EXHIBIT 4.1


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                         IMPAC CMB TRUST SERIES 2004-10

                                     Issuer

                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY

                                Indenture Trustee

                                    INDENTURE

                          Dated as of November 24, 2004

                        COLLATERALIZED ASSET-BACKED BONDS

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                                             TABLE OF CONTENTS

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Section                                                                                    Page
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<S>                    <C>                                                                  <C>
ARTICLE I

Definitions..................................................................................3
      Section 1.01     Definitions...........................................................3
      Section 1.02     Incorporation by Reference of Trust Indenture Act.....................3
      Section 1.03     Rules of Construction.................................................3

ARTICLE II

Original Issuance of Bonds...................................................................5
      Section 2.01     Form..................................................................5
      Section 2.02     Execution, Authentication and Delivery................................5
      Section 2.03     Acceptance of Mortgage Loans by Indenture Trustee.....................6
      Section 2.04     Acceptance of Derivative Contracts and Special Certificate Cap
                          Contract by Indenture Trustee......................................7
      Section 2.05     Conveyance of the Group 2 Subsequent Mortgage Loans...................7
      Section 2.06     Demand Note; Acceptance of Demand Note by Indenture Trustee..........10

ARTICLE III

Covenants...................................................................................12
      Section 3.01     Collection of Payments with respect to the Mortgage Loans and the
                          Demand Note.......................................................12
      Section 3.02     Maintenance of Office or Agency......................................12
      Section 3.03     Money for Payments To Be Held in Trust; Paying Agent.................12
      Section 3.04     Existence............................................................13
      Section 3.05     Payment of Principal and Interest....................................14
      Section 3.06     Protection of Trust Estate...........................................22
      Section 3.07     Opinions as to Trust Estate..........................................23
      Section 3.08     Performance of Obligations...........................................23
      Section 3.09     Negative Covenants...................................................24
      Section 3.10     Annual Statement as to Compliance....................................24
      Section 3.11     [Reserved]...........................................................25
      Section 3.12     Representations and Warranties Concerning the Mortgage Loans.........25
      Section 3.13     Amendments to Servicing Agreement....................................25
      Section 3.14     Master Servicer as Agent and Bailee of the Indenture Trustee.........25
      Section 3.15     Investment Company Act...............................................25
      Section 3.16     Issuer May Consolidate, etc..........................................25
      Section 3.17     Successor or Transferee..............................................28
      Section 3.18     No Other Business....................................................28
      Section 3.19     No Borrowing.........................................................28
      Section 3.20     Guarantees, Loans, Advances and Other Liabilities....................28
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<S>                    <C>                                                                  <C>
      Section 3.21     Capital Expenditures.................................................28
      Section 3.22     Determination of Bond Interest Rate..................................28
      Section 3.23     Restricted Payments..................................................28
      Section 3.24     Notice of Events of Default..........................................29
      Section 3.25     Further Instruments and Acts.........................................29
      Section 3.26     Statements to Bondholders............................................29
      Section 3.27     Group 2 Interest Coverage Account....................................29
      Section 3.28     [Reserved]...........................................................30
      Section 3.29     Certain Representations Regarding the Trust Estate...................30
      Section 3.30     Payments Under the Bond Insurance Policy.............................32
      Section 3.31     Replacement Bond Insurance Policy....................................32
      Section 3.32     Replacement Derivative Contracts.....................................33
      Section 3.33     [Reserved]...........................................................33
      Section 3.34     Allocation of Realized Losses........................................33
      Section 3.35     The Group 2 Pre-Funding Account......................................34
      Section 3.36     Grant of the Group 2 Subsequent Mortgage Loans.......................35

ARTICLE IV

The Bonds; Satisfaction and Discharge of Indenture..........................................36
      Section 4.01     The Bonds............................................................36
      Section 4.02     Registration of and Limitations on Transfer and Exchange of Bonds;
                          Appointment of Bond Registrar and Certificate Registrar...........36
      Section 4.03     Mutilated, Destroyed, Lost or Stolen Bonds...........................37
      Section 4.04     Persons Deemed Owners................................................38
      Section 4.05     Cancellation.........................................................38
      Section 4.06     Book-Entry Bonds.....................................................38
      Section 4.07     Notices to Depository................................................39
      Section 4.08     Definitive Bonds.....................................................39
      Section 4.09     Tax Treatment........................................................40
      Section 4.10     Satisfaction and Discharge of Indenture..............................40
      Section 4.11     Application of Trust Money...........................................41
      Section 4.12     Subrogation and Cooperation..........................................41
      Section 4.13     Repayment of Monies Held by Paying Agent.............................42
      Section 4.14     Temporary Bonds......................................................42
      Section 4.15     Representation Regarding ERISA.......................................43

ARTICLE V

Default and Remedies........................................................................44
      Section 5.01     Events of Default....................................................44
      Section 5.02     Acceleration of Maturity; Rescission and Annulment...................44
      Section 5.03     Collection of Indebtedness and Suits for Enforcement by Indenture
                         Trustee............................................................45
      Section 5.04     Remedies; Priorities.................................................47
      Section 5.05     Optional Preservation of the Trust Estate............................50
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<S>                    <C>                                                                  <C>
      Section 5.06     Limitation of Suits..................................................50
      Section 5.07     Unconditional Rights of Bondholders To Receive Principal and
                          Interest..........................................................51
      Section 5.08     Restoration of Rights and Remedies...................................51
      Section 5.09     Rights and Remedies Cumulative.......................................51
      Section 5.10     Delay or Omission Not a Waiver.......................................51
      Section 5.11     Control By Bond Insurer..............................................52
      Section 5.12     Waiver of Past Defaults..............................................52
      Section 5.13     Undertaking for Costs................................................53
      Section 5.14     Waiver of Stay or Extension Laws.....................................53
      Section 5.15     Sale of Trust Estate.................................................53
      Section 5.16     Action on Bonds......................................................55
      Section 5.17     Performance and Enforcement of Certain Obligations...................55

ARTICLE VI

The Indenture Trustee.......................................................................57
      Section 6.01     Duties of Indenture Trustee..........................................57
      Section 6.02     Rights of Indenture Trustee..........................................58
      Section 6.03     Individual Rights of Indenture Trustee...............................59
      Section 6.04     Indenture Trustee's Disclaimer.......................................59
      Section 6.05     Notice of Event of Default...........................................59
      Section 6.06     Reports by Indenture Trustee to Holders and Tax Administration.......59
      Section 6.07     Compensation and Indemnity...........................................59
      Section 6.08     Replacement of Indenture Trustee.....................................60
      Section 6.09     Successor Indenture Trustee by Merger................................61
      Section 6.10     Appointment of Co-Indenture Trustee or Separate Indenture Trustee....61
      Section 6.11     Eligibility; Disqualification........................................62
      Section 6.12     Preferential Collection of Claims Against Issuer.....................63
      Section 6.13     Representations and Warranties.......................................63
      Section 6.14     Directions to Indenture Trustee......................................63
      Section 6.15     The Agents...........................................................64
      Section 6.16     Execution of Derivative Contracts....................................64

ARTICLE VII

Bondholders' Lists and Reports..............................................................65
      Section 7.01     Issuer To Furnish Indenture Trustee Names and Addresses of
                       Bondholders..........................................................65
      Section 7.02     Preservation of Information; Communications to Bondholders...........65
      Section 7.03     Reports of Issuer....................................................65
      Section 7.04     Reports by Indenture Trustee.........................................66
      Section 7.05     Statements to Bondholders............................................66

ARTICLE VIII

Accounts, Disbursements and Releases........................................................69
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<S>                    <C>                                                                  <C>
      Section 8.01     Collection of Money..................................................69
      Section 8.02     Trust Accounts.......................................................69
      Section 8.03     Officer's Certificate................................................69
      Section 8.04     Termination Upon Distribution to Bondholders.........................70
      Section 8.05     Release of Trust Estate..............................................70
      Section 8.06     Surrender of Bonds Upon Final Payment................................70
      Section 8.07     Optional Redemption of the Bonds.....................................70

ARTICLE IX

Supplemental Indentures.....................................................................72
      Section 9.01     Supplemental Indentures Without Consent of Bondholders...............72
      Section 9.02     Supplemental Indentures With Consent of Bondholders..................73
      Section 9.03     Execution of Supplemental Indentures.................................75
      Section 9.04     Effect of Supplemental Indenture.....................................75
      Section 9.05     Conformity with Trust Indenture Act..................................75
      Section 9.06     Reference in Bonds to Supplemental Indentures........................75

ARTICLE X

Miscellaneous...............................................................................76
      Section 10.01    Compliance Certificates and Opinions, etc............................76
      Section 10.02    Form of Documents Delivered to Indenture Trustee.....................77
      Section 10.03    Acts of Bondholders..................................................78
      Section 10.04    Notices etc., to Indenture Trustee, Issuer, Bond Insurer, Seller
                          and Rating Agencies...............................................78
      Section 10.05    Notices to Bondholders; Waiver.......................................79
      Section 10.06    Conflict with Trust Indenture Act....................................80
      Section 10.07    Effect of Headings...................................................80
      Section 10.08    Successors and Assigns...............................................80
      Section 10.09    Separability.........................................................80
      Section 10.10    Benefits of Indenture................................................80
      Section 10.11    Legal Holidays.......................................................80
      Section 10.12    GOVERNING LAW........................................................81
      Section 10.13    Counterparts.........................................................81
      Section 10.14    Recording of Indenture...............................................81
      Section 10.15    Issuer Obligation....................................................81
      Section 10.16    No Petition..........................................................81
      Section 10.17    Inspection...........................................................82
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EXHIBITS

      Exhibit A-1   --      Form of Class [_]-A-[_] Bonds
      Exhibit A-2   --      Form of Class [_]-M-[_] Bonds
      Exhibit A-3   --      Form of Class 4-B Bonds
      Exhibit B     --      Mortgage Loan Schedule


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      Exhibit C     --      Form of Initial Certification
      Exhibit D     --      Form of Final Certification
      Exhibit E     --      Derivative Contracts
      Exhibit F     --      Special Certificate Cap Contract
      Exhibit G     --      Form of Bond Insurance Policy
      Exhibit H     --      Form of Group 2 Subsequent Transfer Instrument
      Exhibit I-1   --      Form of Demand Note
      Exhibit I-2   --      Form of Demand Request
      Exhibit J     --      Form of Addition Notice
      Appendix A    --      Definitions


                                        v
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            This Indenture, dated as of November 24, 2004, is entered into
between Impac CMB Trust Series 2004-10, a Delaware statutory trust, as Issuer
(the "Issuer"), and Deutsche Bank National Trust Company, a national banking
association, as Indenture Trustee (the "Indenture Trustee").

                                WITNESSETH THAT:

            Each party hereto agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Issuer's
Collateralized Asset-Backed Bonds, Series 2004-10 (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 and the Bond
Insurer, 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 funds on deposit from time to time in the Group 2
Pre-Funding Account and Group 2 Interest Coverage Account and in all proceeds
thereof; (e) all rights under (i) the Mortgage Loan Purchase Agreement as
assigned to the Issuer, with respect to the Initial Mortgage Loans, and each
Group 2 Subsequent Mortgage Loan Purchase Agreement as assigned to the Issuer,
with respect to the Group 2 Subsequent Mortgage Loans, (ii) the Servicing
Agreement and any Subservicing Agreements, (iii) any title, hazard and primary
insurance policies with respect to the Mortgaged Properties and (iv) the rights
with respect to the Derivative Contracts and the Special Certificate Cap
Contract as assigned to the Issuer; (f) with respect to the Holders of the Class
1-A-1 Bonds, Class 1-A-2 Bonds and Class 2-A Bonds, the Bond Insurance Policy;
and (g) 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, and the Bond Insurer 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. The Indenture Trustee agrees
that it will hold the Bond Insurance Policy in trust and that it will hold any
proceeds of any claim made upon the Bond Insurance Policy solely for the use and


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benefit of the Holders of the Class 1-A-1 Bonds, Class 1-A-2 Bonds and Class 2-A
Bonds in accordance with the terms hereof and the terms of the Bond Insurance
Policy.


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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;

            (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,


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      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, Class M and Class 4-B Bonds, together with
the Indenture Trustee's certificate of authentication, shall be in substantially
the form set forth in Exhibits A-1, A-2 and A-3 to this Indenture, respectively,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture.

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

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

      Section 2.02 Execution, Authentication and Delivery. The Bonds shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Bonds may be manual or
facsimile.

