to Section 3.07(b) hereof unless the Indenture
Trustee shall have first received an Opinion of Counsel to the effect that the
lien and security interest created by this Indenture with respect to such
property will continue to be maintained after giving effect to such action or
actions).

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

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

         (b) On or before April 15 in each calendar year, beginning in 2002, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel at the
expense of the Issuer either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording, filing, re- recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as is necessary to maintain the
lien and first priority security interest in the Collateral and reciting the
details of such action or stating that in the opinion of such counsel no such
action is necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest in the Collateral until December 31
in the following calendar year.

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

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


                                       13

<PAGE>



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

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

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

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

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

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

         Section 3.10. ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will
deliver to the Indenture Trustee, within 120 days after the end of each fiscal
year (which, for the Issuer, is the calendar year)


                                       14

<PAGE>



of the Issuer (commencing with the fiscal year 2001), an Officer's Certificate
stating, as to the Authorized Officer signing such Officer's Certificate, that:

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

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

         Section 3.11. [RESERVED].

         Section 3.12. REPRESENTATIONS AND WARRANTIES CONCERNING THE MORTGAGE
LOANS. The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit
of the representations and warranties made by the Seller in the Mortgage Loan
Sale and Contribution Agreement concerning the Seller and the Mortgage Loans and
the right to enforce the remedies against the Seller provided in such Mortgage
Loan Sale and Contribution Agreement to the same extent as though such
representations and warranties were made directly to the Indenture Trustee. If a
Responsible Officer of the Indenture Trustee has actual knowledge of any breach
of any representation or warranty made by the Seller in the Mortgage Loan Sale
and Contribution Agreement, the Indenture Trustee shall promptly notify the
Seller of such finding and the Seller's obligation to cure such defect or
repurchase or substitute for the related Mortgage Loan.

         Section 3.13. AMENDMENTS TO SERVICING AGREEMENT. The Issuer covenants
with the Indenture Trustee that it will not enter into any amendment or
supplement to the Servicing Agreement without the prior written consent of the
Indenture Trustee.

         Section 3.14. MASTER SERVICER AS AGENT AND BAILEE OF THE INDENTURE
TRUSTEE. Solely for purposes of perfection under Section 9-305 of the Uniform
Commercial Code or other similar applicable law, rule or regulation of the state
in which such property is held by the Master Servicer, the Issuer and the
Indenture Trustee hereby acknowledge that the Master Servicer is acting as
bailee of the Indenture Trustee in holding amounts on deposit in the Collection
Account, as well as its bailee in holding any Related Documents released to the
Master Servicer, and any other items constituting a part of the Trust Estate
which from time to time come into the possession of the Master Servicer. It is
intended that, by the Master Servicer's acceptance of such bailee arrangement,
the Indenture Trustee, as a secured party of the Mortgage Loans, will be deemed
to have possession of such Related Documents, such monies and such other items
for purposes of Section 9-305 of the Uniform Commercial Code of the state in
which such property is held by the Master Servicer. The Indenture Trustee shall
not be liable with respect to such documents, monies or items while in
possession of the Master Servicer.


                                       15

<PAGE>



         Section 3.15. INVESTMENT COMPANY ACT. The Issuer shall not become an
"investment company" or be under the "control" of an "investment company" as
such terms are defined in the Investment Company Act of 1940, as amended (or any
successor or amendatory statute), and the rules and regulations thereunder
(taking into account not only the general definition of the term "investment
company" but also any available exceptions to such general definition);
provided, however, that the Issuer shall be in compliance with this Section 3.15
if it shall have obtained an order exempting it from regulation as an
"investment company" so long as it is in compliance with the conditions imposed
in such order.

         Section 3.16. ISSUER MAY CONSOLIDATE, ETC. (a) The Issuer shall not
consolidate or merge with or into any other Person, unless:

                         (i) the Person (if other than the Issuer) formed by or
         surviving such consolidation or merger shall be a Person organized and
         existing under the laws of the United States of America or any state or
         the District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Indenture Trustee,
         in form reasonably satisfactory to the Indenture Trustee, the due and
         punctual payment of the principal of and interest on all Bonds, and all
         other amounts payable to the Indenture Trustee, the payment to the
         Certificate Paying Agent of all amounts due to the Certificateholders,
         and the performance or observance of every agreement and covenant of
         this Indenture on the part of the Issuer to be performed or observed,
         all as provided herein;

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

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

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

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

                         (vi) the Issuer shall have delivered to the Indenture
         Trustee an Officer's Certificate and an Opinion of Counsel each stating
         that such consolidation or merger and such supplemental indenture
         comply with this Article III and that all conditions precedent


                                       16

<PAGE>



         herein provided for relating to such transaction have been complied
         with (including any filing required by the Exchange Act), and that such
         supplemental indenture is enforceable.

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

                         (i) the Person that acquires by conveyance or transfer
         the properties and assets of the Issuer the conveyance or transfer of
         which is hereby restricted shall (A) be a United States citizen or a
         Person organized and existing under the laws of the United States of
         America or any state thereof, (B) expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Indenture Trustee,
         in form satisfactory to the Indenture Trustee, the due and punctual
         payment of the principal of and interest on all Bonds and the
         performance or observance of every agreement and covenant of this
         Indenture on the part of the Issuer to be performed or observed, all as
         provided herein, (C) expressly agree by means of such supplemental
         indenture that all right, title and interest so conveyed or transferred
         shall be subject and subordinate to the rights of the Holders of the
         Bonds, (D) unless otherwise provided in such supplemental indenture,
         expressly agree to indemnify, defend and hold harmless the Issuer, the
         Indenture Trustee against and from any loss, liability or expense
         arising under or related to this Indenture and the Bonds and (E)
         expressly agree by means of such supplemental indenture that such
         Person (or if a group of Persons, then one specified Person) shall make
         all filings with the Commission (and any other appropriate Person)
         required by the Exchange Act in connection with the Bonds;

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

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

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

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

                         (vi) the Issuer shall have delivered to the Indenture
         Trustee an Officer's Certificate and an Opinion of Counsel each stating
         that such conveyance or transfer and such supplemental indenture comply
         with this Article III and that all conditions precedent herein


                                       17

<PAGE>



         provided for relating to such transaction have been complied with
         (including any filing required by the Exchange Act).

         Section 3.17. SUCCESSOR OR TRANSFEREE. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.16(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

         (b) Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.16(b), the Issuer will be released from every
covenant and agreement of this Indenture to be observed or performed on the part
of the Issuer with respect to the Bonds immediately upon the delivery of written
notice to the Indenture Trustee of such conveyance or transfer and approval of
such transaction given by the Indenture Trustee.

         Section 3.18. NO OTHER BUSINESS. The Issuer shall not engage in any
business other than financing, purchasing, owning and selling and managing the
Mortgage Loans and the issuance of the Bonds and Certificates in the manner
contemplated by this Indenture and the Basic Documents and all activities
incidental thereto.

         Section 3.19. NO BORROWING. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Bonds under this Indenture.

         Section 3.20. GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES. Except
as contemplated by this Indenture or the Basic Documents, the Issuer shall not
make any loan or advance or credit to, or guarantee (directly or indirectly or
by an instrument having the effect of assuring another's payment or performance
on any obligation or capability of so doing or otherwise), endorse or otherwise
become contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or
agree contingently to do so) any stock, obligations, assets or securities of, or
any other interest in, or make any capital contribution to, any other Person.

         Section 3.21. CAPITAL EXPENDITURES. The Issuer shall not make any
expenditure (by long- term or operating lease or otherwise) for capital assets
(either realty or personalty).

         Section 3.22. DETERMINATION OF BOND INTEREST RATE. On each Interest
Determination Date the Indenture Trustee shall determine One-Month LIBOR and the
related Bond Interest Rate for each Class of Bonds for the following Accrual
Period and shall inform the Issuer, the Master Servicer, and the Depositor at
their respective facsimile numbers given to the Indenture Trustee in writing
thereof. The establishment of One-Month LIBOR on each Interest Determination
Date by the Indenture Trustee and the Indenture Trustee's calculation of the
rate of interest applicable to each


                                       18

<PAGE>



Class of Bonds for the related Accrual Period shall (in the absence of manifest
error) be final and binding.

         Section 3.23. RESTRICTED PAYMENTS. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for
value any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; PROVIDED, HOWEVER, that
the Issuer may make, or cause to be made, (x) distributions and payments to the
Owner Trustee, the Indenture Trustee and the Certificateholders as contemplated
by, and to the extent funds are available for such purpose under this Indenture
and the Trust Agreement and (y) payments to the Master Servicer and the
Subservicers pursuant to the terms of the Servicing Agreement. The Issuer will
not, directly or indirectly, make payments to or distributions from the
Collection Account except in accordance with this Indenture and the Basic
Documents.

         Section 3.24. NOTICE OF EVENTS OF DEFAULT. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder and under the Trust Agreement.

         Section 3.25. FURTHER INSTRUMENTS AND ACTS. Upon request of the
Indenture Trustee, the Issuer will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

         Section 3.26. STATEMENTS TO BONDHOLDERS. On each Payment Date, the
Indenture Trustee and the Certificate Registrar shall forward by mail to each
Bondholder and Certificateholder the most recent statement prepared by the
Master Servicer pursuant to Section 4.01 of the Servicing Agreement.

         Section 3.27.     [RESERVED].

         Section 3.28.     [RESERVED].
                           ----------

         Section 3.29. REPLACEMENT CAP CONTRACTS. In the event of a default by a
Cap Contract Counterparty with respect to the related Cap Contracts (a "Cap
Contract Default"), the Issuer, at its expense, may, but shall not be required
to, substitute a new cap contract for the existing Cap Contracts any other form
of similar coverage for basis risk shortfalls; PROVIDED, HOWEVER, that the
timing and mechanism for receiving payments under such new cap contracts shall
be reasonably acceptable to the Indenture Trustee. It shall be a condition to
substitution of any new cap contracts that there be delivered to the Indenture
Trustee an Opinion of Counsel to the effect that such substitution would not (a)
result in a "substantial modification" of the Bonds under Treasury Regulation
section 1.1001-3, or adversely affect the status of the Bonds as indebtedness
for federal


                                       19

<PAGE>



income tax purposes, or (b) if 100% of the Certificates are not owned by IMH
Assets Corp., cause the Trust to be subject to an entity level tax for federal
income tax purposes.

         Section 3.30. ALLOCATION OF REALIZED LOSSES. (a) Prior to each Payment
Date, the Master Servicer shall determine the total amount of Realized Losses
that occurred during the related Prepayment Period. The amount of each Realized
Loss shall be evidenced by an Officer's Certificate delivered to the Indenture
Trustee with the related Remittance Report.

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


                                       20

<PAGE>



                                   ARTICLE IV

               The Bonds; Satisfaction and Discharge of Indenture

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

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

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

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

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

         Subject to the restrictions and limitations set forth below, upon
surrender for registration of transfer of any Bond at the Corporate Trust
Office, the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more


                                       21

<PAGE>



new Bonds in authorized initial Bond Principal Balances evidencing the same
Class and aggregate Percentage Interests.

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

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

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

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


                                       22

<PAGE>



such replacement Bond from such Person to whom such replacement Bond was
delivered or any assignee of such Person, except a bona fide purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor to
the extent of any loss, damage, cost or expense incurred by the Issuer or the
Indenture Trustee in connection therewith.

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

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

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

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

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

         Section 4.06. BOOK-ENTRY BONDS. The Bonds, upon original issuance, will
be issued in the form of typewritten Bonds representing the Book-Entry Bonds, to
be delivered to The Depository


                                       23

<PAGE>



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

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

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

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

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

                         (v) whenever this Indenture requires or permits actions
         to be taken based upon instructions or directions of Holders of Bonds
         evidencing a specified percentage of the Bond Principal Balances of the
         Bonds, the Depository shall be deemed to represent such percentage with
         respect to the Bonds only to the extent that it has received
         instructions to such effect from Beneficial Owners and/or Depository
         Participants owning or representing, respectively, such required
         percentage of the beneficial interest in the Bonds and has delivered
         such instructions to the Indenture Trustee.

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

         Section 4.08. DEFINITIVE BONDS. If (i) the Indenture Trustee determines
that the Depository is no longer willing or able to properly discharge its
responsibilities with respect to the Bonds and the Indenture Trustee is unable
to locate a qualified successor, (ii) the Indenture Trustee elects to terminate
the book-entry system through the Depository or (iii) after the occurrence of an
Event of


                                       24

<PAGE>



Default, Beneficial Owners of Bonds representing beneficial interests
aggregating at least a majority of the Bond Principal Balances of the Bonds (for
which purpose the Class A-IO Bonds will be deemed to have a Bond Principal
Balance equal to 5% of the aggregate Bond Principal Balance of the other Classes
of Bonds) advise the Depository in writing that the continuation of a book-entry
system through the Depository is no longer in the best interests of the
Beneficial Owners, then the Depository shall notify all Beneficial Owners and
the Indenture Trustee of the occurrence of any such event and of the
availability of Definitive Bonds to Beneficial Owners requesting the same. Upon
surrender to the Indenture Trustee of the typewritten Bonds representing the
Book-Entry Bonds by the Depository, accompanied by registration instructions,
the Issuer shall execute and the Indenture Trustee shall authenticate the
Definitive Bonds in accordance with the instructions of the Depository. None of
the Issuer, the Bond Registrar or the Indenture Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of Definitive
Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds
as Bondholders.

         Section 4.09. TAX TREATMENT. The Issuer has entered into this
Indenture, and the Bonds will be issued, with the intention that, for federal,
state and local income, single business and franchise tax purposes, the Bonds
(other than the Class A-IO Bonds) will qualify as indebtedness and the Class
A-IO Bonds will be treated as "stripped coupons" under Section 1286 of the Code.
The Issuer and the Indenture Trustee (in accordance with Section 6.06 hereof),
by entering into this Indenture, and each Bondholder, by its acceptance of its
Bond (and each Beneficial Owner by its acceptance of an interest in the
applicable Book-Entry Bond), agree to treat the Bonds (other than the Class A-IO
Bonds) for federal, state and local income, single business and franchise tax
purposes as indebtedness and the Class A-IO Bonds will be treated as "stripped
coupons" under Section 1286 of the Code.

         Section 4.10. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall cease to be of further effect with respect to the Bonds except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Bonds, (iii) rights of Bondholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,
3.16, 3.18 and 3.19, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.07 and the obligations of the Indenture Trustee under Section 4.11) and (vi)
the rights of Bondholders as beneficiaries hereof with respect to the property
so deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Bonds and shall release and deliver the Collateral to or
upon the order of the Issuer, when

                  (A) either

                  (1) all Bonds theretofore authenticated and delivered (other
         than (i) Bonds that have been destroyed, lost or stolen and that have
         been replaced or paid as provided in Section 4.03 hereof and (ii) Bonds
         for whose payment money has theretofore been deposited


                                       25

<PAGE>



         in trust or segregated and held in trust by the Issuer and thereafter
         repaid to the Issuer or discharged from such trust, as provided in
         Section 3.03) have been delivered to the Indenture Trustee for
         cancellation; or

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

                           a.       have become due and payable,

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

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

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

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

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

         Section 4.11. APPLICATION OF TRUST MONEY. All monies deposited with the
Indenture Trustee pursuant to Section 4.10 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Bonds and this
Indenture, to the payment, either directly or through any Paying Agent or the
Issuer, Certificate Paying Agent as designee of the Issuer, as the Indenture
Trustee may determine, to the Holders of Securities, of all sums due and to
become due thereon for principal and


                                       26

<PAGE>



interest or otherwise; but such monies need not be segregated from other funds
except to the extent required herein or required by law.