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

      The Indenture Trustee shall upon Issuer Request authenticate and deliver
the Class 1-A-1, Class 1-A-2, Class 2-A, Class 3-A-1, Class 3-A-2, Class 3-M-1,
Class 3-M-2, Class 3-M-3, Class 3-M-4, Class 3-M-5, Class 4-A-1, Class 4-A-2,
Class 4-M-1, Class 4-M-2 and Class 4-B Bonds for original issue in an aggregate
initial principal amount of $2,111,091,000. The Class 1-A-1 Bonds shall be
issued in an aggregate initial principal amount of $844,039,000, the Class 1-A-2
Bonds shall be issued in an aggregate initial principal amount of $173,489,000
the Class 2-A Bonds shall be issued in an aggregate initial principal amount of
$681,725,000, the Class 3-A-1 Bonds shall be issued in an aggregate initial
principal amount of $187,179,000, the Class 3-A-2 Bonds shall be issued in an
aggregate initial principal amount of $20,798,000, the Class 3-M-1 Bonds shall
be issued in an aggregate initial principal amount of $13,163,000, the Class
3-M-2 Bonds shall be issued in an aggregate initial principal amount of
$10,029,000, the Class 3-M-3 Bonds shall be issued in an aggregate initial
principal amount of $6,895,000, the Class 3-M-4 Bonds shall be issued in an
aggregate initial principal amount of $6,268,000, the Class 3-M-5 Bonds shall be
issued in an aggregate initial principal amount of $6,393,000, the Class 4-A-1
Bonds shall be issued in an aggregate initial principal amount of $85,707,000,
the Class 4-A-2 Bonds shall be issued in an aggregate initial principal amount
of $19,779,000, the Class 4-M-1 Bonds shall be issued in an aggregate initial
principal amount of $10,301,000, the Class 4-M-2 Bonds shall be issued in an
aggregate initial principal amount of $15,658,000 and the Class 4-B Bonds shall
be issued in an aggregate initial principal amount of $29,668,000.

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


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      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.

      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 Purchase Agreement
and Group 2 Subsequent Mortgage Loan Purchase 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 and the Bond Insurer. No later than 45 days after the Closing Date,
with respect to the Initial Mortgage Loans, or the applicable Subsequent
Transfer Date, with respect to the Group 2 Subsequent Mortgage Loans (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 and the Bond
Insurer, to review each Mortgage File delivered to it and to execute and
deliver, or cause to be executed and delivered, to the Seller, the Bond Insurer
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 (i) the Mortgage
Loan Purchase Agreement, with respect to the Initial Mortgage Loans, and (ii)
the Group 2 Subsequent Mortgage Loan Purchase Agreement, with respect to the
Group 2 Subsequent Mortgage Loans, have been executed and received and whether
those documents relate, determined on the basis of the Mortgagor name, original
principal balance and loan number, to the Mortgage Loans it has received, as
identified in Exhibit B to this Indenture, as supplemented (provided, however,
that with respect to those documents described in subclause (b)(vii) of such
section, the Indenture Trustee's obligations shall extend only to documents
actually delivered pursuant to such subclause). In performing any such review,
the Indenture Trustee may conclusively rely on the purported due execution and
genuineness of any such document and on the purported genuineness of any
signature thereon. If the Indenture Trustee finds any document constituting part
of the Mortgage File not to have been executed or received, or to be unrelated
to the Mortgage Loans identified in Exhibit B to this Indenture or to appear to
be defective on its face, the Indenture Trustee shall promptly notify the Seller
and the Bond Insurer of such finding and the Seller's obligation to cure such
defect or repurchase or substitute for the related Mortgage Loan. To the extent
the Indenture Trustee has not received a Mortgage File with respect to any of
the Initial Mortgage Loans by the Closing Date, or any of the related Group 2
Subsequent Mortgage Loans by the applicable Subsequent Transfer Date, the
Indenture Trustee shall not require the deposit of cash into the Payment Account
or any other account to cover the amount of that Mortgage Loan and shall solely
treat such Mortgage Loan as if it were in breach of a representation or
warranty; provided that the aggregate Stated Principal Balance of such Mortgage
Loans does not exceed 1% of the Cut-off Date Balance and the Group 2 Original
Pre-Funded Amount.


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      (b) No later than 180 days after the Closing Date (with respect to the
Initial Mortgage Loans) or the applicable Subsequent Transfer Date (with respect
to the related Group 2 Subsequent Mortgage Loans), the Indenture Trustee will
review, for the benefit of the Bondholders and the Bond Insurer, the Mortgage
Files and will execute and deliver or cause to be executed and delivered to the
Seller and the Bond Insurer, 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 (i) the Mortgage Loan Purchase Agreement, with respect to the
Initial Mortgage Loans, and (ii) any Group 2 Subsequent Mortgage Loan Purchase
Agreement, with respect to the related Group 2 Subsequent Mortgage Loans
required to be recorded has been returned from the recording office with
evidence of recording thereon or a certified copy has been obtained from the
recording office. If the Indenture Trustee finds any document constituting part
of the Mortgage File has not been received, or to be unrelated, determined on
the basis of the Mortgagor name, original principal balance and loan number, to
the Mortgage Loans identified in Exhibit B to this Indenture or to appear
defective on its face, the Indenture Trustee shall promptly notify the Seller
and the Bond Insurer.

      (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 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, the Bond
Insurer and the Rating Agencies of such amendment.

      Section 2.04 Acceptance of Derivative Contracts and Special Certificate
Cap Contract by Indenture Trustee. The Indenture Trustee acknowledges receipt of
the Derivative Contracts and the Special Certificate Cap Contract and declares
that it holds and will continue to hold these 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 and the Bond Insurer. The Indenture Trustee shall enforce
the Derivative Contracts and the Special Certificate Cap Contract in accordance
with their terms.

      Section 2.05 Conveyance of the Group 2 Subsequent Mortgage Loans. (a)
Subject to the conditions set forth in paragraph (b) below and in consideration
of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates,
to or upon the written order of the Depositor, of all or a portion of the
balance of funds in the Group 2 Pre-Funding Account, the Depositor shall, on the
Subsequent Transfer Date, sell, transfer, assign, set over and convey without
recourse to the Trust Estate, but subject to the other terms and provisions of
this Agreement, all of the right, title and interest of the Depositor in and to
(i) the related Group 2 Subsequent Mortgage Loans identified on the Mortgage
Loan Schedule attached to the related Group 2 Subsequent Transfer Instrument
delivered by the Depositor on the Subsequent Transfer Date, (ii) all interest
accruing thereon on and after the Subsequent Cut-off Date (with respect to the
Group 2 Subsequent Mortgage Loans) and all collections in respect of interest
and principal


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due after the Subsequent Cut-off Date and (iii) all items with respect to such
Group 2 Subsequent Mortgage Loans to be delivered pursuant to Section 2.03 and
the other items in the related Mortgage Files; provided, however, that the
Depositor reserves and retains all right, title and interest in and to principal
received and interest accruing on the Group 2 Subsequent Mortgage Loans prior to
the related Subsequent Cut-off Date. The transfer to the Indenture Trustee for
deposit in the Trust Estate by the Depositor of the Group 2 Subsequent Mortgage
Loans identified on the Mortgage Loan Schedule shall be absolute and is intended
by the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders
to constitute and to be treated as a sale of the Group 2 Subsequent Mortgage
Loans by the Depositor to the Trust Estate. The related Mortgage File for each
Group 2 Subsequent Mortgage Loan shall be delivered to the Custodian at least
three (3) Business Days prior to the related Subsequent Transfer Date.

      The purchase price paid by the Indenture Trustee from amounts released
from the Group 2 Pre-Funding Account shall be one-hundred percent (100%) of the
aggregate Stated Principal Balance of the Group 2 Subsequent Mortgage Loans so
transferred (as identified on the Mortgage Loan Schedule provided by the
Depositor).

      (b) The Depositor shall transfer to the Indenture Trustee for deposit in
the Trust Estate the applicable Group 2 Subsequent Mortgage Loans and the other
property and rights related thereto as described in paragraph (a) above, and the
Indenture Trustee shall release such applicable funds from the Group 2
Pre-Funding Account, only upon the satisfaction of each of the following
conditions on or prior to the Subsequent Transfer Date:

                  (i) the Depositor shall have provided the Indenture Trustee,
      the Bond Insurer and the Rating Agencies with a timely Addition Notice and
      shall have provided any information reasonably requested by the Indenture
      Trustee with respect to the Group 2 Subsequent Mortgage Loans;

                  (ii) the Depositor shall have delivered to the Indenture
      Trustee a duly executed Group 2 Subsequent Transfer Instrument (which the
      Indenture Trustee is hereby authorized to execute), which shall include a
      Mortgage Loan Schedule listing the Group 2 Subsequent Mortgage Loans, and
      the Master Servicer, in its capacity as Originator, shall have delivered a
      computer file containing such Mortgage Loan Schedule to the Indenture
      Trustee at least three (3) Business Days prior to the related Group 2
      Subsequent Transfer Date;

                  (iii) as of each Group 2 Subsequent Transfer Date, as
      evidenced by delivery of the related Group 2 Subsequent Transfer
      Instrument, substantially in the form of Exhibit H, the Depositor shall
      not be insolvent nor shall it have been rendered insolvent by such
      transfer nor shall it be aware of any pending insolvency;

                  (iv) such sale and transfer shall not result in a material
      adverse tax consequence to the Trust Estate or to the Bondholders;

                  (v) the Funding Period shall not have terminated;


                                       8
<PAGE>

                  (vi) the Depositor shall not have selected the applicable
      Group 2 Subsequent Mortgage Loans in a manner that it believed to be
      adverse to the interests of the Bondholders or the Bond Insurer;

                  (vii) the Depositor shall have delivered to the Indenture
      Trustee the related Group 2 Subsequent Transfer Instrument confirming the
      satisfaction of the conditions specified in this Section 2.05 and,
      pursuant to such Group 2 Subsequent Transfer Instrument, assigned to the
      Indenture Trustee without recourse for the benefit of the Bondholders all
      the right, title and interest of the Depositor, in, to and under the
      applicable Group 2 Subsequent Mortgage Loan Purchase Agreement, to the
      extent of the related Group 2 Subsequent Mortgage Loans; and

                  (viii) the Depositor shall have delivered to the Indenture
      Trustee an Opinion of Counsel addressed to the Indenture Trustee , the
      Bond Insurer and the Rating Agencies with respect to the transfer of the
      applicable Group 2 Subsequent Mortgage Loans substantially in the form of
      the Opinion of Counsel delivered to the Indenture Trustee on the Closing
      Date regarding the validity of the conveyance and the true sale of such
      Group 2 Subsequent Mortgage Loans.

      (c) The obligation of the Trust Estate to purchase a Group 2 Subsequent
Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of
the conditions set forth in the immediately following paragraph and the accuracy
of the following representations and warranties with respect to each such Group
2 Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off
Date: (i) such Mortgage Loan may not be 30 or more days delinquent as of the
last day of the month preceding the Subsequent Cut-off Date; (ii) the original
term to stated maturity of such Mortgage Loan will be 360 months; (iii) each
Group 2 Subsequent Mortgage Loan must be an adjustable-rate mortgage loan with a
first lien on the related mortgaged property; (iv) no Group 2 Subsequent
Mortgage Loan will have a first payment date occurring after August 1, 2005; (v)
the latest maturity date of any Group 2 Subsequent Mortgage Loan will be no
later than January 1, 2035; (vi) none of the Group 2 Subsequent Mortgage Loans
will be a buydown loan; (vii) such Mortgage Loan will have a credit score of not
less than 508; (viii) such Mortgage Loan will have a Mortgage Rate as of the
applicable Subsequent Cut-off Date ranging from approximately 2.75% per annum to
approximately 14.125% per annum; (ix) none of the Group 2 Subsequent Mortgage
loans will be a New York State "high cost" loan; and (x) such Group 2 Subsequent
Mortgage Loan shall have been underwritten in accordance with the criteria set
forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus
Supplement.

      (d) In addition, following the purchase of any Group 2 Subsequent Mortgage
Loan by the Trust, the applicable Group 2 Subsequent Mortgage Loans will as of
the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate
ranging from 5.650% to 6.500% per annum; (ii) consist of Mortgage Loans with
prepayment charges representing no less than approximately 45% of the Pool
Balance; (iii) have a weighted average credit score ranging from 680 to 715;
(iv) have no more than 68% of such Mortgage Loans concentrated in the state of
California; (v) have no less than 60% of the mortgaged properties securing Group
2 Loans be owner occupied; (vi) have no less than 60% of the mortgaged
properties securing Group 2 Loans be single family detached and de minimis
planned unit developments; (vii) have no more than


                                       9
<PAGE>

50% of the Group 2 Loans be cash-out refinance; (viii) not have any of such
group of Group 2 Subsequent Mortgage Loans with a loan-to-value ratio greater
than 80% not be covered by a Primary Insurance Policy or the Radian Lender-Paid
PMI Policy; (ix) have no more than 80% of the Group 2 Loans be Mortgage Loans
with an interest only period; and (x) together with the Group 2 Loans already
included in the trust, have no more than 1.75% of such Mortgage Loans (by
aggregate Stated Principal Balance as of the Subsequent Cut-off Date) secured by
mortgaged properties located in any one zip code.

      Notwithstanding the foregoing, any Group 2 Subsequent Mortgage Loan may be
rejected by any Rating Agency if the inclusion of any such Group 2 Subsequent
Mortgage Loan would adversely affect the ratings of the Bonds without, in the
case of the Class A-2 Bonds, taking the Policy into account. Also, the Bond
Insurer must approve the Group 2 Subsequent Mortgage Loans, which consent shall
not be unreasonably withheld. In addition, minor variances from the
characteristics stated above will be permitted with the consent of the Rating
Agencies so long as there are compensating factors, and the consent of the
Rating Agencies to any group of Group 2 Subsequent Mortgage Loans shall mean
that the representations and warranties set forth in subsections (c) and (d)
above are accurate; provided, however, that the information furnished to the
Rating Agencies in respect of such Group 2 Subsequent Mortgage Loans is true and
correct in all material respects. At least one (1) Business Day prior to the
applicable Group 2 Subsequent Transfer Date, each Rating Agency shall notify the
Indenture Trustee as to which Group 2 Subsequent Mortgage Loans, if any, shall
not be included in the transfer on such Group 2 Subsequent Transfer Date;
provided, however, that the Master Servicer, in its capacity as Originator,
shall have delivered to each Rating Agency at least three (3) Business Days
prior to such Group 2 Subsequent Transfer Date a computer file acceptable to
each Rating Agency describing the characteristics specified in subsections (c)
and (d) above.

      Section 2.06 Demand Note; Acceptance of Demand Note by Indenture Trustee.
(a) On the Closing Date, the Seller shall issue a Demand Note to the Indenture
Trustee in the form attached hereto as Exhibit I-1. On the Payment Date in
December 2005, a demand for payment in an amount equal to the Demand Note Amount
shall be made by the Indenture Trustee or its assignee pursuant to a Demand
Request substantially in the form attached hereto as Exhibit I-2. The Demand
Note will terminate and cease to be of further force or effect on the first
Payment Date upon which the Overcollateralization Deficit is reduced to zero.
Interest shall accrue on the Demand Note Amount due under the Demand Note from
the date of demand until the date payment is made (payable on demand and
computed on the basis of a 360-day year for the actual number of days elapsed)
at the rate for overnight funds as published in N.Y. Federal Reserve Statistical
Release H.15 (519).

      (b) If the indebtedness represented by the Demand Note, or any part
thereof, is collected at law or in equity or in bankruptcy, receivership or
other court proceedings, or the Demand Note is placed in the hands of attorneys
for collection, the Seller agrees to pay, in addition to the principal and
interest (if any) due under the Demand Note, reasonable attorneys' and
collection fees.

      (c) The Seller and all sureties, endorsers and guarantors of the Demand
Note waive demand, presentment for payment, notice of nonpayment, protest,
notice of dishonor and protest, notice of intention to accelerate, notice of
acceleration and all other notices, filing of suit and


                                       10
<PAGE>

such security or release of any party primarily or secondarily liable hereon and
further agree that it will not be necessary for any holder of the Demand Note,
in order to enforce payment of the Demand Note by it, to first institute suit or
exhaust its remedies against the Seller or others liable hereunder, and consent
to any extension or postponement of time of payment of the Demand Note or any
other indulgence with respect hereto, without notice thereof to any of them.

      (d) The Seller hereby irrevocably submits to the jurisdiction of the
United States District Court for the District of New York and any court in the
State of New York located in the City of New York and County of New York, and
any appellate court from any thereof, in any action, suit or proceeding brought
against it in connection with the Demand Note or for the recognition or
enforcement of any judgment, and the undersigned hereby irrevocably and
unconditionally agrees that all claims in respect of any such action or
proceeding may be heard or determined in such New York state court or, to the
extent permitted by law, in such federal court. The Seller agrees that a final
judgment in any such action, suit or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. To the extent permitted by applicable law, the undersigned
hereby waives and agrees not to assert by way of motion, as a defense or
otherwise in any such suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of such courts, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit,
action or proceeding is improper or that the Demand Note may not be litigated in
or by such courts.

      To the extent permitted by applicable law, the Seller agrees that it shall
not seek and hereby waives the right to seek any review of the judgment of any
such court by any court of any other nation or jurisdiction which may be called
upon to grant an enforcement of such judgment.

      The Seller hereby irrevocably agrees that the summons and complaint or any
other process in connection with the Demand Note may be served by mailing to the
address set forth in Section 10.04 or by hand delivery to a person of suitable
age and discretion at the address set forth in Section 10.04. Such service will
be complete on the date such process is so mailed or delivered, and the Seller
will have thirty days from such completion of service in which to respond in the
manner provided by law. The Seller may also be served in any other manner
permitted by law, in which event the Seller's time to respond shall be the time
provided by law.

      The Seller hereby waives, to the fullest extent permitted by law, any
right to a trial by jury in respect of any litigation arising directly or out
of, under or in connection with the Demand Note. The Seller hereto (a) certifies
that no representative agent or attorney or any party hereto has represented,
expressly or otherwise, that it would not, in the event of litigation, seek to
enforce the foregoing waiver and (b) acknowledges that it has been advised by
the Purchaser or its assignee that the Purchaser or its assignee has been
induced to accept this demand note by, among other things, this waiver.

      (e) The Indenture Trustee acknowledges receipt of the Demand Note and
declares that it holds and will continue to hold the Demand Note and any
amendments, replacements or supplements thereto as Indenture Trustee in trust
for the use and benefit of all present and future Holders of the Bonds and the
Bond Insurer.


                                       11
<PAGE>

                                   ARTICLE III

                                    Covenants

      Section 3.01 Collection of Payments with respect to the Mortgage Loans and
the Demand Note. 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 (i) from
the Master Servicer, each remittance received by the Indenture Trustee with
respect to the Mortgage Loans and (ii) from the Seller, any payments made under
the Demand Note. The Indenture Trustee shall make all payments of principal of
and interest on the Bonds, subject to Section 3.03 as provided in Section 3.05
herein from monies on deposit in the Payment Account.

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

      Section 3.03 Money for Payments To Be Held in Trust; Paying Agent. (a) As
provided in Section 3.01, all payments of amounts due and payable with respect
to any Bonds that are to be made from amounts withdrawn from the Payment Account
pursuant to Section 3.01 shall be made on behalf of the Issuer by the Indenture
Trustee or by the Paying Agent, and no amounts so withdrawn from the Payment
Account for payments of Bonds shall be paid over to the Issuer except as
provided in this Section 3.03. The Issuer hereby appoints the Indenture Trustee
as its Paying Agent.

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

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

            (ii) give the Indenture Trustee and the Bond Insurer 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;


                                       12
<PAGE>

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

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

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

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

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

      Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Bond (other than amounts paid under the Bond
Insurance Policy) 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, with the
written consent of the Bond Insurer, so long as no Bond Insurer Default exists,
may also adopt and employ, at the expense and direction of the Issuer, any other
reasonable means of notification of such repayment (including, but not limited
to, mailing notice of such repayment to Holders whose Bonds have been called but
have not been surrendered for redemption or whose right to or interest in monies
due and payable but not claimed is determinable from the records of the
Indenture Trustee or of any Paying Agent, at the last address of record for each
such Holder).

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


                                       13
<PAGE>

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 below, to the
extent provided therein, the Available Funds and any Insured Amount for such
Payment Date; provided, however, that any amounts representing payments from the
Bond Insurer shall only be used to pay interest and principal to the Class 1-A-1
and Class 1-A-2 Bondholders pursuant to clauses (b) and (c) below, and to the
Class 2-A Bondholders pursuant to clauses (e) and (f) below.

      (b) On each Payment Date, the Group 1 Available Funds and the related
Insured Amount, if any, for such Payment Date shall be distributed in the
following order of priority, in each case to the extent of the Group 1 Available
Funds and the related Insured Amount remaining for such Payment Date:

            first, concurrently, to the Holders of the Class 1-A-1 Bonds and
      Class 1-A-2 Bonds, the related Accrued Bond Interest for such Class for
      such Payment Date; and

            second, to the Holders of the Class 2-A Bonds, any Accrued Bond
      Interest for such Classes for such Payment Date to the extent not covered
      by Group 2 Available Funds.

      (c) On each Payment Date, the Holders of the Group 1 Bonds shall be
entitled to receive payments in respect of principal equal the related Principal
Distribution Amount for that Payment Date and the related Insured Amount, if
any, for such Payment Date, in reduction of the Bond Principal Balance thereof,
until the Bond Principal Balance thereof has been reduced to zero.

      (d) On each Payment Date, any Net Monthly Excess Cashflow in respect of
the Group 1 Loans shall be paid as follows:

            (i) to the Bond Insurer, the aggregate of all payments, if any, made
      by the Bond Insurer under the Bond Insurance Policy with respect to the
      Class 1-A-1 Bonds and Class 1-A-2 Bonds, including interest thereon, and
      any other amounts due to the Bond Insurer pursuant to the Insurance
      Agreement, to the extent not previously paid or reimbursed;

            (ii) to the Bond Insurer, the aggregate of all payments, if any,
      made by the Bond Insurer under the Bond Insurance Policy with respect to
      the Group 2 Bonds, including interest thereon, and any other amounts due
      to the Bond Insurer pursuant to the Insurance Agreement, to the extent not
      previously paid or reimbursed;


                                       14
<PAGE>

            (iii) to the Holders of the Class 1-A-1 Bonds and Class 1-A-2 Bonds,
      pro rata, in an amount equal to any related Overcollateralization Increase
      Amount, payable to such Holders as part of the related Principal
      Distribution Amount as described under Section 3.05(c) above;

            (iv) sequentially, to the holders of the Class 1-A-1, Class 1-A-2
      and Class 2-A Bonds, in an amount equal to the Allocated Realized Loss
      Amount for such Bonds;

            (v) to the Holders of the Group 2 Bonds, the Group 3 Bonds and the
      Group 4 Bonds, any Cross-Collateralized Loss Payments as provided in
      Section 3.05(r) below, payable to such holders of the Group 2 Bonds, the
      Group 3 Bonds and Group 4 Bonds in the following order and priority:

                  (A)   with respect to payments to the Group 2 Bonds, to the
                        Class 2-A Bonds;

                  (B)   with respect to payments to the Group 3 Bonds,
                        sequentially, to the Class 3-A-1, Class 3-A-2, Class
                        3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4 and Class
                        3-M-5 Bonds; and

                  (C)   with respect to the Group 4 Bonds, sequentially, to the
                        Class 4-A-1, Class 4-A-2, Class 4-M-1, Class 4-M-2 and
                        Class 4-B Bonds;

            (vi) to the Holders of the Class 1-A-1 Bonds and Class 1-A-2 Bonds,
      any Unpaid Interest Shortfall for such Bonds on such Payment Date, to the
      extent not previously reimbursed;

            (vii) sequentially, to the Holders of the Class 1-A-1 Bonds and
      Class 1-A-2 Bonds, any related Basis Risk Shortfall Carry-Forward Amount
      for such Bonds on such Payment Date;

            (viii) concurrently, to (i) sequentially, to the holders of the
      Class 3-A-1, Class 3-A-2, Class 3-M-1, Class 3-M-2, Class 3-M-3, Class
      3-M-4 and Class 3-M-5 Bonds; and (ii) sequentially, to the holders of the
      Class 4-A-1, Class 4-A-2, Class 4-M-1, Class 4-M-2 and Class 4-B Bonds, in
      each case, in respect of the Allocated Realized Loss Amounts;

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

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

      (e) On each Payment Date, the Group 2 Available Funds and the related
Insured Amount, if any, for such Payment Date shall be distributed, in each case
to the extent of the Group 2 Available Funds and the related Insured Amount
remaining for such Payment Date:

            first, to the Holders of the Class 2-A Bonds, any Accrued Bond
      Interest for such Classes for such Payment Date; and


                                       15
<PAGE>

            second, concurrently, to the Holders of the Class 1-A-1 Bonds and
      Class 1-A-2 Bonds, the related Accrued Bond Interest for such Class for
      such Payment Date to the extent not covered by Group 1 Available Funds.