         Section 4.12.     [RESERVED].


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

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

         If temporary Bonds are issued, the Issuer will cause Definitive Bonds
to be prepared without unreasonable delay. After the preparation of the
Definitive Bonds, the temporary Bonds shall be exchangeable for Definitive Bonds
upon surrender of the temporary Bonds at the office of the Indenture Trustee
located at 123 Washington Street, New York, New York 10006, without charge to
the Holder. Upon surrender for cancellation of any one or more temporary Bonds,
the Issuer shall execute and the Indenture Trustee shall authenticate and make
available for delivery, in exchange therefor, Definitive Bonds of authorized
denominations and of like tenor, class and aggregate principal amount. Until so
exchanged, such temporary Bonds shall in all respects be entitled to the same
benefits under this Indenture as Definitive Bonds.

         Section 4.15. REPRESENTATION REGARDING ERISA. By acquiring a Bond
(other than a Class A-IO Bond) or interest therein, each Holder of such Bond or
Beneficial Owner of any such interest will be deemed to represent that either
(1) it is not acquiring the Bond with the assets of a Plan or (2) the
acquisition and holding of such Bond will not give rise to a nonexempt
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code as
a result of any of the above-mentioned Persons being a "Party in Interest"
(within the meaning of ERISA) or Disqualified Person (within the meaning of the
Code). By acquiring a Class A-IO Bond or interest therein, each Holder of such
Bond or Beneficial Owner of any such interest will be deemed to represent that
it is not acquiring the Bond with the assets of a Plan.


                                       27

<PAGE>



                                    ARTICLE V

                              DEFAULT AND REMEDIES

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

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

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

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

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

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



                                       28

<PAGE>



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

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

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

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

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

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee, subject to the provisions of Section 10.16 hereof may, as more
particularly provided in Section 5.04 hereof, in its discretion, proceed to
protect and enforce its rights and the rights of the Bondholders by such
appropriate Proceedings as the Indenture Trustee shall protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.

         (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Bonds or any Person having or claiming an ownership interest in
the Trust Estate, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Bonds, or to the creditors or property of


                                       29

<PAGE>



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

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

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

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

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

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

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

         (f) All rights of action and of asserting claims under this Indenture,
or under any of the Bonds, may be enforced by the Indenture Trustee without the
possession of any of the Bonds or the


                                       30

<PAGE>



production thereof in any trial or other Proceedings relative thereto, and any
such action or proceedings instituted by the Indenture Trustee shall be brought
in its own name as trustee of an express trust, and any recovery of judgment,
subject to the payment of the expenses, disbursements and compensation of the
Indenture Trustee, each predecessor Indenture Trustee and their respective
agents and attorneys, shall be for the ratable benefit of the Holders of the
Bonds, subject to Section 5.05 hereof.

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

         Section 5.04. REMEDIES; PRIORITIES. (a) If an Event of Default shall
have occurred and be continuing and if an acceleration has been declared and not
rescinded pursuant to Section 5.02 hereof, the Indenture Trustee subject to the
provisions of Section 10.16 hereof may do one or more of the following (subject
to Section 5.05 hereof):

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

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

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

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

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, unless (A) the
Indenture Trustee obtains the consent of the Holders of 100% of the aggregate
Bond Principal Balance and 50% of the Notional Amount of the Class A- IO Bonds,
(B) the proceeds of such sale or liquidation distributable to the Holders of the
Bonds are sufficient to discharge in full all amounts then due and unpaid upon
the Bonds for principal and interest or (C) the Indenture Trustee determines
that the Mortgage Loans will not continue to provide sufficient funds for the
payment of principal of and interest on the Bonds as they would have become due
if the Bonds had not been declared due and payable, and the Indenture Trustee
obtains the consent of the Holders of a majority of the aggregate Bond Principal
Balance and a majority of the Notional Amount of the Class A-IO Bonds. In
determining such sufficiency or insufficiency with


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<PAGE>



respect to clause (B) and (C), the Indenture Trustee may, but need not, obtain
and rely upon an opinion (obtained at the expense of the Trust) of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose. Notwithstanding the foregoing, so long as an Event of
Servicer Termination has not occurred, any Sale of the Trust Estate shall be
made subject to the continued servicing of the Mortgage Loans by the Master
Servicer as provided in the Servicing Agreement.

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

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

                  SECOND: to the Bondholders for amounts due and unpaid on the
         Bonds with respect to interest, first, to the Class A-1 Bondholders and
         Class A-IO Bondholders, pro rata, second, to the Class A-2 Bondholders,
         third, to the Class M-1 Bondholders, fourth, to the Class M-2
         Bondholders and fifth, to the Class B Bondholders, according to the
         amounts due and payable on the Bonds for interest (including any Unpaid
         Interest Shortfalls but not including any Basis Risk Shortfall
         Carry-Forward Amount);

                  THIRD: to Bondholders for amounts due and unpaid on the Bonds
         with respect to principal, and to each Bondholder ratably, without
         preference or priority of any kind, according to the amounts due and
         payable on the Bonds for principal, until the Bond Principal Balance of
         each Class is reduced to zero;

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

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

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

         Section 5.05. OPTIONAL PRESERVATION OF THE TRUST ESTATE. If the Bonds
have been declared to be due and payable under Section 5.02 following an Event
of Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may elect to take and maintain possession of the
Trust Estate. It is the desire of the parties hereto and the Bondholders that


                                       32

<PAGE>



there be at all times sufficient funds for the payment of principal of and
interest on the Bonds and other obligations of the Issuer, and the Indenture
Trustee shall take such desire into account when determining whether or not to
take and maintain possession of the Trust Estate. In determining whether to take
and maintain possession of the Trust Estate, the Indenture Trustee may, but need
not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.

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

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

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

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

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

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

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

         Subject to the last paragraph of Section 5.11 herein, in the event the
Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Holders of Bonds, each representing less
than a majority of the Bond Principal Balances of the Bonds (for which


                                       33

<PAGE>



purpose the Class A-IO Bonds will be deemed to have a Bond Principal Balance
equal to 5% of the aggregate Bond Principal Balance of the other Classes of
Bonds), the Indenture Trustee in its sole discretion may determine what action,
if any, shall be taken, notwithstanding any other provisions of this Indenture.

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

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

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

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

         Section 5.11.    [RESERVED]

         Section 5.12. WAIVER OF PAST DEFAULTS. Prior to the declaration of the
acceleration of the maturity of the Bonds as provided in Section 5.02 hereof,
the Holders of Bonds representing not less than a majority of the aggregate Bond
Principal Balance of the Bonds and a majority of the Notional Amount of the
Class A-IO Bonds may waive any past Event of Default and its consequences except
an Event of Default (a) with respect to payment of principal of or interest on
any of the Bonds or (b) in respect of a covenant or provision hereof which
cannot be modified or amended without the


                                       34

<PAGE>



consent of the Holder of each Bond. In the case of any such waiver, the Issuer,
the Indenture Trustee and the Holders of the Bonds shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Event of Default or impair any right
consequent thereto.

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

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

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

         Section 5.15. SALE OF TRUST ESTATE. (a) The power to effect any sale or
other disposition (a "Sale") of any portion of the Trust Estate pursuant to
Section 5.04 hereof is expressly subject to the provisions of Section 5.05
hereof and this Section 5.15. The power to effect any such Sale shall not be
exhausted by any one or more Sales as to any portion of the Trust Estate
remaining unsold, but shall continue unimpaired until the entire Trust Estate
shall have been sold or all amounts payable on the Bonds and under this
Indenture shall have been paid. The Indenture Trustee may from time to time
postpone any public Sale by public announcement made at the time and place of
such Sale. The Indenture Trustee hereby expressly waives its right to any amount
fixed by law as compensation for any Sale.



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<PAGE>



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

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

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

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

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

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

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

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

                  (2) the Indenture Trustee may bid for and acquire the property
offered for Sale in connection with any Sale thereof, and, subject to any
requirements of, and to the extent permitted by, applicable law in connection
therewith, may purchase all or any portion of the Trust Estate in a private
sale, and, in lieu of paying cash therefor, may make settlement for the purchase
price by crediting the gross Sale price against the sum of (A) the amount which
would be distributable to the Holders of the Bonds and Holders of Certificates
on the Payment Date next succeeding the date of


                                       36

<PAGE>



such Sale and (B) the expenses of the Sale and of any Proceedings in connection
therewith which are reimbursable to it, without being required to produce the
Bonds in order to complete any such Sale or in order for the net Sale price to
be credited against such Bonds, and any property so acquired by the Indenture
Trustee shall be held and dealt with by it in accordance with the provisions of
this Indenture;

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

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

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

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

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

         (b) The Indenture Trustee, as pledgee of the Mortgage Loans, may, and
at the direction (which direction shall be in writing or by telephone (confirmed
in writing promptly thereafter)) of


                                       37

<PAGE>



the Holders of 66-2/3% of the Bond Principal Balances of the Bonds, shall
exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Seller or the Master Servicer under or in connection with the
Mortgage Loan Sale and Contribution Agreement and the Servicing Agreement,
including the right or power to take any action to compel or secure performance
or observance by the Seller or the Master Servicer, as the case may be, of each
of their obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Mortgage Loan Sale
and Contribution Agreement and the Servicing Agreement, as the case may be, and
any right of the Issuer to take such action shall not be suspended.


                                       38

<PAGE>



                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

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

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

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

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

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

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

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

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

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

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

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


                                       39

<PAGE>



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

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

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

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

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

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

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

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

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

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


                                       40

<PAGE>



may do the same with like rights. However, the Indenture Trustee must comply
with Sections 6.11 and 6.12 hereof.

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

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

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

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

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


                                       41

<PAGE>



may have separate counsel and the Issuer shall pay the fees and expenses of such
counsel. The Issuer is not obligated to reimburse any expense or indemnify
against any loss, liability or expense incurred by the Indenture Trustee through
the Indenture Trustee's own willful misconduct, negligence or bad faith.

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

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

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

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

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

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

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

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

         If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Holders of a majority of Bond Principal
Balances of the Bonds (for which purpose the Class A-IO Bonds will


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<PAGE>



be deemed to have a Bond Principal Balance equal to 5% of the aggregate Bond
Principal Balance of the other Classes of Bonds) may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.

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

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

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

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

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

                        (i) all rights, powers, duties and obligations conferred
         or imposed upon the Indenture Trustee shall be conferred or imposed
         upon and exercised or performed by the Indenture Trustee and such
         separate trustee or co-trustee jointly (it being understood that


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<PAGE>



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

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

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

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

         (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee, its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this 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 Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

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



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<PAGE>



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

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

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

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

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

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

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

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

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

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

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


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                                   ARTICLE VII

                         BONDHOLDERS' LISTS AND REPORTS

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

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

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

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

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

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

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


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<PAGE>



         Section 7.03(a) and by rules and regulations prescribed from time to
         time by the Commission.

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

         Section 7.04. REPORTS BY INDENTURE TRUSTEE. If required by TIA ss.
313(a), within 60 days after each May 29 beginning with May 29, 2002, the
Indenture Trustee shall mail to each Bondholder as required by TIA ss. 313(c) a
brief report dated as of such date that complies with TIA ss. 313(a). The
Indenture Trustee also shall comply with TIA ss. 313(b).

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

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

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

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

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

                        (iv)  [reserved];

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

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

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


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<PAGE>



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

                         (ix) the aggregate Bond Principal Balance or Notional
         Amount of each Class of Bonds, after giving effect to the amounts
         distributed on such Payment Date, separately identifying any reduction
         thereof due to Realized Losses other than pursuant to an actual
         distribution of principal and the aggregate Bond Principal Balance of
         all of the Bonds after giving effect to the distribution of principal
         on such Payment Date;

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

                         (xi) the Cap Contract Payment Amounts;

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

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

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

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

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

                         (xvii) the book value of any REO Property;

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

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

         Items (iii) and (v) above shall be presented on the basis of a Bond
having a $1,000 denomination. In addition, by January 31 of each calendar year
following any year during which the


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<PAGE>



Bonds are outstanding, the Indenture Trustee shall furnish a report to each
Bondholder of record if so requested in writing at any time during each calendar
year as to the aggregate of amounts reported pursuant to (iii), (iv) and (xii)
with respect to the Bonds for such calendar year.

         The Indenture Trustee may conclusively rely upon the Remittance Report
provided by the Master Servicer pursuant to Section 4.01 of the Servicing
Agreement and on the amounts of the Cap Contract Payment Amounts furnished to
the Indenture Trustee pursuant to the Cap Contracts in its preparation of its
Statement to Bondholders.



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<PAGE>



                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

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

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

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

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

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


                                       50

<PAGE>



complete the same, and concluding that all conditions precedent to the taking of
such action have been complied with.

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

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

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

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

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

         Section 8.07. OPTIONAL REDEMPTION OF THE BONDS. (a) The Holder of the
Certificates shall have the option to redeem the Bonds, other than the Class
A-IO Bonds, in whole, but not in part, on any Payment Date on or after the
earlier of (i) the Payment Date on which the aggregate Stated Principal Balance
of the Mortgage Loans is less than or equal to 20% of the aggregate Stated
Principal Balance of the Mortgage Loans as of Cut-off Date and (ii) the Payment
Date in June 2011. Provided the Holder of the Certificates has previously
purchased or purchases the Bonds, other than the Class A-IO Bonds, the Holder of
the Certificates, or if there is no single Holder, the majority Holder of the
Certificates, may cause the termination of the Trust on any Payment Date on or
after the Payment Date on which the sum of the aggregate Stated Principal
Balance of the ARM Loans as of the end of the prior Due Period is less than or
equal to 15% of the aggregate Stated Principal


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<PAGE>



of the ARM Loans as of the Cut-off Date. The aggregate redemption price for the
Bonds will be equal to the unpaid Bond Principal Balance of the Bonds as of the
Payment Date on which the proposed redemption will take place in accordance with
the foregoing, together with accrued and unpaid interest thereon at the
applicable Bond Interest Rate through such Payment Date (including any Unpaid
Interest Shortfalls and Basis Risk Shortfall Carry-Forward Amount), plus an
amount sufficient to pay in full all amounts owing to the Indenture Trustee
under this Indenture (which amounts shall be specified in writing upon request
of the Issuer by the Indenture Trustee).

         (b) In order to exercise the foregoing option, the Issuer shall provide
written notice of its exercise of such option to the Indenture Trustee, the
Owner Trustee and the Master Servicer at least 15 days prior to its exercise.
Following receipt of the notice, the Indenture Trustee shall provide notice to
the Bondholders of the final payment on the Bonds. In addition, the Issuer
shall, not less than one Business Day prior to the proposed Payment Date on
which such redemption is to be made, deposit the aggregate redemption price
specified in (a) above with the Indenture Trustee, who shall deposit the
aggregate redemption price into the Payment Account and shall, on the Payment
Date after receipt of the funds, apply such funds to make final payments of
principal and interest on the Bonds in accordance with Section 3.05(b) and (c)
hereof and payment in full to the Indenture Trustee, and this Indenture shall be
discharged subject to the provisions of Section 4.10 hereof. If for any reason
the amount deposited by the Issuer is not sufficient to make such redemption or
such redemption cannot be completed for any reason, the amount so deposited by
the Issuer with the Indenture Trustee shall be immediately returned to the
Issuer in full and shall not be used for any other purpose or be deemed to be
part of the Trust Estate.


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<PAGE>



                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

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

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

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

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

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

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

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

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

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


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<PAGE>



provided, however, that no such indenture supplements shall be entered into
unless the Indenture Trustee shall have received an Opinion of Counsel as to the
enforceability of any such indenture supplement and to the effect that (i) such
indenture supplement is permitted hereunder and (ii) entering into such
indenture supplement will not result in a "substantial modification" of the
Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status
of the Bonds as indebtedness for federal income tax purposes.

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

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

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

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



                                       54

<PAGE>



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

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

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

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

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

                       (vii) permit the creation of any lien ranking prior to or
         on a parity with the lien of this Indenture with respect to any part of
         the Trust Estate or, except as otherwise permitted or contemplated
         herein, terminate the lien of this Indenture on any property at any
         time subject hereto or deprive the Holder of any Bond of the security
         provided by the lien of this Indenture; and provided, further, that
         such action shall not, as evidenced by an Opinion of Counsel, cause the
         Issuer (if 100% of the Certificates are not owned by IMH Assets Corp.)
         to be subject to an entity level tax.

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

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

         Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section 9.02, the Indenture Trustee
shall mail to the Holders of the Bonds to which such amendment or supplemental
indenture relates a notice setting forth in general terms


                                       55

<PAGE>



the substance of such supplemental indenture. Any failure of the Indenture
Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

         Section 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.01 and 6.02 hereof, shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Indenture Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
that affects the Indenture Trustee's own rights, duties, liabilities or
immunities under this Indenture or otherwise.

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

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

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



                                       56

<PAGE>



                                    ARTICLE X

                                  MISCELLANEOUS

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

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

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

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

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

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

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

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

                        (ii) Whenever the Issuer is required to furnish to the
Indenture Trustee an Officer's Certificate certifying or stating the opinion of
any signer thereof as to the matters described


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<PAGE>



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

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

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

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

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


                                       58

<PAGE>



of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

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

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

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

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

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

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

         Section 10.04. NOTICES, ETC., TO INDENTURE TRUSTEE, ISSUER AND RATING
AGENCIES. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Bondholders or other documents


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<PAGE>



provided or permitted by this Indenture shall be in writing and if such request,
demand, authorization, direction, notice, consent, waiver or act of Bondholders
is to be made upon, given or furnished to or filed with:

                        (i) the Indenture Trustee by any Bondholder or by the
         Issuer shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to or with the Indenture Trustee at the
         Corporate Trust Office. The Indenture Trustee shall promptly transmit
         any notice received by it from the Bondholders to the Issuer, or

                        (ii) the Issuer by the Indenture Trustee or by any
         Bondholder shall be sufficient for every purpose hereunder if in
         writing and mailed first-class, postage prepaid to the Issuer addressed
         to: Impac CMB Trust Series 2001-1, in care of Wilmington Trust Company,
         Rodney Square North, 1100 North Market Street, Wilmington, Delaware
         19890-0001, Attention: Corporate Trust Administration, or at any other
         address previously furnished in writing to the Indenture Trustee by the
         Issuer. The Issuer shall promptly transmit any notice received by it
         from the Bondholders to the Indenture Trustee.

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

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

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

         In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Bondholders when


                                       60

<PAGE>



such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Indenture
Trustee shall be deemed to be a sufficient giving of such notice.

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

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

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

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

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

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

         Section 10.10.    [RESERVED].

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

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



                                       61

<PAGE>



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

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

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

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

         Section 10.17. INSPECTION. The Issuer agrees that, at its expense, on
reasonable prior notice, it shall permit any representative of the Indenture
Trustee, during the Issuer's normal business hours, to examine all the books of
account, records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent certified
public


                                       62

<PAGE>



accountants, and to discuss the Issuer's affairs, finances and accounts with the
Issuer's officers, employees, and Independent certified public accountants, all
at such reasonable times and as often as may be reasonably requested. The
Indenture Trustee shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.



                                       63

<PAGE>



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

                                      IMPAC CMB TRUST SERIES 2001-1, as
                                      Issuer Wilmington Trust Company, not
                                      in its individual capacity but
                                      solely as Owner Trustee


                                      By:_________________________________
                                         Name: James P. Lawler
                                         Title:  Vice President



                                      BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
                                      as Indenture Trustee


                                      By:_________________________________
                                         Name: James F. Noriega
                                         Title:  Associate




<PAGE>



STATE OF        )
                ) ss.:
COUNTY OF       )

         On this 29th day of May 2001, before me personally appeared
______________________ to me known, who being by me duly sworn, did depose and
say, that he/she is the _____________________ of the Indenture Trustee, one of
the corporations described in and which executed the above instrument; and that
she signed her name thereto by like order.


                                                     Notary Public

                                                     ___________________________
                                                     NOTARY PUBLIC





[NOTARIAL SEAL]



<PAGE>



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

         On this 29th day of May, 2001, before me personally appeared James P.
Lawler to me known, who being by me duly sworn, did depose and say, that he
resides at Wilmington Trust Company and is the Vice President of the Owner
Trustee, one of the corporations described in and which executed the above
instrument; and that she signed her name thereto by like order.


                                                     Notary Public

                                                     ___________________________
                                                     NOTARY PUBLIC



[NOTARIAL SEAL]



<PAGE>



                                   EXHIBIT A-1

                      FORM OF CLASS [A-1][A-2][A-IO] BONDS

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

[THE HOLDER OF THIS BOND OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.] [THE HOLDER OF THIS BOND OR BENEFICIAL OWNER OF ANY INTEREST
HEREIN WILL BE DEEMED TO REPRESENT THAT IT IS NOT ACQUIRING THIS BOND WITH THE
ASSETS OF A PLAN.]

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

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





<PAGE>




                          IMPAC CMB TRUST SERIES 2001-1
                        COLLATERALIZED ASSET-BACKED BONDS
                             CLASS [A-1][A-2][A-IO]


AGGREGATE [BOND PRINCIPAL                   BOND INTEREST
BALANCE][NOTIONAL AMOUNT]:                  RATE:____%
$_________________

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

PERCENTAGE INTEREST:  ______%               CUSIP NO. ___________

         Impac CMB Trust Series 2001-1 (the "Issuer"), a Delaware business
trust, for value received, hereby promises to pay to CEDE & CO. or registered
assigns, the principal sum of ($_________________) in monthly installments on
the twenty-fifth day of each month or, if such day is not a Business Day, the
next succeeding Business Day (each a "Payment Date"), commencing in June 2001
and ending on or before the Payment Date occurring in July 2031 (the "Final
Scheduled Payment Date") and to pay interest on the [Bond Principal
Balance][Notional Amount] of this Bond (this "Bond") outstanding from time to
time as provided below.

         This Bond is one of a duly authorized issue of the Issuer's
Collateralized Asset-Backed Bonds, Series 2001-1 (the "Bonds"), issued under an
Indenture dated as of May 29, 2001 (the "Indenture"), between the Issuer and
Bankers Trust Company of California, N.A., as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights thereunder of the
Issuer, the Indenture Trustee, and the Holders of the Bonds and the terms upon
which the Bonds are to be authenticated and delivered. All terms used in this
Bond which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.

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

         The [principal of, and] interest on, this Bond [are][is] due and
payable as described in the Indenture, in such coin or currency of the United
States of America as at the time of payment is legal



<PAGE>



tender for payment of public and private debts. All payments made by the Issuer
with respect to this Bond shall be equal to this Bond's pro rata share of the
aggregate payments on all Class [A-1][A- 2][A-IO] Bonds as described above, and
shall be applied as [between] interest [and principal] as provided in the
Indenture.

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

         The Bonds, other than the Class A-IO Bonds, are subject to redemption
in whole, but not in part, by the Holder of the Certificates on any Payment Date
on or after the earlier of (i) the Payment Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 20% of the
aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date and
(ii) the Payment Date in June 2011. Provided the Holder of the Certificates has
previously purchased or purchases the Bonds, other than the Class A-IO Bonds,
the Holder of the Certificates, or if there is no single Holder, the majority
Holder of the Certificates, may cause the termination of the Trust on any
Payment Date on or after the Payment Date on which the sum of the aggregate
Stated Principal Balance of the ARM Loans as of the end of the prior Due Period
is less than or equal to 15% of the aggregate Stated Principal Balance of the
ARM Loans as of the Cut-off Date.

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

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



<PAGE>



or the office or agency of the Issuer maintained by it for such purpose pursuant
to Section 3.02 of the Indenture.

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

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

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

         [The Holder of this Bond or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring the Bond with the assets
of a Plan or (2) the acquisition and holding of a Bond will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code as a result of any of the above-mentioned Persons being a "Party in
Interest" (within the meaning of ERISA) or Disqualified Person (within the
meaning of the Code).]

         [The Holder of this Bond or Beneficial Owner of any interest herein is
deemed to represent that it is not acquiring the Bond with the assets of a
Plan.]

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

         Prior to the due presentment for registration of transfer of this Bond,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Bond is registered as the owner
of such Bond (i) on the applicable Record Date for the purpose of making
payments and interest of such Bond, and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Bond be overdue,
and neither the Issuer, the



<PAGE>



Indenture Trustee nor any such agent of the Issuer or the Indenture Trustee
shall be affected by notice to the contrary.

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

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

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

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



<PAGE>



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

Dated: May 29, 2001

                                IMPAC CMB TRUST SERIES 2001-1

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



                                By:_______________________________________
                                         Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


This is one of the Class [A-1][A-2][A-IO] Bonds referred to in the
within-mentioned Indenture.

BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Indenture Trustee



By:______________________________________
    Authorized Signatory





<PAGE>



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


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

          TEN COM  --  as tenants in common
          TEN ENT  --  as tenants by the entireties
          JT TEN   --  as joint tenants with right of survivorship and not as
                       tenants in common
UNIF GIFT MIN ACT  --                     Custodian
                       ------------------           ----------------------------
                             (Cust)                            (Minor)
                       under Uniform Gifts to Minor Act
                                                       -------------------------
                                                               (State)

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



<PAGE>



                                   ASSIGNMENT
                                   ----------

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

              ____________________________________________________

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


________________________________________________________________________________

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

Dated:
      --------------------------------------         ---------------------------

Signature Guaranteed by
                        --------------------------------------------------------

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



<PAGE>



                                   EXHIBIT A-2

                           FORM OF CLASS [M][B] BONDS

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

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

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

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





<PAGE>




                          IMPAC CMB TRUST SERIES 2001-1
                        COLLATERALIZED ASSET-BACKED BONDS
                               CLASS [M-1][M-2][B]


AGGREGATE BOND PRINCIPAL                    BOND INTEREST
BALANCE:  $________________                 RATE:____%


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

PERCENTAGE INTEREST:  ______%               CUSIP NO. ___________

         Impac CMB Trust Series 2001-1 (the "Issuer"), a Delaware business
trust, for value received, hereby promises to pay to CEDE & CO. or registered
assigns, the principal sum of ($_________________) in monthly installments on
the twenty-fifth day of each month or, if such day is not a Business Day, the
next succeeding Business Day (each a "Payment Date"), commencing in June 2001
and ending on or before the Payment Date occurring in July 2031 (the "Final
Scheduled Payment Date") and to pay interest on the Bond Principal Balance of
this Bond (this "Bond") outstanding from time to time as provided below.

         This Bond is one of a duly authorized issue of the Issuer's
Collateralized Asset-Backed Bonds, Series 2001-1 (the "Bonds"), issued under an
Indenture dated as of May 29, 2001 (the "Indenture"), between the Issuer and
Bankers Trust Company of California, N.A., as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights thereunder of the
Issuer, the Indenture Trustee, and the Holders of the Bonds and the terms upon
which the Bonds are to be authenticated and delivered. All terms used in this
Bond which are defined in the Indenture shall have the meanings assigned to them
in the Indenture.
 .
         Payments of principal and interest on this Bond will be made on each
Payment Date to the Bondholder of record as of the related Record Date. The
"Bond Principal Balance" of a Bond as of any date of determination is equal to
the initial Bond Principal Balance thereof, reduced by the aggregate of all
amounts previously paid with respect to such Bond on account of principal and
the aggregate amount of cumulative Realized Losses allocated to such Bond on all
prior Payment Dates.

         The principal of, and interest on, this Bond are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Bond shall
be equal to this Bond's pro rata share of the aggregate payments on all Class
[M-1][M-2][B] Bonds



<PAGE>



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

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

         The Bonds, other than the Class A-IO Bonds, are subject to redemption
in whole, but not in part, by the Holder of the Certificates on any Payment Date
on or after the earlier of (i) the Payment Date on which the aggregate Stated
Principal Balance of the Mortgage Loans is less than or equal to 20% of the
aggregate Stated Principal Balance of the Mortgage Loans as of Cut-off Date and
(ii) the Payment Date in June 2011. Provided the Holder of the Certificates has
previously purchased or purchases the Bonds, other than the Class A-IO Bonds,
the Holder of the Certificates, or if there is no single Holder, the majority
Holder of the Certificates, may cause the termination of the Trust on any
Payment Date on or after the Payment Date on which the sum of the aggregate
Stated Principal Balance of the ARM Loans as of the end of the prior Due Period
is less than or equal to 15% of the aggregate Stated Principal of the ARM Loans
as of the Cut-off Date.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Bonds except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Bonds. The assets included in the
Trust Estate will be the sole source of payments on the Class B Bonds, and each
Holder hereof, by its acceptance of this Bond, agrees that (i) such Bond will be
limited in right of payment to amounts available from the Trust Estate as
provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, IMH Assets Corp., Impac
Mortgage Holdings, Inc., the Master Servicer or any of their respective
affiliates, or to the assets of any of the foregoing entities, except the assets
of the Issuer pledged to secure the Class [M-1][M-2][B] Bonds pursuant to the
Indenture and the rights conveyed to the Issuer under the Indenture.

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



<PAGE>



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

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

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

         The Holder of this Bond or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring the Bond with the assets
of a Plan; or (2) the acquisition and holding of a Bond will not give rise to a
nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code as a result of any of the above-mentioned Persons being a "Party in
Interest" (within the meaning of ERISA) or Disqualified Person (within the
meaning of the Code).

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

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

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Bonds under the Indenture at any
time by the Issuer and the Holders of a majority of all Bonds at the



<PAGE>



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

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

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

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



<PAGE>



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

Dated: May 29, 2001

                                  IMPAC CMB TRUST SERIES 2001-1

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



                                  By:_______________________________________
                                           Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


This is one of the Class [M-1][M-2][B] Bonds referred to in the within-mentioned
Indenture.

BANKERS TRUST COMPANY OF CALIFORNIA, N.A., as Indenture Trustee



By:______________________________________
    Authorized Signatory





<PAGE>



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


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

          TEN COM  --  as tenants in common
          TEN ENT  --  as tenants by the entireties
          JT TEN   --  as joint tenants with right of survivorship and not as
                       tenants in common
UNIF GIFT MIN ACT  --                     Custodian
                       ------------------           ----------------------------
                             (Cust)                            (Minor)
                       under Uniform Gifts to Minor Act
                                                       -------------------------
                                                               (State)

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



<PAGE>



                                   ASSIGNMENT
                                   ----------

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

              ____________________________________________________

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


________________________________________________________________________________

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

Dated:
      --------------------------------------         ---------------------------

Signature Guaranteed by
                        --------------------------------------------------------

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



<PAGE>



                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                             (provided upon request)



<PAGE>



                                    EXHIBIT C

                          FORM OF INITIAL CERTIFICATION


                                             ___________________, 2000

[Issuer]

[Master Servicer]


Attention:  Impac CMB Trust Series 2001-1

                  Re:      Indenture dated as of May 29, 2001, between Impac CMB
                           Trust Series 2001- 1 and Bankers Trust Company of
                           California, N.A.