      (f) On each Payment Date, the Holders of the Group 2 Bonds shall be
entitled to receive payments in respect of principal equal the related Principal
Distribution Amount and the related Insured Amount, if any, for that Payment
Date, allocated on a pro rata basis, based on the Bond Principal Balances
thereof, in reduction of the Bond Principal Balances thereof, until the Bond
Principal Balances thereof have been reduced to zero.

      (g) On each Payment Date, any Net Monthly Excess Cashflow in respect of
the Group 2 Loans shall be paid as follows:

            (i) to the Bond Insurer, the aggregate of all payments, if any, made
      by the Bond Insurer under the Bond Insurance Policy with respect to the
      Group 2 Bonds, including interest thereon, and any other amounts due to
      the Bond Insurer pursuant to the Insurance Agreement, to the extent not
      previously paid or reimbursed;

            (ii) to the Bond Insurer, the aggregate of all payments, if any,
      made by the Bond Insurer under the Bond Insurance Policy with respect to
      the Class 1-A-1 Bonds and Class 1-A-2 Bonds, including interest thereon,
      and any other amounts due to the Bond Insurer pursuant to the Insurance
      Agreement, to the extent not previously paid or reimbursed;

            (iii) to the Holders of the Group 2 Bonds, in an amount equal to any
      related Overcollateralization Increase Amount, payable to such Holders as
      part of the related Principal Distribution Amount as described under
      Section 3.05(g) above;

            (iv) sequentially, to the Holders of the Class 2-A, Class 1-A-1 and
      Class 1-A-2 Bonds, in an amount equal to the Allocated Realized Loss
      Amount for such Bonds;

            (v) to the Holders of the Group 1 Bonds, the Group 3 Bonds and the
      Group 4 Bonds, any Cross-Collateralized Loss Payments as provided in
      Section 3.05(r) below, payable to such holders of the Group 1 Bonds, the
      Group 3 Bonds and the Group 4 Bonds in the following order and priority:

                  (A)   with respect to payments to the Group 1 Bonds,
                        sequentially, to the Class 1-A-1 Bonds and Class 1-A-2
                        Bonds; and

                  (B)   with respect to payments to the Group 3 Bonds,
                        sequentially, to the Class 3-A-1, Class 3-A-2, Class
                        3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4 and Class
                        3-M-5 Bonds; and

                  (C)   with respect to the Group 4 Bonds, sequentially, to the
                        Class 4-A-1, Class 4-A-2, Class 4-M-1, Class 4-M-2 and
                        Class 4-B Bonds;

            (vi) to the Holders of the Class 2-A Bonds, any Unpaid Interest
      Shortfall for such Bonds on such Payment Date, to the extent not
      previously reimbursed;


                                       16
<PAGE>

            (vii) to the Holders of the Class 2-A Bonds, any related Basis Risk
      Shortfall Carry-Forward Amount for such Bonds on such Payment Date;

            (viii) concurrently, to (i) sequentially, to the Holders of the
      Class 3-A-1, Class 3-A-2, Class 3-M-1, Class 3-M-2, Class 3-M-3, Class
      3-M-4 and Class 3-M-5 Bonds; and (ii) sequentially, to the Holders of the
      Class 4-A-1, Class 4-A-2, Class 4-M-1, Class 4-M-2 and Class 4-B Bonds, in
      each case, in respect of the Allocated Realized Loss Amounts;

            (ix) to the Indenture Trustee for amounts owed 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.

      (h) [Reserved].

      (i) On each Payment Date, the Group 3 Available Funds shall be distributed
in the following manner, to the extent of the Group 3 Available Funds remaining
for such Payment Date, sequentially, to the Holders of the Class 3-A-1, Class
3-A-2, Class 3-M-1, Class 3-M-2. Class 3-M-3, Class 3-M-4 and Class 3-M-5 Bonds,
in that order, the related Accrued Bond Interest for such Class for such Payment
Date.

      (j) On each Payment Date, the Holders of the Group 3 Bonds shall be
entitled to receive payments in respect of principal equal the related Principal
Distribution Amount for that Payment Date, allocated on a pro rata basis, based
on the Bond Principal Balances thereof, in reduction of the Bond Principal
Balances thereof, until the Bond Principal Balances thereof have been reduced to
zero.

      (k) On each Payment Date, any Net Monthly Excess Cashflow in respect of
the Group 3 Loans shall be paid as follows:

            (i) to the Holders of the Group 3 Bonds, pro rata, in an amount
      equal to any related Overcollateralization Increase Amount, payable to
      such Holders as part of the Principal Distribution Amount as described
      under Section 3.05(k) above;

            (ii) sequentially, to the Holders of the Class 3-A-1, Class 3-A-2,
      Class 3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4 and Class 3-M-5 Bonds
      in an amount equal to the Allocated Realized Loss Amount for such Bonds;

            (iii) to the Holders of the Group 1 Bonds, Group 2 Bonds and any
      Group 4 Bonds, any Cross-Collateralized Loss Payments as provided in
      Section 3.05(r) below, payable to such holders of the Group 1 Bonds, Group
      2 Bonds and Group 4 Bonds in the following order and priority:

                  (A)   with respect to payments to the Group 1 Bonds,
                        sequentially to the Class 1-A-1 Bonds and Class 1-A-2
                        Bonds;


                                       17
<PAGE>

                  (B)   with respect to payments to the Group 2 Bonds, to the
                        Class 2-A Bonds; and

                  (C)   with respect to payments to the Group 4 Bonds,
                        sequentially, to the Class 4-A-1, Class 4-A-2, Class
                        4-M-1, Class 4-M-2 and Class 4-B Bonds;

            (iv) sequentially, to the Holders of the Class 3-A-1, Class 3-A-2,
      Class 3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4 and Class 3-M-5 Bonds,
      in that order, any Unpaid Interest Shortfall for such Bonds on such
      Payment Date, to the extent not previously reimbursed;

            (v) sequentially, to the Holders of the Class 3-A-1, Class 3-A-2,
      Class 3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4 and Class 3-M-5 Bonds,
      in that order, any related Basis Risk Shortfall Carry-Forward Amount for
      such Bonds on such Payment Date;

            (vi) concurrently, (i) sequentially, to the Holders of the Class
      1-A-1 Bonds and Class 1-A-2 Bonds; (ii) to the Holders of the Class 2-A
      Bonds; and (iii) sequentially, to the Holders of the Class 4-A-1, Class
      4-A-2, Class 4-M-1, Class 4-M-2 and Class 4-B Bonds, in each case, in
      respect of the Allocated Realized Loss Amounts;

            (vii) to the Indenture Trustee for amounts owed the Indenture
      Trustee hereunder remaining unpaid; and

            (viii) 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.

      (l) On each Payment Date, the Group 4 Available Funds shall be distributed
in the following manner, to the extent of the Group 4 Available Funds remaining
for such Payment Date, sequentially, to the Holders of the Class 4-A-1, Class
4-A-2, Class 4-M-1, Class 4-M-2 and Class 4-B Bonds, in that order, the related
Accrued Bond Interest for such Class for such Payment Date.

      (m) On each Payment Date, the Holders of the Group 4 Bonds shall be
entitled to receive payments in respect of principal equal the related Principal
Distribution Amount for that Payment Date, allocated on a pro rata basis, based
on the Bond Principal Balances thereof, in reduction of the Bond Principal
Balances thereof, until the Bond Principal Balances thereof have been reduced to
zero.

      (n) On each Payment Date, any Net Monthly Excess Cashflow in respect of
the Group 4 Loans shall be paid as follows:

            (i) to the Holders of the Group 4 Bonds, pro rata, in an amount
      equal to any related Overcollateralization Increase Amount, payable to
      such Holders as part of the Principal Distribution Amount as described
      under Section 3.05(o) above;


                                       18
<PAGE>

            (ii) sequentially, to the Holders of the Class 4-A-1, Class 4-A-2,
      Class 4-M-1, Class 4-M-2 and Class 4-B Bonds in an amount equal to the
      Allocated Realized Loss Amount for such Bonds;

            (iii) to the Holders of the Group 1 Bonds, Group 2 Bonds and the
      Group 3 Bonds, any Cross-Collateralized Loss Payments as provided in
      Section 3.05(r) below, payable to such holders of the Group 1 Bonds, Group
      2 Bonds and Group 3 Bonds in the following order and priority:

                  (A)   with respect to payments to the Group 1 Bonds,
                        sequentially, to the Class 1-A-1 Bonds and Class 1-A-2
                        Bonds;

                  (B)   with respect to payments to the Group 2 Bonds, to the
                        Class 2-A Bonds; and

                  (C)   with respect to payments to the Group 3 Bonds,
                        sequentially, to the Class 3-A-1, Class 3-A-2, Class
                        3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4 and Class
                        3-M-5 Bonds;

            (iv) sequentially, to the Holders of the Class 4-A-1, Class 4-A-2,
      Class 4-M-1, Class 4-M-2 and Class 4-B Bonds, in that order, any Unpaid
      Interest Shortfall for such Bonds on such Payment Date, to the extent not
      previously reimbursed;

            (v) sequentially, to the Holders of the Class 4-A-1, Class 4-A-2,
      Class 4-M-1, Class 4-M-2 and Class 4-B Bonds, in that order, any related
      Basis Risk Shortfall Carry-Forward Amount for such Bonds on such Payment
      Date;

            (vi) concurrently, to (i) sequentially, to the holders of the Class
      1-A-1 Bonds and Class 1-A-2 Bonds; to (ii) the holders of the Class 2-A
      Bonds; and (iii) sequentially, to the holders of the Class 3-A-1, Class
      3-A-2, Class 3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4 and Class 3-M-5
      Bonds, in each case, in respect of the Allocated Realized Loss Amounts;

            (vii) to the Indenture Trustee for amounts owed the Indenture
      Trustee hereunder remaining unpaid; and

            (viii) 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.

      (o) On each Payment Date, Crossable Excess from each Loan Group may be
available to cover Crossable Losses on Mortgage Loans in non-related Loan Groups
as follows:

            (i) If on such Payment Date one Loan Group has Crossable Excess and
      one Loan Group has Crossable Losses, payments shall be made from the one
      Loan Group with Crossable Excess to the Loan Group with Crossable Losses,
      up to the amount of such Crossable Losses;


                                       19
<PAGE>

            (ii) If on such Payment Date one Loan Group has Crossable Excess and
      two or three Loan Groups have Crossable Losses, payments shall be made
      from the one Loan Group with Crossable Excess to the Loan Groups with
      Crossable Losses, pro rata, based on the amount of Crossable Losses, up to
      the aggregate amount of such Crossable Losses; and

            (iii) If on such Payment Date two or three Loan Groups have
      Crossable Excess and one Loan Group has Crossable Losses, payments shall
      be made from the two or three groups with Crossable Excess on a pro rata
      basis, based on the amount of Crossable Excess for such Loan Groups, to
      the Loan Group with Crossable Losses, and

            (iv) If on such payment date two Loan Groups have Crossable Excess
      and two Loan Groups have Crossable Losses, payments shall be made from the
      two Loan Groups with Crossable Excess, on a pro rata basis, based on the
      amount of Crossable Excess for such Loan Groups, to the two Loan Groups
      with Crossable Losses, pro rata, based on the amount of Crossable Losses
      up to the amount of such aggregate Crossable Losses;

      provided, however, that any Crossable Excess from Loan Group 1 shall be
used first, to cover Crossable Losses on the Group 2 Bonds, and any Crossable
Excess from Loan Group 2 shall be used first, to cover Crossable Losses on the
Group 1 Bonds, and then any remaining Crossable Excess payments shall be made
from any Loan Groups remaining with Crossable Excess, on a pro rata basis, based
on the amount of any remaining Crossable Excess for such Loan Groups, and shall
be allocated to any remaining Loan Groups with Crossable Losses, pro rata, based
on the remaining amount of Crossable Losses, up to the aggregate amount of such
Crossable Losses.

      (p) With respect to the Group 1/2/3 Derivative Contracts and on each
Payment Date, the Group 1/2/3 Net Derivative Contract Payment Amount with
respect to such Payment Date, subject to clause (r) below, shall be distributed
in the following order of priority, in each case to the extent of amounts
available:

            (i) first, any amounts, up to a cumulative amount equal to
      $200,000,000 (together with payments from the Group 4 Derivative
      Contracts), will be added to the Net Monthly Excess Cashflow for the Group
      1, Group 2 and Group 3 Loans, on a pro rata basis, based on the aggregate
      Bond Principal Balance of the related Bonds, and distributed as provided
      above; and

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

      (q) With respect to the Group 4 Derivative Contracts and on each Payment
Date, the Group 4 Net Derivative Contract Payment Amount with respect to such
Payment Date, subject to clause (r) below, shall be distributed in the following
order of priority, in each case to the extent of amounts available:

            (i) first, any amounts, up to a cumulative amount equal to
      $200,000,000 (together with payments from the Group 1/2/3 Derivative
      Contracts), will be added to the


                                       20
<PAGE>

      Net Monthly Excess Cashflow for the Group 4 Loans, and distributed as
      provided above; and

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

      (r) To the extent the $200,000,000 limit on payments from the Derivative
Contracts is reached, any resulting reduction in payments will be allocated
among the Derivative Contracts based on the amounts payable from such Derivative
Contracts on such payment date.