Ladies and Gentlemen:

                  In accordance with Section 2.03(a) of the above-captioned
Indenture, and Section 2.1(b)(i)-(v) of the Mortgage Loan Sale and Contribution
Agreement, dated as of May 29, 2001 between Impac Mortgage Holdings, Inc.
(formerly known as Imperial Credit Mortgage Holdings, Inc.) and Impac Funding
Corporation (formerly known as ICI Funding Corporation) (the "MLSCA"; and
together with the Indenture, the "Agreements"), the undersigned, as Indenture
Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the
exception report attached hereto) it has reviewed the Mortgage File and the
Mortgage Loan Schedule and has determined that: (i) all documents required to be
included in the Mortgage File are in its possession; (ii) such documents have
been reviewed by it and appear regular on their face and relate to such Mortgage
Loan; and (iii) based on examination by it, and only as to such documents, the
information set forth in items (iii) and (v) of the definition or description of
"Mortgage Loan Schedule" is correct.

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




<PAGE>



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

                                           BANKERS TRUST COMPANY OF
                                           CALIFORNIA, N.A.,
                                            as Indenture Trustee


                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
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                                    EXHIBIT D

                           FORM OF FINAL CERTIFICATION


                                              ___________________, 200_

[Issuer]

[Master Servicer]


Attention:  Impac CMB Trust Series 2001-1

                  Re:      Indenture, dated as of May 29, 2001, between Impac
                           CMB Trust Series 2001- 1 and Bankers Trust Company of
                           California, N.A.

Ladies and Gentlemen:

                  In accordance with Section 2.03(b) of the above-captioned
Indenture, and Section 2.1(b) of the Mortgage Loan Sale and Contribution
Agreement, dated as of May 29, 2001, between Impac Mortgage Holdings, Inc.
(formerly known as Imperial Credit Mortgage Holdings, Inc.) and Impac Funding
Corporation (formerly known as ICI Funding Corporation) (the "MLSCA"; and
together with the Indenture, the "Agreements"), the undersigned, as Indenture
Trustee, hereby certifies that as to each Mortgage Loan listed in the Mortgage
Loan Schedule (other than any Mortgage Loan paid in full or listed on the
exception report attached hereto) it has received the documents set forth in
Section 2.1(b) of the MLSCA.

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




<PAGE>


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

                                           BANKERS TRUST COMPANY OF
                                           CALIFORNIA, N.A.,
                                            as Indenture Trustee


                                           By:
                                              ----------------------------------
                                           Name:
                                                --------------------------------
                                           Title:
                                                 -------------------------------

<PAGE>

                                   APPENDIX A

                                   DEFINITIONS

                  ACCRUAL PERIOD: With respect to each Class of Bonds, other
than the Class A-IO Bonds, and any Payment Date, the period commencing on the
preceding Payment Date (or, in the case of the first Payment Date, on the
Closing Date) through the day preceding such Payment Date. With respect to the
Class A-IO Bonds, the calendar month preceding the month of such Payment Date.

                  ACCRUED BOND INTEREST: With respect to each Payment Date and
each Class of Bonds, interest accrued during the related Accrual Period at the
related Bond Interest Rate on the related Bond Principal Balance or Notional
Amount thereof immediately prior to such Payment Date, less such Bonds' Unpaid
Interest Shortfall for such Payment Date, plus any Accrued Bond Interest
remaining unpaid from any prior Payment Date with interest thereon at the
related Bond Interest Rate. Accrued Bond Interest for each Class of Bonds, other
than the Class A-IO Bonds, shall be calculated on the basis of the actual number
of days in the Accrual Period and a 360-day year. Accrued Bond Interest for the
Class A-IO Bonds shall be calculated based on a 360-day year consisting of
twelve 30-day months.

                  ADJUSTMENT DATE: As to each ARM Loan, each date set forth in
the related Mortgage Note on which an adjustment to the interest rate on such
Mortgage Loan becomes effective.

                  ADVANCE: As to any Mortgage Loan, any advance made by the
Master Servicer pursuant to Section 4.04 of the Servicing Agreement or by a
Subservicer in respect of delinquent Monthly Payments of principal and interest
pursuant to the related Subservicing Agreement.

                  AFFILIATE: With respect to any Person, any other Person
controlling, controlled by or under common control with such Person. For
purposes of this definition, "control" means the power to direct the management
and policies of a Person, directly or indirectly, whether through ownership of
voting securities, by contract or otherwise and "controlling" and "controlled"
shall have meanings correlative to the foregoing.

                  ALLOCATED REALIZED LOSS AMOUNT: With respect to any of the
Class A-2 Bonds, Class M Bonds and Class B Bonds and any Payment Date, an amount
equal to the sum of any Realized Loss allocated to that Class of Bonds on that
Payment Date and any Allocated Realized Loss Amount for that Class remaining
unpaid from the previous Payment Date.

                  APPRAISED VALUE: The appraised value of a Mortgaged Property
based upon the lesser of (i) the appraisal made at the time of the origination
of the related Mortgage Loan, or (ii) the sales price of such Mortgaged Property
at such time of origination. With respect to a Mortgage Loan the proceeds of
which were used to refinance an existing mortgage loan, the appraised value of
the Mortgaged Property based upon the appraisal obtained at the time of
refinancing.

                  ARM LOANS: At any time, collectively, all the Mortgage Loans
which have adjustable Mortgage Rates.


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                  ASSIGNMENT OF MORTGAGE: An assignment of Mortgage, notice of
transfer or equivalent instrument, in recordable form, which is sufficient under
the laws of the jurisdiction wherein the related Mortgaged Property is located
to reflect of record the sale of the Mortgage, which assignment, notice of
transfer or equivalent instrument may be in the form of one or more blanket
assignments covering Mortgages secured by Mortgaged Properties located in the
same county, if permitted by law.

                  AUTHORIZED NEWSPAPER: A newspaper of general circulation in
the Borough of Manhattan, The City of New York, printed in the English language
and customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays.

                  AUTHORIZED OFFICER: With respect to the Issuer, any officer of
the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of Authorized Officers
delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter).

                  AVAILABLE FUNDS: With respect to any Payment Date, the sum of
the following, in each case with respect to the Mortgage Loans:

                  (i) each previously undistributed Monthly Payment due after
         the respective Cut- Off Dates received on or prior to the related
         Determination Date or advanced prior to such Payment Date (other than
         Monthly Payments due after the related Due Period, which shall be
         treated as if received during the Due Period they were due and other
         than Monthly Payments with respect to which the Master Servicer has
         made an unreimbursed Advance) on each Outstanding Mortgage Loan (less
         the related Master Servicing Fees, any Subservicing Fees under any
         Subservicing Agreement and any fees or penalties retained by the Master
         Servicer or any Subservicer, the fees of the Owner Trustee and the
         Indenture Trustee and any amounts in respect of the premium payable to
         Radian under the Radian Lender-Paid PMI Policies);

                  (ii) all proceeds of any Mortgage Loan repurchased during the
         related Prepayment Period (or deemed to have been so repurchased in
         accordance with the Servicing Agreement) pursuant to the Servicing
         Agreement and the amount of any shortfall deposited in the Collection
         Account in connection with the substitution of a Deleted Mortgage Loan
         pursuant to the Mortgage Loan Sale and Contribution Agreement during
         the related Prepayment Period;

                  (iii) all other unscheduled collections (including, without
         limitation, Principal Prepayments, Insurance Proceeds, Liquidation
         Proceeds and REO Proceeds) received during the related Prepayment
         Period to the extent applied by the Master Servicer as recoveries of
         principal of the related Mortgage Loan pursuant to the Servicing
         Agreement; and

                  (iv) any (i) Compensating Interest payments and (ii)
         Foreclosure Profits, to the extent not payable to the Subservicers;

         MINUS


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                  (v) expenses incurred by and reimbursable to the Master
         Servicer or the Depositor pursuant to the Servicing Agreement or
         otherwise, or in connection with enforcing any repurchase, substitution
         or indemnification obligation of the Seller (other than an Affiliate of
         the Depositor) in respect of a Mortgage Loan;

                  (vi) amounts expended by the Master Servicer (a) pursuant to
         the Servicing Agreement in good faith in connection with the
         restoration of property related to a Mortgage Loan damaged by an
         Uninsured Cause, and (b) in connection with the liquidation of a
         Mortgage Loan or disposition of an REO Property related to a Mortgage
         Loan to the extent not otherwise reimbursed to the Master Servicer
         pursuant to the Servicing Agreement;

                  (vii) if the Bonds have been declared due and payable
         following an Event of Default on such Payment Date, any amounts owed to
         the Indenture Trustee by the Issuer pursuant to Section 6.07 of the
         Indenture; and

                  (viii) any other amounts withdrawn from the Collection Account
         by the Master Servicer pursuant to Section 3.07(a)(ii) through (xv) of
         the Servicing Agreement, not described above in clauses (v) through
         (vii) above.

                  AVAILABLE FUNDS RATE: On any Payment Date, a per annum rate
equal to the weighted average of the Net Mortgage Rates of the Mortgage Loans,
weighted on the basis of the Stated Principal Balances thereof as of the end of
the prior Due Period, times a fraction equal to (1) the aggregate Stated
Principal Balance of the Mortgage Loans as of the end of the prior Due Period
over (2) the aggregate Bond Principal Balance of the Bonds immediately prior to
such Payment Date, times a fraction equal to (x) 30 divided by (y) the number of
days in the related Accrual Period.

                  BALLOON LOAN: Each of the Mortgage Loans identified in the
Mortgage Loan Schedule as having an original term to maturity that is shorter
than the related amortization term.

                  BALLOON PAYMENT: With respect to any Balloon Loan, the related
Monthly Payment payable on the stated maturity date of such Balloon Loan.

                  BANKRUPTCY CODE:  The Bankruptcy Code of 1978, as amended.

                  BASIC DOCUMENTS: The Trust Agreement, the Certificate of
Trust, the Indenture, the Servicing Agreement, the Mortgage Loan Sale and
Contribution Agreement, the Cap Contracts and the other documents and
certificates delivered in connection with any of the above.

                  BASIC PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Payment Date, the excess of (i) the Principal Remittance Amount for such Payment
Date over (ii) the Overcollateralization Release Amount, if any, for such
Payment Date.

                  BASIS RISK SHORTFALL: With respect to each Class of Bonds,
other than the Class A-IO Bonds, on each Payment Date where clause (iii) of the
related definition of "Bond Interest Rate" is less than clauses (i) or (ii) of
the related definition of "Bond Interest Rate", the excess, if any, of (x) the
aggregate Accrued Bond Interest on such Class of Bonds calculated pursuant to
the lesser of


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clause (i) and clause (ii) of the related definition of Bond Interest Rate
thereof over (y) interest accrued on the Mortgage Loans at the Available Funds
Rate.

                  BASIS RISK SHORTFALL CARRY-FORWARD AMOUNT: With respect to
each Class of Bonds, other than the Class A-IO Bonds, and any Payment Date, as
determined separately for each Class of Bonds, an amount equal to the aggregate
amount of Basis Risk Shortfall for such Bonds on such Payment Date, plus any
unpaid Basis Risk Shortfall for such Class of Bonds from prior Payment Dates,
plus interest thereon at the related Bond Interest Rate for such Payment Date,
to the extent previously unreimbursed by the Cap Contracts or by Net Monthly
Excess Cash Flow.

                  BENEFICIAL OWNER: With respect to any Bond, the Person who is
the beneficial owner of such Bond as reflected on the books of the Depository or
on the books of a Person maintaining an account with such Depository (directly
as a Depository Participant or indirectly through a Depository Participant, in
accordance with the rules of such Depository).

                  BOND INTEREST RATE: With respect to each Payment Date and each
Class of Bonds, other than the Class A-IO Bonds, a floating rate equal to the
least of (i) One-Month LIBOR plus the related Bond Margin, (ii) the Maximum Bond
Rate and (iii) the Available Funds Rate with respect to such Payment Date. With
respect to each Payment Date and the Class A-IO Bonds, (i) on or prior to the
Class A-IO Bond Redemption Date, 0.50% per annum and (ii) thereafter, 0.00% per
annum.

                  BOND MARGIN: With respect to the Class A-1 Bonds, on any
Payment Date prior to the Step-Up Date, 0.28% per annum, and on any Payment Date
thereafter, 0.56% per annum. With respect to the Class A-2 Bonds, on any Payment
Date prior to the Step-Up Date, 0.42% per annum, and on any Payment Date
thereafter, 0.84% per annum. With respect to the Class M-1 Bonds, on any Payment
Date prior to the Step-Up Date, 0.650% per annum, and on any Payment Date
thereafter, 0.975% per annum. With respect to the Class M-2 Bonds, on any
Payment Date prior to the Step-Up Date, 1.050% per annum, and on any Payment
Date thereafter, 1.575% per annum. With respect to the Class B Bonds, on any
Payment Date prior to the Step-Up Date, 2.00% per annum, and on any Payment Date
thereafter, 3.00% per annum.

                  BOND OWNER:  The Beneficial Owner of a Bond.

                  BOND PRINCIPAL BALANCE: With respect to any Bond, other than
the Class A-IO Bonds, and any date of determination, the initial Bond Principal
Balance as stated on the face thereof, minus all amounts distributed in respect
of principal with respect to such Bond and, in the case of any Class A-2, Class
M-1, Class M-2 or Class B Bond, the aggregate amount of Realized Losses
allocated to such Bond on all prior Payment Dates. With respect to any Class of
Bonds, the Bond Principal Balance thereof shall be equal to the sum of the Bond
Principal Balances of all Outstanding Bonds of such Class. The Class A-IO Bonds
do not have a Bond Principal Balance.

                  BOND REGISTER: The register maintained by the Bond Registrar
in which the Bond Registrar shall provide for the registration of Bonds and of
transfers and exchanges of Bonds.

                  BOND REGISTRAR: The Indenture Trustee, in its capacity as Bond
Registrar, or any successor to the Indenture Trustee in such capacity.


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                  BONDHOLDER OR HOLDER: The Person in whose name a Bond is
registered in the Bond Register, except that, any Bond registered in the name of
the Depositor, the Issuer, the Indenture Trustee, the Seller or the Master
Servicer or any Affiliate of any of them shall be deemed not to be a holder or
holder, nor shall any so owned be considered outstanding, for purposes of giving
any request, demand, authorization, direction, notice, consent or waiver under
the Indenture or the Trust Agreement; provided that, in determining whether the
Indenture Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent or waiver, only Bonds that the
Indenture Trustee or the Owner Trustee knows to be so owned shall be so
disregarded. Owners of Bonds that have been pledged in good faith may be
regarded as Holders if the pledgee establishes to the satisfaction of the
Indenture Trustee or the Owner Trustee the pledgee's right so to act with
respect to such Bonds and that the pledgee is not the Issuer, any other obligor
upon the Bonds or any Affiliate of any of the foregoing Persons.

                  BONDS: The Class A Bonds, Class M Bonds and Class B Bonds
issued and outstanding at any time pursuant to the Indenture.

                  BOOK-ENTRY BONDS: Beneficial interests in the Bonds, ownership
and transfers of which shall be made through book entries by the Depository as
described in Section 4.06 of the Indenture.

                  BUSINESS DAY: Any day other than (i) a Saturday or a Sunday or
(ii) a day on which banking institutions in the City of New York, Delaware or
California or in the city in which the corporate trust offices of the Indenture
Trustee are located, are required or authorized by law to be closed.

                  BUSINESS TRUST STATUTE: Chapter 38 of Title 12 of the Delaware
Code, 12 DEL. Code ss.ss.3801 ET SEQ., as the same may be amended from time to
time.

                  CAP CONTRACTS: The twelve ISDA Master Agreements, including
the related Confirmations thereto, each for the benefit of the Bonds, delivered
to the Indenture Trustee on the Closing Date.

                  CAP CONTRACT COUNTERPARTIES: Collectively, Bear Stearns
Financial Products Inc. Credit Suisse First Boston International, National
Westminster Bank Plc, Greenwich Capital Derivatives, Inc. and Lehman Brothers
Financial Products Inc.

                  CAP CONTRACT PAYMENT AMOUNT: With respect to any Payment Date,
the aggregate amount payable by the Cap Contract Counterparties under the Cap
Contracts.

                  CASH LIQUIDATION: As to any defaulted Mortgage Loan other than
a Mortgage Loan as to which an REO Acquisition occurred, a determination by the
Master Servicer evidenced in a certificate of a Servicing Officer that it has
received all Insurance Proceeds, Liquidation Proceeds and other payments or cash
recoveries which the Master Servicer reasonably and in good faith expects to be
finally recoverable with respect to such Mortgage Loan.



                                        5

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                  CERTIFICATE DISTRIBUTION ACCOUNT: The account or accounts
created and maintained pursuant to Section 3.10(c) of the Trust Agreement. The
Certificate Distribution Account shall be an Eligible Account.

                  CERTIFICATE PAYING AGENT: The meaning specified in Section
3.10 of the Trust Agreement.

                  CERTIFICATE PERCENTAGE INTEREST: With respect to each
Certificate, the Certificate Percentage Interest stated on the face thereof.

                  CERTIFICATE REGISTER: The register maintained by the
Certificate Registrar in which the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges of Certificates.

                  CERTIFICATE REGISTRAR: Initially, the Indenture Trustee, in
its capacity as Certificate Registrar, or any successor to the Indenture Trustee
in such capacity.

                  CERTIFICATE OF TRUST: The Certificate of Trust filed for the
Trust pursuant to Section 3810(a) of the Business Trust Statute.

                  CERTIFICATES OR TRUST CERTIFICATES: The Impac CMB Trust Series
2001-1 Trust Certificates, Series 2001-1, evidencing the beneficial ownership
interest in the Issuer and executed by the Owner Trustee in substantially the
form set forth in Exhibit A to the Trust Agreement.

                  CERTIFICATEHOLDER OR HOLDER: The Person in whose name a
Certificate is registered in the Certificate Register. Owners of Certificates
that have been pledged in good faith may be regarded as Holders if the pledgee
establishes to the satisfaction of the Indenture Trustee or the Owner Trustee,
as the case may be, the pledgee's right so to act with respect to such
Certificates and that the pledgee is not the Issuer, any other obligor upon the
Certificates or any Affiliate of any of the foregoing Persons.

                  CLASS: Any of the Class A Bonds, Class M Bonds or Class B
Bonds.

                  CLASS A BONDS: The Class A-1 Bonds, the Class A-2 Bonds and
the Class A-IO Bonds.

                  CLASS A-1 BONDS: The Class A-1 Bonds in the form attached as
Exhibit A-1 to the Indenture.

                  CLASS A-2 BONDS: The Class A-2 Bonds in the form attached as
Exhibit A-1 to the Indenture.

                  CLASS A-IO BOND REDEMPTION RATE: The first Payment Date on
which the aggregate Stated Principal Balance of the ARM Loans is 15% or less of
the aggregate Cut-off Date Principal Balance of the ARM Loans.



                                        6

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                  CLASS A-IO BONDS: The Class A-IO Bonds in the form attached as
Exhibit A-1 to the Indenture.

                  CLASS B BONDS: The Class B Bonds in the form attached as
Exhibit A-2 to the Indenture.

                  CLASS M BONDS:  The Class M-1 Bonds and the Class M-2 Bonds

                  CLASS M-1 BONDS: The Class M-1 Bonds in the form attached as
Exhibit A-2 to the Indenture.

                  CLASS M-2 BONDS: The Class M-2 Bonds in the form attached as
Exhibit A-2 to the Indenture.

                  CLOSING DATE: May 29, 2001.

                  CODE: The Internal Revenue Code of 1986, as amended, and the
rules and regulations promulgated thereunder.

                  COLLATERAL: The meaning specified in the Granting Clause of
the Indenture.

                  COLLECTION ACCOUNT: The account or accounts created and
maintained pursuant to Section 3.06(d) of the Servicing Agreement. The
Collection Account shall be an Eligible Account.

                  COLLECTION PERIOD: With respect to each Payment Date, the
calendar month immediately preceding the month in which such Payment Date
occurs.

                  COMBINED LOAN-TO-VALUE RATIO: With respect to any Mortgage
Loan secured by a junior lien and any date, the percentage equivalent of a
fraction, the numerator of which is the Cut- Off Date Principal Balance of such
Mortgage Loan and of any mortgage loan or mortgage loans that are secured by
liens on the Mortgaged Property that are subordinate to the Mortgage and the
denominator of which is the Appraised Value of the related Mortgaged Property.

                  COMPENSATING INTEREST: With respect to any Payment Date, the
amount of any Prepayment Interest Shortfalls resulting from prepayments in full
during the preceding calendar month, but only to the extent such Prepayment
Interest Shortfalls do not exceed an amount equal to the lesser of (i)
one-twelfth of 0.125% of the aggregate Stated Principal Balance of the related
Mortgage Loans immediately preceding such Payment Date and (ii) the sum of the
related Master Servicing Fee and Subservicing Fee for such Payment Date.

                  CORPORATE TRUST OFFICE: With respect to the Indenture Trustee,
Certificate Registrar, Certificate Paying Agent and Paying Agent, the principal
corporate trust office of the Indenture Trustee and Bond Registrar at which at
any particular time its corporate trust business shall be administered, which
office at the date of the execution of this instrument is located at 1761 East
St. Andrew Place, Santa Ana, California 92705. With respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee at which at
any particular time its corporate trust business


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<PAGE>



shall be administered, which office at the date of the execution of this Trust
Agreement is located at Wilmington Trust Company, Rodney Square North, 1100
North Market Street, Wilmington, Delaware 19801, Attention: Impac CMB Trust
Series 2001-1 (IM0101).

                  COUNTRYWIDE LOANS: Commencing on August 1, 2001, the ARM
Loans.

                  CUMULATIVE LOSSES: As to any Payment Date and the Mortgage
Loans, the cumulative aggregate amount of Realized Losses on the Mortgage Loans
from the Cut-Off Dates through the end of the calendar month immediately
preceding such Payment Date.

                  CUT-OFF DATE: May 1, 2001.

                  CUT-OFF DATE PRINCIPAL BALANCE: With respect to any Mortgage
Loan, the unpaid principal balance thereof as of the Cut-Off Date after applying
the principal portion of Monthly Payments due on or before such date, whether or
not received, and without regard to any payments due after such date.

                  DEBT SERVICE REDUCTION: With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction constituting a Deficient Valuation or any reduction that results in a
permanent forgiveness of principal.

                  DEFAULT: Any occurrence which is or with notice or the lapse
of time or both would become an Event of Default.

                  DEFICIENT VALUATION: With respect to any Mortgage Loan, a
valuation by a court of competent jurisdiction of the Mortgaged Property in an
amount less than the then outstanding indebtedness under the Mortgage Loan, or
any reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that constitutes a permanent forgiveness of principal,
which valuation or reduction results from a proceeding under the Bankruptcy
Code.

                  DEFINITIVE BONDS: The meaning specified in Section 4.06 of the
Indenture.

                  DELETED MORTGAGE LOAN: A Mortgage Loan replaced or to be
replaced with an Eligible Substitute Mortgage Loan.

                  DEPOSITOR: IMH Assets Corp., a California corporation, or its
successor in interest.

                  DEPOSITORY OR DEPOSITORY AGENCY: The Depository Trust Company
or a successor appointed by the Indenture Trustee. Any successor to the
Depository shall be an organization registered as a "clearing agency" pursuant
to Section 17A of the Exchange Act and the regulations of the Securities and
Exchange Commission thereunder.

                  DEPOSITORY PARTICIPANT: A Person for whom, from time to time,
the Depository effects book-entry transfers and pledges of securities deposited
with the Depository.



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<PAGE>



                  DETERMINATION DATE: With respect to any Payment Date, the 15th
of the related month, or if the 15th day of such month is not a Business Day,
the immediately preceding Business Day.

                  DUE DATE: With respect to each Mortgage Loan, the first day of
the month.

                  DUE PERIOD: With respect to any Payment Date, the period
commencing on the second day of the month preceding the month of such Payment
Date (or, with respect to the first Due Period, the day following the Cut-Off
Date) and ending on the first day of the month of such Payment Date.

                  ELIGIBLE ACCOUNT: An account that is any of the following: (i)
maintained with a depository institution the short term deposits of which have
been rated by each Rating Agency in its highest rating available, or (ii) an
account or accounts in a depository institution in which such accounts are fully
insured to the limits established by the FDIC, PROVIDED that any deposits not so
insured shall, to the extent acceptable to each Rating Agency, as evidenced in
writing, be maintained such that (as evidenced by an Opinion of Counsel
delivered to the Indenture Trustee and each Rating Agency) the Indenture Trustee
has a claim with respect to the funds in such account or a perfected first
security interest against any collateral (which shall be limited to Eligible
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Collection Account, either (A) a trust
account or accounts maintained at the Corporate Trust Department of the
Indenture Trustee or (B) an account or accounts maintained at the Corporate
Trust Department of the Indenture Trustee, as long as its short term debt
obligations are rated P-1 by Moody's and A-1 by Standard & Poor's or better and
its long term debt obligations are rated A2 by Moody's and A by Standard &
Poor's or better, or (iv) in the case of the Collection Account and the Payment
Account, a trust account or accounts maintained in the corporate trust division
of the Indenture Trustee, or (v) an account or accounts of a depository
institution acceptable to each Rating Agency as evidenced in writing by each
Rating Agency that use of any such account as the Collection Account or the
Payment Account will not reduce the rating assigned to any of the Securities by
such Rating Agency below investment grade.

                  ELIGIBLE INVESTMENTS:  One or more of the following:

                         (i) direct obligations of, and obligations fully
         guaranteed by, the United States of America, the Federal Home Mortgage
         Corporation, the Federal National Mortgage Association, the Federal
         Home Loan Banks or any agency or instrumentality of the United States
         of America the obligations of which are backed by the full faith and
         credit of the United States of America;

                        (ii) (A) demand and time deposits in, certificates of
         deposit of, banker's acceptances issued by or federal funds sold by any
         depository institution or trust company (including the Indenture
         Trustee or its agent acting in their respective commercial capacities)
         incorporated under the laws of the United States of America or any
         State thereof and subject to supervision and examination by federal
         and/or state authorities, so long as at the time of such investment or
         contractual commitment providing for such investment, such depository
         institution or trust company has a short term unsecured debt rating in
         the highest available


                                        9

<PAGE>



         rating category of each of the Rating Agencies and provided that each
         such investment has an original maturity of no more than 365 days, and
         (B) any other demand or time deposit or deposit which is fully insured
         by the FDIC;

                       (iii) repurchase obligations with a term not to exceed 30
         days with respect to any security described in clause (i) above and
         entered into with a depository institution or trust company (acting as
         a principal) rated "A" or higher by Standard & Poor's and A2 or higher
         by Moody's; provided, however, that collateral transferred pursuant to
         such repurchase obligation must (A) be valued weekly at current market
         price plus accrued interest, (B) pursuant to such valuation, equal, at
         all times, 105% of the cash transferred by the Indenture Trustee in
         exchange for such collateral and (C) be delivered to the Indenture
         Trustee or, if the Indenture Trustee is supplying the collateral, an
         agent for the Indenture Trustee, in such a manner as to accomplish
         perfection of a security interest in the collateral by possession of
         certificated securities;

                        (iv) securities bearing interest or sold at a discount
         issued by any corporation incorporated under the laws of the United
         States of America or any State thereof which has a long term unsecured
         debt rating in the highest available rating category of each of the
         Rating Agencies at the time of such investment;

                         (v) commercial paper having an original maturity of
         less than 365 days and issued by an institution having a short term
         unsecured debt rating in the highest available rating category of each
         of the Rating Agencies at the time of such investment;

                        (vi) a guaranteed investment contract approved by each
         of the Rating Agencies and issued by an insurance company or other
         corporation having a long term unsecured debt rating in the highest
         available rating category of each of the Rating Agencies at the time of
         such investment;

                       (vii) money market funds having ratings in the highest
         available long-term rating category of each of the Rating Agencies at
         the time of such investment; any such money market funds which provide
         for demand withdrawals being conclusively deemed to satisfy any
         maturity requirement for Eligible Investments set forth in the
         Indenture, including money market funds of the Indenture Trustee or any
         such funds that are managed or advised by the Indenture Trustee or any
         Affiliate thereof; and

                      (viii) any investment approved in writing by each of the
         Rating Agencies.

The Indenture Trustee may purchase from or sell to itself or an affiliate, as
principal or agent, the Eligible Investments listed above.

PROVIDED, HOWEVER, that each such instrument shall be acquired in an arm's
length transaction and no such instrument shall be an Eligible Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater


                                       10

<PAGE>



than 120% of the yield to maturity at par of such underlying obligations;
PROVIDED FURTHER, HOWEVER, that each such instrument acquired shall not be
acquired at a price in excess of par.

                  ELIGIBLE SUBSTITUTE MORTGAGE LOAN: A Mortgage Loan substituted
by the Seller for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in an Officer's Certificate delivered to the
Indenture Trustee, (i) have an outstanding principal balance, after deduction of
the principal portion of the monthly payment due in the month of substitution
(or in the case of a substitution of more than one Mortgage Loan for a Deleted
Mortgage Loan, an aggregate outstanding principal balance, after such
deduction), not in excess of the outstanding principal balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by the Seller in the
Collection Account in the month of substitution); (ii) comply with each
representation and warranty set forth in clauses (i) through (lxii) of Section
3.1(b) of the Mortgage Loan Sale and Contribution Agreement other than clauses
(iii) through (xiii), (xl), (lvii), (lix) and (lxiii) thereof as of the date of
substitution; (iii) have a Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate of the Deleted Mortgage Loan as of the date
of substitution; (iv) have a Loan-to-Value Ratio and a Combined Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (v) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; and (vi) not be 30 days or more delinquent.

                  ERISA: The Employee Retirement Income Security Act of 1974, as
amended.