      (s) On each Payment Date any amounts received in respect of the Special
Certificate Cap Contract shall be distributed to the Certificate Paying Agent,
as designee of the Issuer, for the benefit of the Holders of the Trust
Certificates.

      (t) 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 Bond
Insurer, the Paying Agent, the Depositor or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Indenture or
applicable law.

      (u) 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.

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

      (w) 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, A-2 and A-3 to this Indenture. 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


                                       21
<PAGE>

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.

      (x) Any payments received by the Indenture Trustee under the Demand Note
on any Payment Date shall be deposited in the Payment Account pursuant to
Section 3.01.

      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, the Bond Insurer and
      the Bondholders in such Trust Estate against the claims of all persons and
      parties.

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


                                       22
<PAGE>

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, the Bond Insurer 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 2005, the
Issuer shall furnish to the Indenture Trustee and the Bond Insurer 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, with the consent of the Bond Insurer so long as no Bond
Insurer Default exists, may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer's Certificate of
the Issuer shall be deemed to be action taken by the Issuer.

      (c) The Issuer will not take any action or permit any action to be taken
by others which would release any Person from any of such Person's covenants or
obligations under any of the documents relating to the Mortgage Loans or under
any instrument included in the Trust Estate, or which would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any of the documents relating to the Mortgage
Loans or any such instrument, except such actions as the Master Servicer is
expressly permitted to take in the Servicing Agreement. The Indenture Trustee,
as pledgee of the Mortgage Loans, shall, with the consent of, or at the
direction of, the Bond Insurer, so long as no Bond Insurer Default exists, be
able to exercise the rights of the Issuer to direct the actions of the Master
Servicer pursuant to the Servicing Agreement.


                                       23
<PAGE>

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

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

            (i) except as expressly permitted by this Indenture, sell, transfer,
      exchange or otherwise dispose of the Trust Estate, unless directed to do
      so by the Bond Insurer or the Indenture Trustee with the consent of the
      Bond Insurer, so long as no Bond Insurer Default exists;

            (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 Purchase Agreement or in any Basic
      Document, if any such action would materially and adversely affect the
      interests of the Bondholders or the Bond Insurer.

      Section 3.10 Annual Statement as to Compliance. The Issuer will deliver to
the Indenture Trustee and the Bond Insurer, by March 1 of each year commencing
with the calendar year 2005, 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 the previous
      calendar 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


                                       24
<PAGE>

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 (i) the Mortgage Loan
Purchase Agreement concerning the Seller and the Initial Mortgage Loans and (ii)
any Group 2 Subsequent Mortgage Loan Purchase Agreement concerning the Seller
and the Group 2 Subsequent Mortgage Loans 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
Purchase Agreement or in the applicable Group 2 Subsequent Mortgage Loan
Purchase Agreement, the Indenture Trustee shall promptly notify the Seller and
the Bond Insurer 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 and the Bond Insurer that it will not enter into any
amendment or supplement to the Servicing Agreement without the prior written
consent of the Indenture Trustee and, so long as no Bond Insurer Default exists,
the Bond Insurer.

      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.

      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:


                                       25
<PAGE>

            (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 and the Bond
      Insurer, the due and punctual payment of the principal of and interest on
      all Bonds, and the payment of the Bond Insurance Premium and all other
      amounts payable to the Bond Insurer, the Indenture Trustee and the
      Derivative Contract Counterparty, 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 and the
      Bond Insurer that such transaction shall not cause the rating of the Bonds
      (with respect to the Class 1-A-1 Bonds, Class 1-A-2 Bonds and Class 2-A
      Bonds, without regard to the Bond Insurance Policy) to be reduced,
      suspended or withdrawn or to be considered by either Rating Agency to be
      below investment grade;

            (iv) the Issuer and the Bond Insurer 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;

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

            (vii) the Bond Insurer, so long as no Bond Insurer Default exists,
      shall have given its prior written consent.

      (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


                                       26
<PAGE>

      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
      payment of the Bond Insurance Premium and all other amounts payable to the
      Bond Insurer, the Derivative Contract Counterparty 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 and the Bond
      Insurer, (D) unless otherwise provided in such supplemental indenture,
      expressly agree to indemnify, defend and hold harmless the Issuer, the
      Indenture Trustee and the Bond Insurer 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 and the
      Bond Insurer that such transaction shall not cause the rating of the Bonds
      (with respect to the Class 1-A-1 Bonds, Class 1-A-2 Bonds and Class 2-A
      Bonds without regard to the Bond Insurance Policy) to be reduced,
      suspended or withdrawn;

            (iv) the Issuer and the Bond Insurer 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;

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

            (vii) the Bond Insurer, so long as no Bond Insurer Default exists,
      shall have given its prior written consent.


                                       27
<PAGE>

      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 and the Bond Insurer of such conveyance or
transfer and approval of such transaction given by the Bond Insurer to 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 and amounts due to the Bond Insurer under this
Indenture and the Insurance Agreement.

      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 Bond Insurer, 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 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


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<PAGE>

or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value
any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however, that
the Issuer may make, or cause to be made, (x) distributions and payments to the
Owner Trustee, the Indenture Trustee, Bondholders and the Certificateholders as
contemplated by, and to the extent funds are available for such purpose under
this Indenture and the Trust Agreement and (y) payments to the Master Servicer
and the Subservicers pursuant to the terms of the Servicing Agreement. The
Issuer will not, directly or indirectly, make payments to or distributions from
the Collection Account except in accordance with this Indenture and the Basic
Documents.

      Section 3.24 Notice of Events of Default. The Issuer shall give the
Indenture Trustee, the Bond Insurer 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 or the Bond Insurer, 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 prepare and make available
on the Indenture Trustee's website, https://www.corporatetrust.db.com/invr (or
deliver at the recipient's option), to the Bond Insurer and 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 Group 2 Interest Coverage Account.

      (a) No later than the Closing Date, the Indenture Trustee shall establish
and maintain a segregated trust account that is an Eligible Account, which shall
be titled "Group 2 Interest Coverage Account, Deutsche Bank National Trust
Company., as indenture trustee for the registered holders of IMH Assets Corp.,
Collateralized Asset-Backed Bonds, Series 2004-10" (the "Group 2 Interest
Coverage Account"). The Indenture Trustee shall, promptly upon receipt, deposit
in the Group 2 Interest Coverage Account and retain therein the Group 2 Interest
Coverage Amount remitted on the Closing Date to the Indenture Trustee by the
Depositor. Funds deposited in the Group 2 Interest Coverage Account shall be
held in trust by the Indenture Trustee for the Bondholders for the uses and
purposes set forth herein.

      (b) For federal income tax purposes, the Master Servicer shall be the
owner of the Group 2 Interest Coverage Account and shall report all items of
income, deduction, gain or loss arising therefrom. All income and gain realized
from investment of funds deposited in the Group 2 Interest Coverage Account,
which investment shall be made solely upon the written direction of the Master
Servicer in Permitted Investments, shall be for the sole and exclusive benefit
of the Master Servicer and shall be remitted by the Indenture Trustee to the
Master Servicer at the end of the Funding Period. The Master Servicer shall
deposit in the Group 2 Interest Coverage Account the amount of any net loss
incurred in respect of any such Permitted Investment immediately upon
realization of such loss.


                                       29
<PAGE>

      (c) On each Payment Date during the Funding Period and on the Payment Date
immediately following the end of the Funding Period, the Indenture Trustee shall
withdraw from the Group 2 Interest Coverage Account and deposit in the Payment
Account an amount equal to 30 days' interest on the excess, if any, of the Group
2 Original Pre-Funded Amount over the aggregate Principal Balance of Group 2
Subsequent Mortgage Loans that (in each case) both (i) had a Due Date during the
Due Period relating to such Payment Date and (ii) had a Subsequent Cut-off Date
prior to the first day of the month in which such Payment Date occurs, at a per
annum rate equal to 1.25%. Such withdrawal and deposit shall be treated as a
contribution of cash by the Master Servicer to the Trust Fund on the date
thereof. Immediately following any such withdrawal and deposit, and immediately
following the conveyance of any Group 2 Subsequent Mortgage Loans to the Trust
on any Subsequent Transfer Date, the Indenture Trustee shall withdraw from the
Group 2 Interest Coverage Account and remit to the Master Servicer or its
designee an amount equal to the excess, if any, of the amount remaining in such
Group 2 Interest Coverage Account over the amount that would be required to be
withdrawn therefrom (assuming sufficient funds therein) pursuant to the
preceding sentence on each subsequent Payment Date, if any, that will occur
during the Funding Period or that will be the Payment Date immediately following
the end of the Funding Period, if no Group 2 Subsequent Mortgage Loans were
acquired by the Trust Fund after the end of the Prepayment Period relating to
the current Payment Date.

      (d) Upon the earliest of (i) the Payment Date immediately following the
end of the Funding Period, (ii) the reduction of the Bond Principal Balances of
the Bonds to zero or (iii) the termination of this Agreement in accordance with
Section 8.04, any amount remaining on deposit in the Group 2 Interest Coverage
Account after distributions pursuant to paragraph (c) above shall be withdrawn
by the Indenture Trustee and paid to the Master Servicer or its designee.

      Section 3.28 [Reserved].

      Section 3.29 Certain Representations Regarding the Trust Estate.

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

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

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

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


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<PAGE>

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

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

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

      (b) With respect to that portion of the Collateral described in clause
(g), the Issuer represents to the Indenture Trustee and the Bond Insurer that:

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

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

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

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

      (c) With respect to any Collateral in which a security interest may be
perfected by filing, the Issuer has not authorized the filing of, and is not
aware of any financing statements against, the Issuer, that include a
description of collateral covering such Collateral, other than any financing
statement relating to the security interest granted to the Indenture Trustee
hereunder or that has been terminated. The Issuer is not aware of any judgment
or tax lien filings against the Issuer.

      (d) The Issuer has caused or will have caused, within ten days, the filing
of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security
interest in all Collateral granted to the Indenture Trustee hereunder in which a
security interest may be perfected by filing. Any financing statement that is
filed in connection with this Section 3.29 shall contain a statement that a
purchase or security interest in any collateral described therein will violate
the rights of the secured party named in such financing statement.

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


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<PAGE>

      Section 3.30 Payments Under the Bond Insurance Policy. (a) (1) By 12:00
noon (New York Time) on the later of (i) the second Business Day following the
Business Day on which the Bond Insurer shall have received Notice (as defined in
the Bond Insurance Policy) that a Deficiency Amount is due in respect of the
Insured Bonds and (ii) the Payment Date on which the related Deficiency Amount
is payable to the Bondholders and (2) at such time as the Indenture Trustee
shall deliver an acceleration notice to the Bondholders pursuant to Section
5.02, the Indenture Trustee on behalf of the Class 1-A-1, Class 1-A-2 and Class
2-A Bondholders, shall make a draw on the Bond Insurance Policy in an amount, if
any, equal to the Deficiency Amount.

      (b) If the Indenture Trustee determines that a Deficiency Amount will
exist for the following Payment Date, then the Indenture Trustee shall submit a
Notice (as defined in the Bond Insurance Policy) for payment in the amount of
the Deficiency Amount to the Bond Insurer no later than 12:00 Noon, New York
City time, on the second Business Day prior to the applicable Payment Date. Upon
receipt of such Deficiency Amount in accordance with the terms of the Bond
Insurance Policy, the Indenture Trustee shall deposit such Deficiency Amount in
the Payment Account for distribution to the Class 1-A-1, Class 1-A-2 and Class
2-A Bondholders pursuant to Section 3.05 hereof or with respect to an
acceleration pursuant to Section 5.02 hereof.

      In addition, according to the terms of the Bond Insurance Policy (in the
form attached hereto as Exhibit G), a draw may be made under the Bond Insurance
Policy in respect of any Preference Amount applicable to any of the Class 1-A-1,
Class 1-A-2 or Class 2-A Bondholders (as defined in and pursuant to the terms
and conditions of the such Bond Insurance Policy) and the Indenture Trustee
shall submit a Notice (as defined in such Bond Insurance Policy) for payment
with respect thereto together with the other documents required to be delivered
to the Bond Insurer pursuant to the Bond Insurance Policy in connection with a
draw in respect of any Preference Amount.