                  EVENT OF DEFAULT: With respect to the Indenture, any one of
the following events (whatever the reason for such Event of Default and whether
it shall be voluntary or involuntary or be effected by operation of law or
pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

                         (i) a default in (a) the payment of Accrued Bond
         Interest on any Class of Bonds or the Principal Remittance Amount with
         respect to a Payment Date on such Payment Date or (b) the Unpaid
         Interest Shortfall with respect to either Class of Bonds, but only,
         with respect to clause (b), to the extent funds are available to make
         such payment as provided in the Indenture; or

                        (ii) the failure by the Issuer on the Final Scheduled
         Payment Date to reduce the Bond Principal Balance of any Class of Bonds
         to zero; or

                       (iii) there occurs a default in the observance or
         performance of any covenant or agreement of the Issuer made in the
         Indenture, or any representation or warranty of the Issuer made in the
         Indenture or in any certificate or other writing delivered pursuant
         hereto or in connection herewith proving to have been incorrect in any
         material respect as of the time when the same shall have been made, and
         such default shall continue or not be cured, or the circumstance or
         condition in respect of which such representation or warranty was
         incorrect shall not have been eliminated or otherwise cured, for a
         period of 30 days after there shall have been given, by registered or
         certified mail, to the Issuer by the Indenture Trustee or to the Issuer
         and the Indenture Trustee by the Holders of at least 25% of the
         aggregate Bond Principal Balance of the Outstanding Bonds, a written
         notice specifying such


                                       11

<PAGE>



         default or incorrect representation or warranty and requiring it to be
         remedied and stating that such notice is a notice of default hereunder;
         or

                        (iv) there occurs the filing of a decree or order for
         relief by a court having jurisdiction in the premises in respect of the
         Issuer or any substantial part of the Trust Estate in an involuntary
         case under any applicable federal or state bankruptcy, insolvency or
         other similar law now or hereafter in effect, or appointing a receiver,
         liquidator, assignee, custodian, trustee, sequestrator or similar
         official of the Issuer or for any substantial part of the Trust Estate,
         or ordering the winding-up or liquidation of the Issuer's affairs, and
         such decree or order shall remain unstayed and in effect for a period
         of 60 consecutive days; or

                         (v) there occurs the commencement by the Issuer of a
         voluntary case under any applicable federal or state bankruptcy,
         insolvency or other similar law now or hereafter in effect, or the
         consent by the Issuer to the entry of an order for relief in an
         involuntary case under any such law, or the consent by the Issuer to
         the appointment or taking possession by a receiver, liquidator,
         assignee, custodian, trustee, sequestrator or similar official of the
         Issuer or for any substantial part of the assets of the Trust Estate,
         or the making by the Issuer of any general assignment for the benefit
         of creditors, or the failure by the Issuer generally to pay its debts
         as such debts become due, or the taking of any action by the Issuer in
         furtherance of any of the foregoing.

                  EVENT OF SERVICER TERMINATION: With respect to the Servicing
Agreement, a Servicing Default as defined in Section 6.01 of the Servicing
Agreement.

                  EXTRA PRINCIPAL DISTRIBUTION AMOUNT: With respect to any
Payment Date, the lesser of (a) the Net Monthly Excess Cashflow for such Payment
Date and (b) the Overcollateralization Deficiency Amount for such Payment Date.

                  EXCHANGE ACT: The Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

                  EXPENSE FEE RATE: With respect to each Mortgage Loan, the sum
of the Master Servicing Fee Rate, the Subservicing Fee Rate, the Indenture
Trustee Fee Rate, the Owner Trustee Fee Rate, on or prior to the Class A-IO Bond
Redemption Date, if such Mortgage Loan is an ARM Loan, 0.50%, and, if
applicable, the Radian PMI Rate.

                  EXPENSES: The meaning specified in Section 7.02 of the Trust
Agreement.

                  FANNIE MAE: Fannie Mae (formerly, the Federal National
Mortgage Association), or any successor thereto.

                  FDIC: The Federal Deposit Insurance Corporation or any
successor thereto.

                  FINAL CERTIFICATION: The final certification delivered by the
Indenture Trustee pursuant to Section 2.03(b) of the Indenture in the form
attached thereto as Exhibit D.



                                       12

<PAGE>



                  FINAL SCHEDULED PAYMENT DATE: With respect to each Class of
Bonds, the Payment Date in July 2031.

                  FITCH: Fitch, Inc., or its successor in interest.

                  FIXED RATE LOANS: At any time, collectively, all the Mortgage
Loans which have fixed Mortgage Rates.

                  FORECLOSURE PROFIT: With respect to a Liquidated Mortgage
Loan, the amount, if any, by which (i) the aggregate of its Net Liquidation
Proceeds exceeds (ii) the related Stated Principal Balance (plus accrued and
unpaid interest thereon at the applicable Mortgage Rate from the date interest
was last paid through the date of receipt of the final Liquidation Proceeds) of
such Liquidated Mortgage Loan immediately prior to the final recovery of its
Liquidation Proceeds.

                  FREDDIE MAC: Freddie Mac (formerly, the Federal Home Loan
Mortgage Corporation), or any successor thereto.

                  GRANT: Pledge, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, create, and grant a lien upon and a security
interest in and right of set-off against, deposit, set over and confirm pursuant
to the Indenture. A Grant of the Collateral or of any other agreement or
instrument shall include all rights, powers and options (but none of the
obligations) of the granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of such collateral or other agreement or
instrument and all other moneys payable thereunder, to give and receive notices
and other communications, to make waivers or other agreements, to exercise all
rights and options, to bring proceedings in the name of the granting party or
otherwise, and generally to do and receive anything that the granting party is
or may be entitled to do or receive thereunder or with respect thereto.

                  GROSS MARGIN: With respect to any ARM Loan, the percentage set
forth as the "Gross Margin" for such Mortgage Loan on the Mortgage Loan
Schedule, as adjusted from time to time in accordance with the terms of the
Servicing Agreement.

                  IMPAC HOLDINGS: Impac Mortgage Holdings, Inc., a Maryland
corporation, and its successors and assigns.

                  INDEMNIFIED PARTY: The meaning specified in Section 7.02 of
the Trust Agreement.

                  INDENTURE: The indenture dated as of May 29, 2001, between the
Issuer, as debtor, and the Indenture Trustee, as Indenture Trustee, relating to
the Impac CMB Trust Series 2001-1 Bonds.

                  INDENTURE TRUSTEE: Bankers Trust Company of California, N.A.,
and its successors and assigns or any successor indenture trustee appointed
pursuant to the terms of the Indenture.



                                       13

<PAGE>



                  INDENTURE TRUSTEE FEE: With respect to each Mortgage Loan and
any Payment Date the product of (i) the Indenture Trustee Fee Rate divided by 12
and (ii) the Stated Principal Balance of such Mortgage Loans as of the first day
of the related Due Period.

                  INDENTURE TRUSTEE FEE RATE: 0.0050% per annum.

                  INDEPENDENT: When used with respect to any specified Person,
the Person (i) is in fact independent of the Issuer, any other obligor on the
Bonds, the Seller, the Master Servicer, the Depositor and any Affiliate of any
of the foregoing Persons, (ii) does not have any direct financial interest or
any material indirect financial interest in the Issuer, any such other obligor,
the Seller, the Master Servicer, the Depositor or any Affiliate of any of the
foregoing Persons and (iii) is not connected with the Issuer, any such other
obligor, the Seller, the Master Servicer, the Depositor or any Affiliate of any
of the foregoing Persons as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.

                  INDEPENDENT CERTIFICATE: A certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 10.01 of the
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Request and approved by the Indenture Trustee in the exercise of
reasonable care, and such opinion or certificate shall state that the signer has
read the definition of "Independent" in this Indenture and that the signer is
Independent within the meaning thereof.

                  INDEX: With respect to any ARM Loan, the index for the
adjustment of the Mortgage Rate set forth as such on the related Mortgage Note.

                  INITIAL BOND PRINCIPAL BALANCE: With respect to the Class A-1
Bonds, $247,000,000, with respect to the Class A-2 Bonds, $44,310,000, with
respect to the Class M-1 Bonds, $28,771,000, with respect to the Class M-2
Bonds, $19,780,000 and with respect to the Class B Bonds, $17,982,000.

                  INITIAL CERTIFICATION: The initial certification delivered by
the Indenture Trustee pursuant to Section 2.03(a) of the Indenture in the form
attached thereto as Exhibit C.

                  INITIAL SUBSERVICERS: Wendover Funding, Inc. and Countrywide
Home Loans, Inc., or their respective successors in interest.

                  INSURANCE PROCEEDS: Proceeds paid by any insurer pursuant to
any insurance policy covering a Mortgage Loan which are required to be remitted
to the Master Servicer, net of any component thereof (i) covering any expenses
incurred by or on behalf of the Master Servicer in connection with obtaining
such proceeds, (ii) that is applied to the restoration or repair of the related
Mortgaged Property or (iii) released to the Mortgagor in accordance with the
Master Servicer's normal servicing procedures.

                  INTEREST DETERMINATION DATE: With respect to the first Accrual
Period, the second LIBOR Business Day preceding the Closing Date, and with
respect to each Accrual Period thereafter,


                                       14

<PAGE>



the second LIBOR Business Day preceding related Payment Date on which such
Accrual Period commences.

                  INTEREST RATE ADJUSTMENT DATE: With respect to each ARM Loan,
the date or dates on which the Mortgage Rate is adjusted in accordance with the
related Mortgage Note.

                  INTEREST REMITTANCE AMOUNT: For any Payment Date, that portion
of the Available Funds for such Payment Date that represents interest received
or Advanced on the Mortgage Loans.

                  INVESTMENT COMPANY ACT: The Investment Company Act of 1940, as
amended, and any amendments thereto.

                  ISSUER: Impac CMB Trust Series 2001-1, a Delaware business
trust, or its successor in interest.

                  ISSUER REQUEST: A written order or request signed in the name
of the Issuer by any one of its Authorized Officers and delivered to the
Indenture Trustee.

                  LIBOR BUSINESS DAY: Any day other than (i) a Saturday or a
Sunday or (ii) a day on which banking institutions in the City of New York or in
the city of London, England are required or authorized by law to be closed.

                  LIEN: Any mortgage, deed of trust, pledge, conveyance,
hypothecation, assignment, participation, deposit arrangement, encumbrance, lien
(statutory or other), preference, priority right or interest or other security
agreement or preferential arrangement of any kind or nature whatsoever,
including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing and the filing of any financing statement under the UCC
(other than any such financing statement filed for informational purposes only)
or comparable law of any jurisdiction to evidence any of the foregoing;
PROVIDED, HOWEVER, that any assignment pursuant to Section 6.02 of the Servicing
Agreement shall not be deemed to constitute a Lien.

                  LIFETIME RATE CAP: With respect to each ARM Loan with respect
to which the related Mortgage Note provides for a lifetime rate cap, the maximum
Mortgage Rate permitted over the life of such Mortgage Loan under the terms of
such Mortgage Note, as set forth on the Mortgage Loan Schedule and initially as
set forth on Exhibit A to the Servicing Agreement.

                  LIQUIDATED MORTGAGE LOAN: With respect to any Payment Date,
any Mortgage Loan in respect of which the Master Servicer has determined, in
accordance with the servicing procedures specified in the Servicing Agreement,
as of the end of the related Due Period that substantially all Liquidation
Proceeds which it reasonably expects to recover with respect to the disposition
of the related Mortgaged Property or REO Property have been recovered.

                  LIQUIDATION EXPENSES: Out-of-pocket expenses (exclusive of
overhead) which are incurred by or on behalf of the Master Servicer in
connection with the liquidation of any Mortgage Loan and not recovered under any
insurance policy, such expenses including, without limitation,


                                       15

<PAGE>



legal fees and expenses, any unreimbursed amount expended (including, without
limitation, amounts advanced to correct defaults on any mortgage loan which is
senior to such Mortgage Loan and amounts advanced to keep current or pay off a
mortgage loan that is senior to such Mortgage Loan) respecting the related
Mortgage Loan and any related and unreimbursed expenditures for real estate
property taxes or for property restoration, preservation or insurance against
casualty loss or damage.

                  LIQUIDATION PROCEEDS: Proceeds (including Insurance Proceeds)
received in connection with the liquidation of any Mortgage Loan or related REO
Property, whether through trustee's sale, foreclosure sale or otherwise.

                  LOAN-TO-VALUE RATIO: With respect to any Mortgage Loan, as of
any date of determination, a fraction expressed as a percentage, the numerator
of which is the then current principal amount of the Mortgage Loan, and the
denominator of which is the Appraised Value of the related Mortgaged Property.

                  LOAN YEAR: With respect to any ARM Loan, the one year period
commencing on the day succeeding the origination of such Mortgage Loan and
ending on the anniversary date of such Mortgage Loan, and each annual period
thereafter.

                  LOST NOTE AFFIDAVIT: With respect to any Mortgage Loan as to
which the original Mortgage Note has been lost or destroyed and has not been
replaced, an affidavit from the Seller certifying that the original Mortgage
Note has been lost, misplaced or destroyed (together with a copy of the related
Mortgage Note).

                  MASTER SERVICER: Impac Funding Corporation, a California
corporation, and its successors and assigns.

                  MASTER SERVICING FEE: With respect to each Mortgage Loan and
any Payment Date the product of (i) the Master Servicing Fee Rate divided by 12
and (ii) the Stated Principal Balance of such Mortgage Loans as of the first day
of the related Due Period.

                  MASTER SERVICING FEE RATE: With respect to any Mortgage Loan,
0.030% per annum.

                  MAXIMUM BOND RATE:  13.50% per annum.

                  MAXIMUM MORTGAGE RATE: With respect to each ARM Loan, the
maximum Mortgage Rate.

                  MINIMUM MORTGAGE RATE: With respect to each ARM Loan, the
minimum Mortgage Rate.

                  MONTHLY PAYMENT: With respect to any Mortgage Loan (including
any REO Property) and any Due Date, the payment of principal and interest due
thereon in accordance with the amortization schedule at the time applicable
thereto (after adjustment, if any, for partial Principal Prepayments and for
Deficient Valuations occurring prior to such Due Date but before any


                                       16

<PAGE>



adjustment to such amortization schedule by reason of any bankruptcy, other than
a Deficient Valuation, or similar proceeding or any moratorium or similar waiver
or grace period).

                  MOODY'S: Moody's Investors Service, Inc. or its successor in
interest.

                  MORTGAGE: The mortgage, deed of trust or other instrument
creating a first lien on an estate in fee simple interest in real property
securing a Mortgage Loan.

                  MORTGAGE FILE: The file containing the Related Documents
pertaining to a particular Mortgage Loan and any additional documents required
to be added to the Mortgage File pursuant to the Mortgage Loan Sale and
Contribution Agreement or the Servicing Agreement.

                  MORTGAGE LOAN SALE AND CONTRIBUTION AGREEMENT: The Mortgage
Loan Sale and Contribution Agreement, dated as of the Closing Date, between the
Seller, as seller, and the Purchaser, as purchaser, relating to the sale,
transfer and assignment of the Mortgage Loans.

                  MORTGAGE LOAN SCHEDULE: With respect to any date, the schedule
of Mortgage Loans held by the Issuer on such date. The initial schedule of
Mortgage Loans as of the respective Cut-Off Dates is the schedule set forth in
Exhibit B of the Indenture, which schedule sets forth as to each Mortgage Loan:

                (i)        the loan number and name of the Mortgagor;

               (ii)        the street address, city, state and zip code of the
                           Mortgaged Property;

              (iii)        the original Mortgage Rate;

               (iv)        the maturity date;

                (v)        the original principal balance;

               (vi)        the first payment date;

              (vii)        the type of Mortgaged Property;

             (viii)        the Monthly Payment in effect as of the related
                           Cut-Off Dates;

               (ix)        the Cut-off Date Principal Balance;

                (x)        the Index and the Gross Margin, if applicable;

               (xi)        the Adjustment Date frequency and Payment Date
                           frequency, if applicable;

              (xii)        the occupancy status;

             (xiii)        the purpose of the Mortgage Loan;


                                       17

<PAGE>



              (xiv)        the Appraised Value of the Mortgaged Property;

               (xv)        (A) the original term to maturity and (B) if such
                           Mortgage Loan is a Balloon Loan, the amortization
                           term thereof;

              (xvi)        the paid-through date of the Mortgage Loan;

             (xvii)        whether the Mortgage Loan is a Balloon Mortgage Loan
                           or a Mortgage Loan the terms of which do not provide
                           for a Balloon Payment;

            (xviii)        the Loan-to-Value Ratio or Combined Loan-to-Value
                           Ratio (as applicable);

              (xix)        whether such Mortgage Loan is a Fixed Rate Loan or an
                           ARM Loan;

               (xx)        whether such Mortgage Loan is a Radian PMI Insured
                           Loan, and if so, the related Radian PMI Rate; and

              (xxi)        whether or not the Mortgage Loan was underwritten
                           pursuant to a limited documentation program.

                  The Mortgage Loan Schedule shall also set forth the total of
the amounts described under (ix) above for all of the Mortgage Loans.

                  MORTGAGE LOANS: At any time, collectively, all the mortgage
loans that have been sold to the Depositor under the Mortgage Loan Sale and
Contribution Agreement or substituted for pursuant to Section 2.1 and 3.1 of the
Mortgage Loan Sale and Contribution Agreement and transferred and conveyed to
the Issuer and contributed to the Trust, in each case together with the Related
Documents, and that remain subject to the terms thereof.

                  MORTGAGE NOTE: The note or other evidence of the indebtedness
of a Mortgagor under a Mortgage Loan.

                  MORTGAGE RATE: With respect to any Mortgage Loan, the annual
rate at which interest accrues on such Mortgage Loan.

                  MORTGAGED PROPERTY: The underlying property, including real
property and improvements thereon, securing a Mortgage Loan.

                  MORTGAGOR:  The obligor or obligors under a Mortgage Note.

                  NET LIQUIDATION PROCEEDS: With respect to any Liquidated
Mortgage Loan, Liquidation Proceeds net of Liquidation Expenses.

                  NET MONTHLY EXCESS CASH FLOW: For any Payment Date, the sum of
(a) any Overcollateralization Release Amount and (b) the excess of (x) the
Available Funds for such Payment Date over (y) the sum for such Payment Date of
(A) the aggregate amount of Accrued Bond


                                       18

<PAGE>



Interest for the Bonds, (B) the Unpaid Interest Shortfalls for the Class A Bonds
and (C) the Principal Remittance Amount.

                  NET MORTGAGE RATE: With respect to any Mortgage Loan and any
day, the related Mortgage Rate less the Expense Fee Rate.

                  NINETY DAY ROLLING DELINQUENCY PERCENTAGE: For any Payment
Date, the three month average of the aggregate Stated Principal Balance of the
Mortgage Loans that are 90 or more days delinquent, in foreclosure or converted
to REO Properties as of the close of business on the last day of the preceding
calendar month. For purposes of the foregoing calculations, a mortgage loan is
considered "90 days" delinquent if a payment due on the first day of a month has
not been received by the second day of the third following month.

                  NONRECOVERABLE ADVANCE: Any advance (i) which was previously
made or is proposed to be made by the Master Servicer; and (ii) which, in the
good faith judgment of the Master Servicer, will not or, in the case of a
proposed advance, would not, be ultimately recoverable by the Master Servicer
from Liquidation Proceeds, Insurance Proceeds or future payments on any Mortgage
Loan. The Indenture Trustee may conclusively rely on any determination of
nonrecoverability made by the Master Servicer.

                  NOTIONAL AMOUNT: With respect to the Class A-IO Bonds
immediately prior to any Payment Date, the aggregate Stated Principal Balance of
the ARM Loans (prior to giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period).

                  OFFICER'S CERTIFICATE: With respect to the Master Servicer, a
certificate signed by the President, Managing Director, a Director, a Vice
President or an Assistant Vice President, of the Master Servicer and delivered
to the Indenture Trustee. With respect to the Issuer, a certificate signed by
any Authorized Officer of the Issuer, under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 10.01 of the
Indenture, and delivered to the Indenture Trustee. Unless otherwise specified,
any reference in the Indenture to an Officer's Certificate shall be to an
Officer's Certificate of any Authorized Officer of the Issuer.

                  ONE-MONTH LIBOR: With respect to any Accrual Period, the rate
determined by the Indenture Trustee on the related Interest Determination Date
on the basis of the London interbank offered rate for one-month United States
dollar deposits, as such rates appear on the Telerate Screen Page 3750, as of
11:00 a.m. (London time) on such Interest Determination Date.

         In the event that on any Interest Determination Date, Telerate Screen
3750 fails to indicate the London interbank offered rate for one-month United
States dollar deposits, then One-Month LIBOR for the related Interest Accrual
Period will be established by the Indenture Trustee as follows:

                (i)        If on such Interest Determination Date two or more
                           Reference Banks provide such offered quotations,
                           One-Month LIBOR for the related Accrual Period


                                       19

<PAGE>



                           shall be the arithmetic mean of such offered
                           quotations (rounded upwards if necessary to the
                           nearest whole multiple of 1/16%).

               (ii)        If on such Interest Determination Date fewer than two
                           Reference Banks provide such offered quotations,
                           One-Month LIBOR for the related Accrual Period shall
                           be the higher of (i) One-Month LIBOR as determined on
                           the previous Interest Determination Date and (ii) the
                           Reserve Interest Rate.

         The establishment of One-Month LIBOR on each Interest Determination
Date by the Indenture Trustee and the Indenture Trustee's calculation of the
rate of interest applicable for the related Accrual Period shall (in the absence
of manifest error) be final and binding.

                  OPINION OF COUNSEL: A written opinion of counsel acceptable to
the Indenture Trustee in its reasonable discretion which counsel may be in-house
counsel for the Master Servicer if acceptable to the Indenture Trustee and the
Rating Agencies or counsel for the Depositor, as the case may be.

                  ORIGINAL VALUE: Except in the case of a refinanced Mortgage
Loan, the lesser of the Appraised Value or sales price of Mortgaged Property at
the time a Mortgage Loan is closed, and for a refinanced Mortgage Loan, the
Original Value is the value of such property set forth in an appraisal
acceptable to the Master Servicer.

                  OUTSTANDING: With respect to the Bonds, as of the date of
determination, all Bonds theretofore executed, authenticated and delivered under
this Indenture except:

                         (i) Bonds theretofore canceled by the Bond Registrar or
         delivered to the Indenture Trustee for cancellation; and

                        (ii) Bonds in exchange for or in lieu of which other
         Bonds have been executed, authenticated and delivered pursuant to the
         Indenture unless proof satisfactory to the Indenture Trustee is
         presented that any such Bonds are held by a holder in due course.

                  OUTSTANDING MORTGAGE LOAN: As to any Due Date, a Mortgage Loan
(including an REO Property) which was not the subject of a Principal Prepayment
in Full, Cash Liquidation or REO Disposition and which was not purchased,
deleted or substituted for prior to such Due Date pursuant to the Servicing
Agreement.

                  OVERCOLLATERALIZATION DEFICIENCY AMOUNT: As of any Payment
Date, the excess, if any, of (a) the Overcollateralization Target Amount over
(B) the Overcollateralized Amount (after taking into account the payments to the
Bonds, other than the Class A-IO Bonds, of the Basic Principal Distribution
Amount on such Payment Date).

                  OVERCOLLATERALIZATION RELEASE AMOUNT: With respect to any
Payment Date, the lesser of (x) the Principal Remittance Amount for such Payment
Date and (y) the excess, if any, of (i) the Overcollateralized Amount for such
Payment Date (assuming that 100% of the Principal Remittance


                                       20

<PAGE>



Amount is applied as a principal payment on such Payment Date) over (ii) the
Overcollateralization Target Amount for such Payment Date.

                  OVERCOLLATERALIZATION TARGET AMOUNT: With respect to any
Payment Date (i) prior to the Step-Down Date or on or after the Stepdown Date
for which a Trigger Event is in effect, 0.50% of the aggregate Cut-off Date
Principal Balance and (ii) on or after the Step-Down Date for which a Trigger
Event is not in effect, the greater of (a) 1.00% of the then current aggregate
Stated Principal Balance of the Mortgage Loans as of the end of the related Due
Period and (b) 0.25% of the aggregate Cut-off Date Principal Balance.

                  OVERCOLLATERALIZED AMOUNT: As of any Payment Date, the excess,
if any, of (a) the aggregate principal balances of the Mortgage Loans (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or Advanced, and unscheduled collections of
principal received during the related Prepayment Period and after reduction for
Realized Losses incurred during the related Prepayment Period) exceeds (ii) the
aggregate Bond Principal Balance of the Bonds (other than the Class A-IO Bonds)
as of such Payment Date (after giving effect to distributions to be made on such
Payment Date).

                  OWNER TRUST ESTATE: The corpus of the Issuer created by the
Trust Agreement which consists of items referred to in Section 3.01 of the Trust
Agreement.

                  OWNER TRUSTEE: Wilmington Trust Company and its successors and
assigns or any successor owner trustee appointed pursuant to the terms of the
Trust Agreement.

                  OWNER TRUSTEE FEE: With respect to any Payment Date the
product of (i) the Owner Trustee Fee Rate divided by 12 and (ii) the aggregate
Stated Principal Balance of the Mortgage Loans as of the first day of the
related Due Period.

                  OWNER TRUSTEE FEE RATE: 0.0017% per annum.

                  PAYING AGENT: Any paying agent or co-paying agent appointed
pursuant to Section 3.03 of the Indenture, which initially shall be the
Indenture Trustee.

                  PAYMENT ACCOUNT: The account established by the Indenture
Trustee pursuant to Section 3.01 of the Indenture. The Payment Account shall be
an Eligible Account.

                  PAYMENT DATE: The 25th day of each month, or if such day is
not a Business Day, then the next Business Day.

                  PERCENTAGE INTEREST: With respect to any Bond, the percentage
obtained by dividing the Bond Principal Balance or Notional Amount of such Bond
by the aggregate of the Bond Principal Balances or Notional Amounts of all Bonds
of that Class. With respect to any Certificate, the percentage as stated on the
face thereof.



                                       21

<PAGE>



                  PERIODIC RATE CAP: With respect to any ARM Loan, the maximum
rate, if any, by which the Mortgage Rate on such Mortgage Loan can adjust on any
Adjustment Date, as stated in the related Mortgage Note or Mortgage.

                  PERSON: Any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

                  PLAN: Any employee benefit plan or certain other retirement
plans and arrangements, including individual retirement accounts and annuities,
Keogh plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA and Section 4975 of the Code.

                  POOL BALANCE: With respect to any date of determination, the
aggregate of the Stated Principal Balances of all Mortgage Loans as of such
date.

                  PREPAYMENT INTEREST SHORTFALL: As to any Payment Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of interest accrued during the related
Prepayment Period at the Mortgage Rate (less the Subservicing Fee Rate) on the
Stated Principal Balance of such Mortgage Loan over the sum of the amount of
interest (less interest at the related Expense Fee Rate) paid by the Mortgagor
for such Prepayment Period to the date of such Principal Prepayment in Full and
any Advances made by the Master Servicer pursuant to Section 4.04 of the
Servicing Agreement or (b) a partial Principal Prepayment during the related
Prepayment Period, an amount equal to the interest at the Mortgage Rate (less
the Subservicing Fee Rate) during the related Prepayment Period on the amount of
such partial Principal Prepayment.

                  PREPAYMENT PERIOD: With respect to each Mortgage Loan and any
Payment Date, the prior calendar month.

                  PRIMARY INSURANCE POLICY: Each primary policy of mortgage
guaranty insurance issued by a Qualified Insurer or any replacement policy
therefor, including the Radian Lender-Paid PMI Policies.

                  PRINCIPAL DISTRIBUTION AMOUNT: With respect to any Payment
Date, the Basic Principal Distribution Amount plus the Extra Principal
Distribution Amount.

                  PRINCIPAL PREPAYMENT: Any payment of principal or other
recovery on a Mortgage Loan, including a recovery that takes the form of
Liquidation Proceeds or Insurance Proceeds, which is received in advance of its
scheduled Due Date and is not accompanied by an amount as to interest
representing scheduled interest on such payment due on any date or dates in any
month or months subsequent to the month of prepayment.

                  PRINCIPAL PREPAYMENT IN FULL: Any Principal Prepayment made by
a Mortgagor of the entire principal balance of a Mortgage Loan.



                                       22

<PAGE>




                  PRINCIPAL REMITTANCE AMOUNT: With respect to any Payment Date,
the sum of the following:

                  (i) the principal portion of each previously undistributed
         Monthly Payment due after the Cut-Off Date received on or prior to the
         related Determination Date or advanced prior to such Payment Date
         (other than Monthly Payments due after the related Due Period, which
         shall be treated as if received during the Due Period they were due) on
         each Outstanding Mortgage Loan;

                  (ii) the principal portion of all proceeds of any Mortgage
         Loan repurchased during the related Prepayment Period (or deemed to
         have been so repurchased in accordance with the Servicing Agreement)
         pursuant to the Servicing Agreement and the amount of any shortfall
         deposited in the Collection Account in connection with the substitution
         of a Deleted Mortgage Loan pursuant to the Mortgage Loan Sale and
         Contribution Agreement during the related Collection Period; and

                  (iii) the principal portion of all other unscheduled
         collections received during the related Prepayment Period (including,
         without limitation, Principal Prepayments, Insurance Proceeds,
         Liquidation Proceeds and REO Proceeds) to the extent applied by the
         Master Servicer as recoveries of principal of the related Mortgage Loan
         pursuant to the Servicing Agreement.

                  PROCEEDING: Any suit in equity, action at law or other
judicial or administrative proceeding.

                  PROSPECTUS: The Prospectus Supplement, dated May 23, 2001,
together with the attached Prospectus, dated May 23, 2001.

                  PURCHASE PRICE: The meaning specified in Section 2.2(a) of the
Mortgage Loan Sale and Contribution Agreement.

                  PURCHASER: IMH Assets Corp., a California corporation, and its
successors and assigns.

                  QUALIFIED INSURER: A mortgage guaranty insurance company duly
qualified as such under the laws of the state of its principal place of business
and each state having jurisdiction over such insurer in connection with the
insurance policy issued by such insurer, duly authorized and licensed in such
states to transact a mortgage guaranty insurance business in such states and to
write the insurance provided by the insurance policy issued by it, approved as
an insurer by the Master Servicer and as a Fannie Mae-approved mortgage insurer.

                  RADIAN: Radian Guaranty, Inc. (f/k/a Commonwealth Mortgage
Assurance Company), or its successors or assigns.



                                       23

<PAGE>



                  RADIAN LENDER-PAID PMI POLICY: A Primary Insurance Policy
issued by Radian, in accordance with a May 1, 2000 letter between the Seller and
Radian.

                  RADIAN PMI INSURED LOANS: The Mortgage Loans included in the
Trust Fund covered by a Radian Lender-Paid PMI Policy, as indicated on the
Mortgage Loan Schedule.

                  RADIAN PMI POLICY FEE: With respect to each Radian PMI Insured
Loan and any Payment Date, the product of (i) the Radian PMI Rate divided by 12
and (ii) the Stated Principal Balance of such Mortgage Loan as of the first day
of the related Due Period.

                  RADIAN PMI RATE: With respect to any Mortgage Loan covered by
the Radian Lender- Paid PMI Policy, the rate per annum at which the premium with
respect to such policy accrues.

                  RATING AGENCY: Any nationally recognized statistical rating
organization, or its successor, that rated the Bonds at the request of the
Depositor at the time of the initial issuance of the Bonds. Initially, Standard
& Poor's, Fitch or Moody's. If such organization or a successor is no longer in
existence, "Rating Agency" shall be such nationally recognized statistical
rating organization, or other comparable Person. References herein to the
highest short term unsecured rating category of a Rating Agency shall mean A-1
or better in the case of Standard & Poor's, F-1 or better in the case of Fitch
and P-1 or better in the case of Moody's and in the case of any other Rating
Agency shall mean such equivalent ratings. References herein to the highest
long-term rating category of a Rating Agency shall mean "AAA" in the case of
Standard & Poor's and Fitch and "Aaa" in the case of Moody's and in the case of
any other Rating Agency, such equivalent rating.