      Section 3.31 Replacement Bond Insurance Policy. In the event of a Bond
Insurer Default (a "Replacement Event"), the Issuer, at its expense, in
accordance with and upon satisfaction of the conditions set forth in the Bond
Insurance Policy, including, without limitation, payment in full of all amounts
owed to the Bond Insurer, may, but shall not be required to, substitute a new
surety bond or surety bonds for the existing Bond Insurance Policy or may
arrange for any other form of credit enhancement; provided, however, that in
each case after giving effect to such substitute or other form of credit
enhancement the Class 1-A-1, Class 1-A-2, Class 2-A, Class 3-A-1, Class 3-A-2,
Class 3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4, Class 3-M-5, Class 4-A-1,
Class 4-A-2, Class 4-M-1, Class 4-M-2 and Class 4-B Bonds shall be rated no
lower than the rating assigned by each Rating Agency to the Class 1-A-1, Class
1-A-2, Class 2-A, Class 3-A-1, Class 3-A-2, Class 3-M-1, Class 3-M-2, Class
3-M-3, Class 3-M-4, Class 3-M-5, Class 4-A-1, Class 4-A-2, Class 4-M-1, Class
4-M-2 and Class 4-B Bonds, respectively, immediately prior to such Replacement
Event and the timing and mechanism for drawing on such new credit enhancement
shall be reasonably acceptable to the Indenture Trustee and provided further
that the premiums under the proposed credit enhancement shall not exceed such
premiums under the existing Bond Insurance Policy. It shall be a condition to
substitution of any new credit enhancement that there be delivered to the
Indenture Trustee (i) an Opinion of


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<PAGE>

Counsel, acceptable in form to the Indenture Trustee and the Rating Agencies,
from counsel to the provider of such new credit enhancement with respect to the
enforceability thereof and such other matters as the Indenture Trustee and the
Rating Agencies may require and (ii) 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 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. Upon receipt of
the items referred to above and payment of all amounts owing to the Bond Insurer
and the taking of physical possession of the new credit enhancement, the
Indenture Trustee shall, within five Business Days following receipt of such
items and such taking of physical possession, deliver the replaced Bond
Insurance Policy to the Bond Insurer. In the event of any such replacement the
Issuer shall give written notice thereof to the Rating Agencies.

      Section 3.32 Replacement Derivative Contracts. In the event of a default
by a Derivative Contract Counterparty with respect to the related Derivative
Contracts (a "Derivative Contract Default"), the Issuer, at its expense, may,
but shall not be required to, substitute a new derivative contract for the
existing Derivative Contracts or any other form of similar coverage for basis
risk shortfalls; provided, however, that the timing and mechanism for receiving
payments under such new derivative contracts shall be reasonably acceptable to
the Indenture Trustee and the Bond Insurer. It shall be a condition to
substitution of any new derivative contracts that there be delivered to the
Indenture Trustee and the Bond Insurer 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 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 3.33 [Reserved].

      Section 3.34 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 and the Bond Insurer 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 Group 1 Loans is less than the aggregate Bond Principal Balances of the
Group 1 Bonds due to Realized Losses on the Group 1 Loans, the Bond Principal
Balances of the Class 1-A-2 Bonds and Class 1-A-1 Bonds, in that order, shall be
reduced to the extent that the Bond Insurer has not made required payments under
the Bond Insurance Policy, until the Bond Principal Balance thereof has been
reduced to zero. On each Payment Date following the application of all amounts
distributable on such date, to the extent the aggregate Stated Principal Balance
of the Group 2 Loans is less than the aggregate Bond Principal Balances of the
Group 2 Bonds due to Realized Losses on the Group 2 Loans, the Bond Principal
Balances of the Class 2-A Bonds shall be reduced to the extent that the Bond
Insurer has not made required payments under the Bond Insurance Policy, until
the Bond Principal Balance thereof has been reduced to zero. On each Payment
Date following the


                                       33
<PAGE>

application of all amounts distributable on such date, to the extent the
aggregate Stated Principal Balance of the Group 3 Loans is less than the
aggregate Bond Principal Balances of the Group 3 Bonds due to Realized Losses on
the Group 3 Loans, the Bond Principal Balances of the of the Class 3-M-5, Class
3-M-4, Class 3-M-3, Class 3-M-2, Class 3-M-1, Class 3-A-2 and Class 3-A-1 Bonds,
in that order, shall be reduced, until the Bond Principal Balance thereof has
been reduced to zero. On each Payment Date following the application of all
amounts distributable on such date, to the extent the aggregate Stated Principal
Balance of the Group 4 Loans is less than the aggregate Bond Principal Balances
of the Group 4 Bonds due to Realized Losses on the Group 4 Loans, the Bond
Principal Balances of the of the Class 4-B, Class 4-M-2, Class 4-M-1, Class
4-A-2 and Class 4-A-1 Bonds, in that order, 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.

      Section 3.35 The Group 2 Pre-Funding Account. (a) No later than the
Closing Date, the Indenture Trustee shall establish and maintain a segregated
trust account that is an Eligible Account, which shall be titled "Group 2
Pre-Funding Account, Deutsche Bank National Trust Company, as indenture trustee
for the registered holders of IMH Assets Corp., Collateralized Asset-Backed
Bonds, Series 2004-10" (the "Group 2 Pre-Funding Account"). The Indenture
Trustee shall, promptly upon receipt, deposit in the Group 2 Pre-Funding Account
and retain therein the Group 2 Original Pre-Funded Amount remitted on the
Closing Date to the Indenture Trustee by the Depositor. Funds deposited in the
Group 2 Pre-Funding Account shall be held in trust by the Indenture Trustee for
the Bondholders for the uses and purposes set forth herein.

      (b) The Indenture Trustee will invest funds deposited in the Group 2
Pre-Funding Account, as directed by the Master Servicer in writing, in Eligible
Investments with a maturity date (i) no later than the Business Day immediately
preceding the date on which such funds are required to be withdrawn from such
account pursuant to this Indenture, if a Person other than the Indenture Trustee
or an Affiliate manages or advises such investment, (ii) no later than the date
on which such funds are required to be withdrawn from such account pursuant to
this Indenture, if the Indenture Trustee or an Affiliate manages or advises such
investment or (iii) within one (1) Business Day of the Indenture Trustee's
receipt thereof. For federal income tax purposes, the Master Servicer shall be
the owner of the Group 2 Pre-Funding Account and shall report all items of
income, deduction, gain or loss arising therefrom. All income and gain realized
from investment of funds deposited in the Group 2 Pre-Funding Account shall be
included in Available Funds at the following times: (i) on the Business Day
immediately preceding each Payment Date, if a Person other than the Indenture
Trustee or an Affiliate of the Indenture Trustee manages or advises such
investment, or on each Payment Date, if the Indenture Trustee or an Affiliate of
the Indenture Trustee manages or advises such investment, (ii) on the Business
Day immediately preceding the Subsequent Transfer Date, if a Person other than
the Indenture Trustee or an Affiliate of the Indenture Trustee manages or
advises such investment, or on the Subsequent Transfer Date, if the Indenture
Trustee or an Affiliate of the Indenture Trustee manages or advises such
investment or (iii) within one (1) Business Day of the Indenture Trustee's
receipt thereof. The Master Servicer shall deposit in the Group 2 Pre-Funding
Account the amount of any net loss incurred in respect of any such Eligible
Investment immediately upon realization of such loss without any right of
reimbursement therefor.


                                       34
<PAGE>

      (c) Amounts on deposit in the Group 2 Pre-Funding Account shall be
withdrawn by the Indenture Trustee as follows:

                  (i) On the Subsequent Transfer Date, the Indenture Trustee
      shall withdraw from the Group 2 Pre-Funding Account an amount equal to
      100% of the aggregate Stated Principal Balances of the related Group 2
      Subsequent Mortgage Loans transferred and assigned to the Indenture
      Trustee for deposit in the Mortgage Pool on the Subsequent Transfer Date
      and pay such amount to or upon the order of the Issuer upon satisfaction
      of the conditions set forth in Section 2.05 with respect to such transfer
      and assignment;

                  (ii) If the amount on deposit in the Group 2 Pre-Funding
      Account has not been reduced to zero during the Funding Period, on the day
      immediately following the termination of the Funding Period, the Indenture
      Trustee shall deposit into the Payment Account any amounts remaining in
      the Group 2 Pre-Funding Account for distribution in accordance with the
      terms hereof;

                  (iii) To withdraw any amount not required to be deposited in
      the Group 2 Pre-Funding Account or deposited therein in error; and

To clear and terminate the Group 2 Pre-Funding Account upon the earlier to occur
of (A) the Payment Date immediately following the end of the Funding Period and
(B) the termination of this Indenture, with any amounts remaining on deposit
therein being paid to the Holders of the Bonds then entitled to distributions in
respect of principal.

      Section 3.36 Grant of the Group 2 Subsequent Mortgage Loans. In
consideration of the delivery on the Subsequent Transfer Date to or upon the
order of the Issuer of all or a portion of the amount on deposit in the Group 2
Pre-Funding Account, the Depositor shall, to the extent of the availability
thereof, on the Subsequent Transfer Date during the Funding Period, grant to the
Indenture Trustee all of its rights, title and interest in the Group 2
Subsequent Mortgage Loans and simultaneously with the Grant of the Group 2
Subsequent Mortgage Loans, the Depositor will cause the related Mortgage File to
be delivered to the Indenture Trustee.


                                       35
<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 of $25,000 and integral multiples of $1
in excess thereof.

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

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

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

      Section 4.02 Registration of and Limitations on Transfer and Exchange of
Bonds; Appointment of Bond Registrar and Certificate Registrar. The Issuer shall
cause to be kept at the Corporate Trust Office a Bond Register in which, subject
to such reasonable regulations as it may prescribe, the Bond Registrar shall
provide for the registration of Bonds and of transfers and exchanges of Bonds as
herein provided.

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


                                       36
<PAGE>

      Subject to the foregoing, at the option of the Bondholders, Bonds may be
exchanged for other Bonds of like tenor and in authorized initial Bond Principal
Balances 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, the Bond Insurer 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, the Bond Insurer and the Indenture Trustee shall be
entitled to recover such replacement Bond (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Bond from such
Person to whom such replacement Bond was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of


                                       37
<PAGE>

any loss, damage, cost or expense incurred by the Issuer, the Bond Insurer 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 Bond Insurer, the
Indenture Trustee, the Paying Agent and any agent of the Issuer, the Bond
Insurer 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 Bond Insurer, the Indenture Trustee, the Paying Agent
nor any agent of the Issuer, the Bond Insurer or the Indenture Trustee shall be
affected by notice to the contrary.

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

      Section 4.06 Book-Entry Bonds. The Bonds, upon original issuance, will be
issued in the form of typewritten Bonds representing the Book-Entry Bonds, to be
delivered to The Depository Trust Company, the initial Depository, by, or on
behalf of, the Issuer. The Bonds shall initially be registered on the Bond
Register in the name of Cede & Co., the nominee of the initial Depository, and
no Beneficial Owner will receive a Definitive Bond representing such Beneficial
Owner's interest in such Bond, except as provided in Section 4.08. With respect
to


                                       38
<PAGE>

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 Default, Beneficial Owners of Bonds representing beneficial interests
aggregating at least a majority of the Bond Principal Balances of the 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


                                       39
<PAGE>

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

      Section 4.10 Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect with respect to the Bonds except as to (i) rights
of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Bonds, (iii) rights of Bondholders (and the Bond
Insurer, as subrogee of the Class 1-A-1, Class 1-A-2 and Class 2-A Bondholders)
to receive payments of principal thereof and interest thereon, (iv) Sections
3.03, 3.04, 3.06, 3.09, 3.17, 3.19 and 3.20, (v) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.07 and the obligations of the Indenture
Trustee under Section 4.11), (vi) the right of the Derivative Contract
Counterparty to receive the related Net Derivative Fee and (vii) the rights of
Bondholders and the Bond Insurer as beneficiaries hereof with respect to the
property so deposited with the Indenture Trustee payable to all or any of them,
and the Indenture Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to the Bonds and shall release and deliver the Collateral
to or upon the order of the Issuer, when

            (A) either

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

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

                  a.    have become due and payable,

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


                                       40
<PAGE>

                  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 and the Bond Insurer 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 under the Insurance Agreement by the Issuer as evidenced by
      the written consent of the Bond Insurer; and

            (C) the Issuer has delivered to the Indenture Trustee and the Bond
      Insurer 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 or the Bond Insurer,
as the Indenture Trustee may determine, to the Holders of Securities or the Bond
Insurer, of all sums due and to become due thereon for principal and interest or
otherwise; but such monies need not be segregated from other funds except to the
extent required herein or required by law.

      Section 4.12 Subrogation and Cooperation. (a) The Issuer and the Indenture
Trustee acknowledge that (i) to the extent the Bond Insurer makes payments under
the Bond Insurance Policy on account of principal of or interest on the Class
1-A-1, Class 1-A-2 and Class 2-A Bonds, the Bond Insurer will be fully
subrogated to the rights of such Holders to receive such principal and interest
from the Issuer, and (ii) the Bond Insurer shall be paid such principal and
interest but only from the sources and in the manner provided herein and in the
Insurance Agreement for the payment of such principal and interest.

      The Indenture Trustee shall, so long as it is indemnified to its
satisfaction, cooperate in all respects with any reasonable written request by
the Bond Insurer (unless a Bond Insurer


                                       41
<PAGE>

Default exists) for action to preserve or enforce the Bond Insurer's rights or
interest under this Indenture or the Insurance Agreement, consistent with this
Indenture and without limiting the rights of the Bondholders as otherwise set
forth in the Indenture, including, without limitation, upon the occurrence and
continuance of a default under the Insurance Agreement, a request to take any
one or more of the following actions:

            (i) institute Proceedings for the collection of all amounts then
      payable on the Class 1-A-1, Class 1-A-2 and Class 2-A Bonds, or under this
      Indenture in respect of the Class 1-A-1, Class 1-A-2 and Class 2-A Bonds
      and all amounts payable under the Insurance Agreement, enforce any
      judgment obtained and collect from the Issuer monies adjudged due;

            (ii) sell or cause to be sold the Trust Estate or any portion
      thereof or rights or interest therein, at one or more public or private
      Sales (as defined in Section 5.15 (a) hereof) called and conducted in any
      manner permitted by law;

            (iii) institute Proceedings from time to time for the complete or
      partial foreclosure of this Indenture; and

            (iv) 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 Bond Insurer hereunder;

provided, however, action shall be taken pursuant to this Section 4.12 by the
Indenture Trustee to preserve the Bond Insurer's rights or interest under this
Agreement or the Insurance Agreement only to the extent such action is available
to the Class 1-A-1, Class 1-A-2 and Class 2-A Bondholders or the Bond Insurer
under other provisions of this Indenture.

      Notwithstanding any provision of this Indenture to the contrary, so long
as no Bond Insurer Default exists, the Bond Insurer shall at all times be
treated as if it were the exclusive owner of all Class 1-A-1, Class 1-A-2 and
Class 2-A Bonds Outstanding for the purposes of all approvals, consents, waivers
and the institution of any action and the written direction of all remedies, and
the Indenture Trustee shall act in accordance with the written directions of the
Bond Insurer so long as it is indemnified therefor to its reasonable
satisfaction.

      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,


                                       42
<PAGE>

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

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

      Section 4.15 Representation Regarding ERISA. By acquiring a Bond or
interest therein, each Holder of such Bond or Beneficial Owner of any such
interest will be deemed to represent that either (1) it is not acquiring the
Bond with Plan Assets or (2) (A) the acquisition, holding and transfer of such
Bond will not give rise to a nonexempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code as a result of the Issuer, the Seller, the
Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master
Servicer, any Subservicer, any other servicer, any administrator, any provider
of credit support, including the Derivative Contract Counterparty, any owner of
the Certificates, or any of their Affiliates being a "Party in Interest" (within
the meaning of ERISA) or Disqualified Person (within the meaning of the Code)
with respect to such Holder or Beneficial Owner that is a Plan and (B) the Bonds
are rated investment grade or better and such person believes that the Bonds are
properly treated as indebtedness without substantial equity features for
purposes of the Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and
agrees to so treat the Bonds. Alternatively, regardless of the rating of the
Bonds, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, any Underwriter, the Owner Trustee, the Indenture
Trustee, the Master Servicer or any successor servicer which opines that the
acquisition, holding and transfer of such Bond or interest therein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Seller, the Depositor, any Underwriter, the Owner
Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to
any obligation in addition to those undertaken in the Indenture.


                                       43
<PAGE>

                                    ARTICLE V

                              Default and Remedies

      Section 5.01 Events of Default. The Issuer shall deliver to the Indenture
Trustee and the Bond Insurer, 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 Bond Insurer or the Holders of
Bonds representing not less than a majority of the aggregate Bond Principal
Balance of the 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 the Bond Insurer or the 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, the Bond Insurer and Holders of the
Bonds representing not less than a majority of the aggregate Bond Principal
Balance of the 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;

                  (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;

                  (C)   all amounts owed to the Bond Insurer; and

                  (D)   all amounts owed to the Derivative Contract
                        Counterparty;


                                       44
<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 Bond Insurer or the Holders of a majority of the
aggregate Bond Principal Balances of the Bonds, pay to the Indenture Trustee,
for the benefit of the Bond Insurer and 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 Bond Insurer and the
Bondholders, by such appropriate Proceedings, as directed in writing by the Bond
Insurer or the Holders of a majority of the aggregate Bond Principal Balances of
the Bonds, to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Indenture Trustee by this Indenture or by
law.

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


                                       45
<PAGE>

writing by the Bond Insurer or the Holders of a majority of the aggregate Bond
Principal Balances of the Bonds, 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 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


                                       46
<PAGE>

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

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

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

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

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

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

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

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, unless (A) the
Indenture Trustee obtains the consent of the Bond Insurer and the Holders of
100% of the aggregate Bond Principal Balance of the 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 such 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 applicable 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 Bond Insurer and the Holders of a majority of the
aggregate Bond Principal Balance of the Bonds. In determining such sufficiency
or insufficiency with respect to clause (B) and (C), the Indenture Trustee may,
but need not, obtain and rely upon an opinion (obtained at the expense of the
Trust) of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
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


                                       47
<PAGE>

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 with respect
to the Group 1 Loans, Group 2 Loans or Group 3 Loans pursuant to this Article V,
it shall pay out the money or property in the following order; provided,
however, that any amounts representing payments from the Bond Insurer shall only
be used to pay interest and principal to the Class 1-A-1, Class 1-A-2 and Class
2-A Bondholders pursuant to clauses FOURTH and FIFTH below:

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

            SECOND: to the Derivative Contract Counterparty, any amounts owed
      under the Derivative Contracts, other than any Additional Derivative
      Counterparty Payment;

            THIRD: to the Bond Insurer, provided no Bond Insurer Default exists,
      with respect to any Premium Amount then due to the extent unpaid pursuant
      to the Servicing Agreement;

            FOURTH: to the Bondholders for amounts due and unpaid on the Bonds
      (including Unpaid Interest Shortfalls but not including any Basis Risk
      Shortfall Carry-Forward Amounts) with respect to interest, to the Class
      1-A-1, Class 1-A-2 Class 2-A, Class 3-A-1, Class 3-A-2, Class 3-M-1, Class
      3-M-2, Class 3-M-3, Class 3-M-4 and Class 3-M-5 Bondholders, concurrently,
      second, to the Class 4-A-1 and Class 4-A-2 Bondholders, third, to the
      Class 4-M-1 and 4-M-2 Bondholders, and fourth to the Class 4-B Bondholders
      according to the amounts due and payable on the Bonds for interest;

            FIFTH: 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 such
      Bonds for principal, until the Bond Principal Balance of each such Class
      is reduced to zero;

            SIXTH: to the payment of all amounts due and owing to the Bond
      Insurer under the Insurance Agreement (including any Premium Amount not
      paid pursuant to clause THIRD above);

            SEVENTH: to the Bondholders, first, to the Class 1-A-1, Class 1-A-2,
      Class 2-A, Class 3-A-1, Class 3-A-2, Class 3-M-1, Class 3-M-2, Class
      3-M-3, Class 3-M-4, Class 3-M-5, Class 4-A-1 and Class 4-A-2 Bondholders,
      concurrently, second, to the Class 4-M-1 Bondholders, third, to the Class
      4-M-2 Bondholders, and fourth to the Class 4-B Bondholders, the amount of
      any related Allocated Realized Loss Amount not previously paid;

            EIGHTH: to the Bondholders for amounts due and unpaid on the Bonds
      with respect to any related Unpaid Interest Shortfalls, first, to the
      Class 1-A-1, Class 1-A-2, Class 2-A, Class 3-A-1, Class 3-A-2, Class
      3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4, Class 3-M-5, Class 4-A-1 and
      Class 4-A-2 Bondholders, concurrently, second, to the Class 4-M-1
      Bondholders, third, to the Class 4-M-2 Bondholders, and fourth to the
      Class


                                       48
<PAGE>

      4-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;

            NINTH: 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 1-A-1, Class 1-A-2, Class 2-A, Class 3-A-1, Class
      3-A-2, Class 3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4, Class 3-M-5,
      Class 4-A-1 and Class 4-A-2 Bondholders, concurrently, second, to the
      Class 4-M-1 Bondholders, third, to the Class 4-M-2 Bondholders, and fourth
      to the Class 4-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;

            TENTH: to the Derivative Contract Counterparty, any Additional
      Derivative Contract Counterparty Payment; and

            ELEVENTH: 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.

      (c) If the Indenture Trustee collects any money or property with respect
to the Group 4 Loans pursuant to this Article V, it shall pay out the money or
property in the following order:

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

            SECOND: to the Bondholders for amounts due and unpaid on the Bonds
      (other than Unpaid Interest Shortfalls and Group 4 Net WAC Cap Shortfall
      Carry-Forward Amounts) with respect to interest, first, to the Class 4-A-1
      and Class 4-A-2 Bondholders, respectively, second, to the Class 4-M-1
      Bondholders, third to the Class 4-M-2 Bondholders, and fourth to the Class
      4-B Bondholders, according to the amounts due and payable on the Bonds for
      interest;

            THIRD: to Group 4 Bondholders for amounts due and unpaid on the
      Group 4 Bonds with respect to principal, and to each Group 4 Bondholder
      ratably, without preference or priority of any kind, according to the
      amounts due and payable on such Bonds for principal, until the Bond
      Principal Balance of each such Class is reduced to zero;

            FOURTH: to the Bondholders for amounts due and unpaid on the Bonds
      with respect to any related Basis Risk Shortfall Carry-Forward Amounts,
      first, to the Class 4-A-1 and Class 4-A-2 Bondholders, respectively,
      second, to the Class 4-M-1 Bondholders, third, to the Class 4-M-2
      Bondholders, and fourth, to the Class 4-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;

            FIFTH: to the Bondholders for amounts due and unpaid on the Bonds
      with respect to any related Unpaid Interest Shortfall, first, to the Class
      4-A-1 and Class 4-A-2 Bondholders, respectively, second, to the Class
      4-M-1 Bondholders, third, to the Class 4-M-2 Bondholders, and fourth, to
      the Class 4-B Bondholders, according to the amounts


                                       49
<PAGE>

      due and payable on the Bonds with respect thereto, from amounts available
      in the Trust Estate for the Bondholders; and

            SIXTH: 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. With respect to any
acceleration at the direction of the Bond Insurer, the first Payment Date after
the acceleration shall be the first Payment Date after the acceleration. 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, with the consent of the Bond Insurer (which
consent shall not be required if a Bond Insurer Default exists), and shall, at
the direction of the Bond Insurer so long as no Bond Insurer Default exists,
elect to take and maintain possession of the Trust Estate. It is the desire of
the parties hereto and the Bondholders that there be at all times sufficient
funds for the payment of principal of and interest on the Bonds and other
obligations of the Issuer, the Bond Insurer and the Indenture Trustee, unless
directed otherwise by the Bond Insurer, 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 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;


                                       50
<PAGE>

            (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

            (vi) such Holder or Holders have the written consent of the Bond
      Insurer, unless a Bond Insurer Default exists.

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, 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, the Bond
Insurer or to such Bondholder, then and in every such case the Issuer, the
Indenture Trustee, the Bond Insurer 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, the Bond Insurer 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, to the Bond Insurer 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, the Bond Insurer 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


                                       51
<PAGE>

or by law to the Indenture Trustee, the Bond Insurer or to the Bondholders may
be exercised from time to time, and as often as may be deemed expedient, by the
Indenture Trustee, the Bond Insurer or by the Bondholders, as the case may be.