                  REALIZED LOSS: With respect to each Mortgage Loan (or REO
Property) as to which a Cash Liquidation or REO Disposition has occurred, an
amount (not less than zero) equal to (i) the Stated Principal Balance of the
Mortgage Loan (or REO Property) as of the date of Cash Liquidation or REO
Disposition, plus (ii) interest (and REO Imputed Interest, if any) at the Net
Mortgage Rate from the Due Date as to which interest was last paid or advanced
to Bondholders up to the last day of the month in which the Cash Liquidation (or
REO Disposition) occurred on the Stated Principal Balance of such Mortgage Loan
(or REO Property) outstanding during each Due Period that such interest was not
paid or advanced, minus (iii) the proceeds, if any, received during the month in
which such Cash Liquidation (or REO Disposition) occurred, to the extent applied
as recoveries of interest at the Net Mortgage Rate and to principal of the
Mortgage Loan, net of the portion thereof reimbursable to the Master Servicer or
any Subservicer with respect to related Advances or expenses as to which the
Master Servicer or any Subservicer is entitled to reimbursement thereunder but
which have not been previously reimbursed. With respect to each Mortgage Loan
which has become the subject of a Deficient Valuation, the difference between
the principal balance of the Mortgage Loan outstanding immediately prior to such
Deficient Valuation and the principal balance of the Mortgage Loan as reduced by
the Deficient Valuation. With respect to each Mortgage Loan which has become the
object of a Debt Service Reduction, the amount of such Debt Service Reduction.

                  RECORD DATE: With respect to the Bonds, other than the Class
A-IO Bonds, and any Payment Date, the close of business on the Business Day
immediately preceding such Payment Date. With respect to the Class A-IO Bonds
and any Payment Date, the close of business on the last Business Day of the
calendar month preceding such Payment Date.


                                       24

<PAGE>



                  REFERENCE BANKS: Any leading banks selected by the Indenture
Trustee after consultation with the Master Servicer and engaged in transactions
in Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) whose quotations appear on the
Telerate Screen Page 3750 on the Interest Determination Date in question, (iii)
which have been designated as such by the Indenture Trustee after consultation
with the Master Servicer, and (iv) which are not Affiliates of the Depositor.

                  REGISTERED HOLDER: The Person in whose name a Bond is
registered in the Bond Register on the applicable Record Date.

                  RELATED DOCUMENTS: With respect to each Mortgage Loan, the
documents specified in Section 2.1(b) of the Mortgage Loan Sale and Contribution
Agreement and any documents required to be added to such documents pursuant to
the Mortgage Loan Sale and Contribution Agreement, the Trust Agreement,
Indenture or the Servicing Agreement.

                  RELIEF ACT: The Soldiers' and Sailors' Civil Relief Act of
1940, as amended.

                  RELIEF ACT SHORTFALL: As to any Payment Date and any Mortgage
Loan (other than a Mortgage Loan relating to an REO Property), any shortfalls
relating to the Relief Act or similar legislation or regulations.

                  REMITTANCE REPORT: The report prepared by the Master Servicer
pursuant to Section 4.01 of the Servicing Agreement.

                  REO ACQUISITION: The acquisition by the Master Servicer on
behalf of the Indenture Trustee for the benefit of the Bondholders of any REO
Property pursuant to Section 3.13 of the Servicing Agreement.

                  REO DISPOSITION: As to any REO Property, a determination by
the Master Servicer that it has received substantially all Insurance Proceeds,
Liquidation Proceeds, REO Proceeds and other payments and recoveries (including
proceeds of a final sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO Property.

                  REO IMPUTED INTEREST: As to any REO Property, for any period,
an amount equivalent to interest (at the Net Mortgage Rate that would have been
applicable to the related Mortgage Loan had it been Outstanding) on the unpaid
principal balance of the Mortgage Loan as of the date of acquisition thereof for
such period as such balance is reduced pursuant to Section 3.13 of the Servicing
Agreement by any income from the REO Property treated as a recovery of
principal.

                  REO PROCEEDS: Proceeds, net of expenses, received in respect
of any REO Property (including, without limitation, proceeds from the rental of
the related Mortgaged Property) which proceeds are required to be deposited into
the Collection Account only upon the related REO Disposition.

                  REO PROPERTY: A Mortgaged Property that is acquired by the
Issuer by foreclosure or by deed in lieu of foreclosure.


                                       25

<PAGE>



                  REPURCHASE EVENT: With respect to any Mortgage Loan, either
(i) a discovery that, as of the Closing Date, the related Mortgage was not a
valid first lien on the related Mortgaged Property, subject to no other liens
except (A) the lien of real property taxes and assessments not yet due and
payable, (B) covenants, conditions, and restrictions, rights of way, easements
and other matters of public record as of the date of recording of such Mortgage
and such other permissible title exceptions as are permitted and (C) other
matters to which like properties are commonly subject which do not materially
adversely affect the value, use, enjoyment or marketability of the related
Mortgaged Property or (ii) with respect to any Mortgage Loan as to which the
Seller delivers an affidavit certifying that the original Mortgage Note has been
lost or destroyed, a subsequent default on such Mortgage Loan if the enforcement
thereof or of the related Mortgage is materially and adversely affected by the
absence of such original Mortgage Note.

                  REPURCHASE PRICE: With respect to any Mortgage Loan required
to be repurchased on any date pursuant to the Mortgage Loan Sale and
Contribution Agreement or purchased by the Master Servicer pursuant to the
Servicing Agreement, an amount equal to the sum, without duplication, of (i)
100% of the Stated Principal Balance thereof (without reduction for any amounts
charged off) and (ii) unpaid accrued interest at the Mortgage Rate on the
outstanding principal balance thereof from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month of
purchase plus (iii) the amount of unreimbursed Advances or unreimbursed
Servicing Advances made with respect to such Mortgage Loan plus (iv) any other
amounts owed to the Master Servicer or any Subservicer pursuant to Section 3.07
of the Servicing Agreement and not included in clause (iii) of this definition.

                  RESERVE INTEREST RATE: With respect to any Interest
Determination Date, the rate per annum that the Indenture Trustee determines to
be either (i) the arithmetic mean (rounded upwards if necessary to the nearest
whole multiple of 1/16%) of the one-month United States dollar lending rates
which New York City banks selected by the Indenture Trustee are quoting on the
relevant Interest Determination Date to the principal London offices of leading
banks in the London interbank market or (ii) in the event that the Indenture
Trustee can determine no such arithmetic mean, the lowest one-month United
States dollar lending rate which New York City banks selected by the Indenture
Trustee are quoting on such Interest Determination Date to leading European
banks.

                  RESPONSIBLE OFFICER: With respect to the Indenture Trustee,
any officer of the Indenture Trustee with direct responsibility for the
administration of the Indenture and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

                  SECURITIES ACT: The Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

                  SECURITIES INTERMEDIARY: Bankers Trust Company of California,
N.A., or its successors and assigns.

                  SECURITY:  Any of the Certificates or Bonds.

                  SECURITYHOLDER or HOLDER: Any Bondholder or a
Certificateholder.


                                       26

<PAGE>



                  SECURITY INSTRUMENT: A written instrument creating a valid
first lien on a Mortgaged Property securing a Mortgage Note, which may be any
applicable form of mortgage, deed of trust, deed to secure debt or security
deed, including any riders or addenda thereto.

                  SELLER: Impac Mortgage Holdings, Inc., a Maryland corporation,
and its successors and assigns.

                  SERVICING ACCOUNT: The separate trust account created and
maintained by the Master Servicer or each Subservicer with respect to the
Mortgage Loans or REO Property, which shall be an Eligible Account, for
collection of taxes, assessments, insurance premiums and comparable items as
described in Section 3.08 of the Servicing Agreement.

                  SERVICING ADVANCES: All customary, reasonable and necessary
"out of pocket" costs and expenses incurred in connection with a default,
delinquency or other unanticipated event in the performance by the Master
Servicer or any Subservicer of its servicing obligations, including, without
duplication, but not limited to, the cost of (i) the preservation, restoration
and protection of a Mortgaged Property, (ii) any enforcement or judicial
proceedings, including foreclosures, (iii) the management and liquidation of any
REO Property and (iv) compliance with the obligations under Sections 3.10, 3.11,
3.13 of the Servicing Agreement.

                  SERVICING AGREEMENT: The Servicing Agreement dated as of May
29, 2001, among the Master Servicer, the Issuer and the Indenture Trustee.

                  SERVICING CERTIFICATE: A certificate completed and executed by
a Servicing Officer on behalf of the Master Servicer in accordance with Section
4.01 of the Servicing Agreement.

                  SERVICING DEFAULT: The meaning assigned in Section 6.01 of the
Servicing Agreement.

                  SERVICING FEE: The sum of the Master Servicing Fee and the
Subservicing Fee.

                  SERVICING FEE RATE: The sum of the Master Servicing Fee Rate
and the related Subservicing Fee Rate.

                  SERVICING OFFICER: Any officer of the Master Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans
whose name and specimen signature appear on a list of servicing officers
furnished to the Indenture Trustee by the Master Servicer, as such list may be
amended from time to time.

                  SIXTY DAY ROLLING DELINQUENCY PERCENTAGE: For any Payment
Date, the three month average of the aggregate Stated Principal Balance of the
Mortgage Loans that are 60 or more days delinquent, in foreclosure or converted
to REO Properties as of the close of business on the last day of the preceding
calendar month. For purposes of the foregoing calculations, a mortgage loan is
considered "60 days" delinquent if a payment due on the first day of a month has
not been received by the second day of the second following month.



                                       27

<PAGE>



                  SPECIAL DEPOSIT: As defined in Section 2.04 of the Servicing
Agreement.

                  STANDARD & POOR'S: Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., or its successor in interest.

                  STATED PRINCIPAL BALANCE: With respect to any Mortgage Loan or
related REO Property at any given time, (i) the principal balance of the
Mortgage Loan outstanding as of the Cut- off Date, after application of
principal payments due on or before such date, whether or not received, minus
(ii) the sum of (a) the principal portion of the Monthly Payments due with
respect to such Mortgage Loan or REO Property during each Due Period ending
prior to the most recent Distribution Date which were received or with respect
to which an Advance was made, and (b) all Principal Prepayments with respect to
such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation
Proceeds and REO Proceeds to the extent applied by the Master Servicer as
recoveries of principal in accordance with Section 3.13 of the Servicing
Agreement with respect to such Mortgage Loan or REO Property, which were
distributed pursuant to Section 3.05 of the Indenture on any previous
Distribution Date, and (c) any Realized Loss with respect thereto allocated
pursuant to Section 3.30 of the Indenture for any previous Distribution Date.

                  STEP-DOWN DATE: The later of (i) the Payment Date in June 2004
and (ii) the first Payment Date on which the aggregate Stated Principal Balance
of the Mortgage Loans (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period, and after reduction for Realized Losses incurred during the related
Prepayment Period) is equal to or less than 50% of the Cut-off Date Principal
Balance.

                  STEP-UP DATE: The earlier of (i) the first Payment Date
following the Payment Date on which the Issuer can cause the redemption of the
Bonds pursuant to Section 8.07 of the Indenture and (ii) the Payment Date in
June 2011.

                  SUBSERVICER: Any Person with whom the Master Servicer has
entered into a Subservicing Agreement as a Subservicer and acceptable to the
Indenture Trustee, including the Initial Subservicers.

                  SUBSERVICING ACCOUNT: An Eligible Account established or
maintained by a Subservicer as provided for in Section 3.06(e) of the Servicing
Agreement.

                  SUBSERVICING AGREEMENT: The written contract between the
Master Servicer and any Subservicer relating to servicing and administration of
certain Mortgage Loans as provided in Section 3.02 of the Servicing Agreement.

                  SUBSERVICING FEE: With respect to each Mortgage Loan and any
Payment Date the product of (i) the Subservicing Fee Rate divided by 12 and (ii)
the Stated Principal Balance of such Mortgage Loans as of the first day of the
related Due Period (with respect to an ARM Loan) or Collection Period (with
respect to a Fixed Rate Loan).



                                       28

<PAGE>



                  SUBSERVICING FEE RATE: With respect to each ARM Loan and each
Fixed Rate Loan, 0.375% per annum and 0.500% per annum, respectively.

                  SUBSTITUTION ADJUSTMENT AMOUNT: With respect to any Eligible
Substitute Mortgage Loan, the amount as defined in Section 2.03 of the Servicing
Agreement.

                  TELERATE SCREEN PAGE 3750: The display designated as page 3750
on the Telerate Service (or such other page as may replace page 3750 on that
service for the purpose of displaying London interbank offered rates of major
banks).

                  TREASURY REGULATIONS: Regulations, including proposed or
temporary Regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

                  TRIGGER EVENT: A Trigger Event is in effect with respect to
any Payment Date if:

                  (1) (a) in the case of any Payment Date after the 36th Payment
Date and on and before the 60th Payment Date, the Sixty Day Rolling Delinquency
Percentage exceeds 4.00% of the aggregate Stated Principal Balance of the
Mortgage Loans and (b) in the case of any Payment Date after the 60th Payment
Date, the Sixty Day Rolling Delinquency Percentage exceeds 5.00% of the
aggregate Stated Principal Balance of the Mortgage Loans; or

                  (2) the Ninety Day Rolling Delinquency Percentage exceeds 35%
of the Overcollateralized Amount; and the Cumulative Losses exceed (a) in the
case of any Payment Date after the 36th Payment Date and before the 120th
Payment Date, 25.00% of the Overcollateralized Amount, or (b) in the case of any
Payment Date after the 120th Payment Date, 50.00% of the Overcollateralized
Amount; or

                  (3) (a) in the case of any Payment Date after the 36th Payment
Date and on or before the 48th Payment Date, the Cumulative Losses exceed 0.50%
of the aggregate Cut-Off Date Principal Balance, (b) in the case of any payment
date after the 48th Payment Date and on or before the 60th Payment Date, the
Cumulative Losses exceed 1.00% of the aggregate Cut-Off Date Principal Balance,
(c) in the case of any Payment Date after the 60th Payment Date and on or before
the 72nd Payment Date, the Cumulative Losses exceed 1.50% of the aggregate
Cut-Off Date Principal Balance and (d) in the case of any Payment Date after the
72nd Payment Date, the Cumulative Losses exceed 1.75% of the aggregate Cut-Off
Date Principal Balance.

                  TRUST: The Impac CMB Trust Series 2001-1 to be created
pursuant to the Trust Agreement.

                  TRUST AGREEMENT: The Amended and Restated Trust Agreement
dated as of May 29, 2001, among the Owner Trustee, the Depositor and Bankers
Trust Company of California, N.A., as certificate registrar and certificate
paying agent, relating to the Trust.

                  TRUST ESTATE: The meaning specified in the Granting Clause of
the Indenture.


                                       29

<PAGE>


                  TRUST INDENTURE ACT OR TIA: The Trust Indenture Act of 1939,
as amended from time to time, as in effect on any relevant date.

                  UCC: The Uniform Commercial Code, as amended from time to
time, as in effect in any specified jurisdiction.

                  UNDERWRITERS: Countrywide Securities Corporation and Bear,
Stearns & Co. Inc., or their successors.

                  UNINSURED CAUSE: Any cause of damage to property subject to a
Mortgage that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies.

                  UNPAID INTEREST SHORTFALL: With respect to each Class of Bonds
and each Payment Date, such Bonds' pro rata share, based on the amount of
Accrued Bond Interest otherwise payable on such Bond on such Payment Date of (a)
any Prepayment Interest Shortfalls, to the extent not covered by Compensating
Interest, and (b) any Relief Act Shortfalls, plus interest on the amount of
Unpaid Interest Shortfall on such class of Bonds, at the Bond Interest Rate for
such class for the related Accrual Period.


                                       30