      Section 5.11 Control By Bond Insurer. The Bond Insurer, unless a Bond
Insurer Default exists, or (i) the Holders of a majority of the aggregate Bond
Principal Balances of Group 1 Bonds and Group 2 Bonds and/or (ii) the Holders of
a majority of the aggregate Bond Principal Balances of Group 3 Bonds and Group 4
Bonds, if a Bond Insurer Default exists, shall have the right to direct the
time, method and place of conducting any Proceeding for any remedy available to
the Indenture Trustee with respect to the Bonds or exercising any trust or power
conferred on the Indenture Trustee; provided that:

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

            (ii) if a Bond Insurer Default exists, any direction to the
      Indenture Trustee to sell or liquidate the Trust Estate shall be by (A)
      Holders of Group 1 Bonds and Group 2 Bonds representing not less than 100%
      of the Bond Principal Balances of the Class 1-A-1, Class 1-A-2 and Class
      2-A and/or (B) Holders of Group 3 Bonds and Group 4 Bonds representing not
      less than 100% of the Bond Principal Balances of the Group3 Bonds and
      Group 4 Bonds;

            (iii) if the conditions set forth in Section 5.05 hereof have been
      satisfied and the Indenture Trustee, with the consent of the Bond Insurer
      (which consent shall not be required if a Bond Insurer Default exists),
      elects to retain the Trust Estate pursuant to such Section, then any
      direction to the Indenture Trustee by (A) Holders of Bonds representing
      less than 100% of the Bond Principal Balances of the Group 1 Bonds and
      Group 2 Bonds and /or (ii) Holders of Bonds representing less than 100% of
      the Bond Principal Balances of the Group 3 Bonds and Group 4 Bonds to sell
      or liquidate the related portion of the Trust Estate shall be of no force
      and effect; and

            (iv) if a Bond Insurer Default exists, the Indenture Trustee may
      take any other action deemed proper by the Indenture Trustee that is not
      inconsistent with such direction of the Holders of Bonds representing a
      majority of the Bond Principal Balances of the Bonds.

Notwithstanding the rights of Bondholders set forth in this Section, subject to
Section 6.01, the Indenture Trustee need not take any action that it determines
might involve it in liability.

      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 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, (b) in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of
each Bond or (c) the waiver of which would materially and adversely affect the
interests of the Bond Insurer or modify its obligation under the Bond Insurance
Policy. In the case of any such waiver, the


                                       52
<PAGE>

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, with the consent of the
Bond Insurer (which consent shall not be required if a Bond Insurer Default
exists), may from time to time postpone any public Sale by public announcement
made at the time and place of such Sale. The Indenture Trustee hereby expressly
waives its right to any amount fixed by law as compensation for any Sale.

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


                                       53
<PAGE>

            (1) the Bond Insurer, unless a Bond Insurer Default exists, or the
      Holders of all Bonds if a Bond Insurer Default exists, 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 and the
      Bond Insurer in respect of amounts drawn under the Bond Insurance Policy
      and any other amounts due to the Bond Insurer under the Insurance
      Agreement, 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 Bond Insurer
      consents to such Sale, or if a Bond Insurer Default exists, the Holders of
      Bonds representing at least 100% of the Bond Principal Balances of the
      Class 1-A-1, Class 1-A-2 and Class 2-A 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 Bond Insurer, or if a Bond Insurer Default exists, 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, with the consent of the Bond Insurer so
      long as no Bond Insurer Default exists, 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)


                                       54
<PAGE>

      the amount which would be distributable to the Holders of the Bonds and
      Holders of Certificates and amounts distributable to the Bond Insurer as a
      result of such Sale in accordance with Section 5.04(b) hereof on the
      Payment Date next succeeding the date of such Sale and (B) the expenses of
      the Sale and of any Proceedings in connection therewith which are
      reimbursable to it, without being required to produce the Bonds in order
      to complete any such Sale or in order for the net Sale price to be
      credited against such Bonds, and any property so acquired by the Indenture
      Trustee shall be held and dealt with by it in accordance with the
      provisions of this Indenture;

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

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

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

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

      Section 5.17 Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so, the Issuer in
its capacity as holder of the Mortgage Loans, shall take all such lawful action
as the Indenture Trustee or the Bond Insurer 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 Purchase Agreement, any Group 2 Subsequent
Mortgage Loan Purchase 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 Purchase Agreement and the
Servicing Agreement to the extent and in the manner directed by the Indenture
Trustee, with the consent of the Bond Insurer so long as no Bond Insurer Default
exists, 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 Purchase Agreement, any Group 2 Subsequent
Mortgage Loan Purchase Agreement and the Servicing Agreement. So


                                       55
<PAGE>

long as no Bond Insurer Default exists, the Bond Insurer shall have the right to
approve or reject any proposed successor to the Master Servicer (other than the
Indenture Trustee) under the Servicing Agreement.

      (b) The Indenture Trustee, as pledgee of the Mortgage Loans, subject to
the rights of the Bond Insurer under this Agreement and the Servicing Agreement,
may, and at the direction (which direction shall be in writing or by telephone
(confirmed in writing promptly thereafter)) of the Bond Insurer or if a Bond
Insurer Default exists, of 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 Purchase Agreement, any Group 2 Subsequent Mortgage Loan
Purchase 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 Purchase Agreement, any Subsequent
Mortgage Loan Purchase Agreement and the Servicing Agreement, as the case may
be, and any right of the Issuer to take such action shall not be suspended.


                                       56
<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 (A) from Bondholders or from the Issuer, which
      they are entitled to give under the Basic Documents or (B) from the Bond
      Insurer, which it is 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


                                       57
<PAGE>

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

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

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

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

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

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

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

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

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

      (g) The Indenture Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Indenture Trustee's
economic self-interest for (i) serving as investment adviser, administrator,
shareholder servicing agent, custodian or sub-custodian with respect to certain
of the Eligible Investments, (ii) using Affiliates to effect transactions in
certain Eligible Investments and (iii) effecting transactions in certain
Eligible


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Investments. Such compensation shall not be considered an amount that is
reimbursable or payable to the Indenture Trustee pursuant to Sections 3.05(d),
3.05(g), 3.05(k), 3.05(n), 5.04(b), 6.07 or 8.02(c) hereunder or (iii) out of
Available Funds.

      (h) In order to comply with its duties under the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 ("U.S.A. Patriot Act"), the Indenture Trustee shall obtain
and verify certain information and documentation from the other party to this
Indenture, including, but not limited to, such party's name, address, and other
identifying information.

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

      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 and the Bond Insurer
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's 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


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<PAGE>

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), Section 3.05(g)(ix), Section 3.05(k)(vii),
Section 3.05(n)(vii) 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 and the Bond Insurer 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 or the Bond
Insurer 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 and
the Bond Insurer 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 or the Bond Insurer through the Indenture Trustee's or the Bond
Insurer's own willful misconduct, negligence or bad faith.

      The Issuer's payment obligations to the Indenture Trustee and the Bond
Insurer pursuant to this Section 6.07 shall survive the discharge of this
Indenture and the termination or resignation of the Indenture Trustee or the
Bond Insurer. When the Indenture Trustee or the Bond Insurer 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 and the Bond Insurer. The Bond
Insurer or, if a Bond Insurer Default exists, the Holders of a majority of Bond
Principal Balances of the Bonds may remove the Indenture Trustee by so notifying
the Indenture Trustee and the Bond Insurer and may appoint a successor Indenture
Trustee. The Issuer shall, with the consent of the Bond Insurer so long as no
Bond Insurer Default exists, 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


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<PAGE>

the retiring Indenture Trustee), the Issuer, with the consent of the Bond
Insurer so long as no Bond Insurer Default exists, shall promptly appoint a
successor Indenture Trustee.

      A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee, to the Bond Insurer 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, the Bond Insurer or the Holders of a majority of Bond
Principal Balances of the 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 and the Bond Insurer 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 and the Bond Insurer, 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 or the Bond
Insurer may consider


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<PAGE>

necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
6.11 hereof and notice to the Bond Insurer but not to the Bondholders (unless a
Bond Insurer Default exists, in which case notice will be sent to the
Bondholders) of the appointment of any co-trustee or separate trustee shall be
required under Section 6.08 hereof.

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

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

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

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

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

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

      Section 6.11 Eligibility; Disqualification. The Indenture Trustee shall at
all times satisfy the requirements of TIA ss. 310(a). The Indenture Trustee
shall have a combined capital and surplus of at least $50,000,000 as set forth
in its most recent published annual report of


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<PAGE>

condition and it or its parent shall have a long-term debt rating of Baa3 or
better by Moody's and BBB or better by Standard & Poor's. The Indenture Trustee
shall comply with TIA ss. 310(b), including the optional provision permitted by
the second sentence of TIA ss. 310(b)(9); provided, however, that there shall be
excluded from the operation of TIA ss. 310(b)(1) any indenture or indentures
under which other securities of the Issuer are outstanding if the requirements
for such exclusion set forth in TIA ss. 310(b)(1) are met.

      Section 6.12 Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA ss. 311(a), excluding any creditor
relationship listed in TIA ss. 311(b). An Indenture Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

      Section 6.13 Representations and Warranties. The Indenture Trustee hereby
represents that:

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

            (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 and the Bond Insurer;

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


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<PAGE>

      (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.

      Section 6.16 Execution of Derivative Contracts. The Issuer hereby directs
the Indenture Trustee to enter into and execute the Derivative Contracts and the
Special Certificate Cap Contract and make all representations and warranties
contained therein on behalf of the Trust. The Indenture Trustee hereby
acknowledges receipt by it of the Derivative Contracts and the Special
Certificate Cap Contract. Upon receipt thereof from the counterparty under the
Derivative Contracts and the Special Certificate Cap Contract, the Indenture
Trustee shall deposit into the Payment Account an amount equal to all amounts
actually received under the Derivative Contracts and the Special Certificate Cap
Contract and not previously deposited into the Payment Account.


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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 TIA ss. 312(c).

      Section 7.03 Reports of Issuer. (a) Subject to Section 4.06 of the
Servicing Agreement (i) The Indenture Trustee shall file with the Commission on
behalf of the Issuer, with a copy to the Issuer and the Bond Insurer within 15
days before the Issuer is required to file the same with the Commission, the
annual reports and the information, documents and other reports (or such
portions of any of the foregoing as the Commission may from time to time by
rules and regulations prescribe) that the Issuer may be required to file with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

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

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


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<PAGE>

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

      Section 7.04 Reports by Indenture Trustee. If required by TIA ss. 313(a),
within 60 days after each January 30 beginning with March 31, 2005, the
Indenture Trustee shall mail to each Bondholder as required by TIA ss. 313(c)
and the Bond Insurer 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 https://www.tss.db.com/invr or deliver at the recipient's option to each
Bondholder and each Certificateholder, the Bond Insurer, the Derivative Contract
Counterparty, 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 Group 1 Available Funds, Group 2 Available Funds, Group 3
      Available Funds, Group 4 Available Funds and Net Monthly Excess Cash Flow,
      with respect to the Group 1 Loans, Group 2 Loans, Group 3 Loans and Group
      4 Loans, 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 1-A-1, Class
      1-A-2, Class 2-A, Class 3-A-1, Class 3-A-2, Class 3-M-1, Class 3-M-2,
      Class 3-M-3, Class 3-M-4, Class 3-M-5, Class 4-A-1, Class 4-A-2, Class
      4-M-1, Class 4-M-2 and Class 4-B Bonds applied to reduce the Bond
      Principal Balance thereof, and (b) the aggregate amount included therein
      representing Principal Prepayments;

            (iv) the Class 1-A-1 Insured Amount, Class 1-A-2 Insured Amount and
      Class 2-A Insured Amount, if any, paid by the Bond Insurer under the Bond
      Insurance Policy for such Payment Date and the aggregate Insured Amounts
      for all prior Payment Dates paid by the Bond Insurer under the Bond
      Insurance Policy and not yet reimbursed;

            (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;


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<PAGE>

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

            (viii) the number and the aggregate Stated Principal Balance of the
      Mortgage Loans as of the end of the related Due Period, determined in the
      aggregate and separately for Loan Group 1, Loan Group 2, Loan Group 3 and
      Loan Group 4;

            (ix) the aggregate Bond Principal Balance 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 Class 1-A-1, Class 1-A-2, Class 2-A,
      Class 3-A-1, Class 3-A-2, Class 3-M-1, Class 3-M-2, Class 3-M-3, Class
      3-M-4, Class 3-M-5, Class 4-A-1, Class 4-A-2, Class 4-M-1, Class 4-M-2 and
      Class 4-B 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, determined in the aggregate and separately for Loan Group
      1, Loan Group 2, Loan Group 3 and Loan Group 4;

            (xi) the Group 1 Net Derivative Contract Payment Amount, Group 2 Net
      Derivative Contract Payment Amount, Group 3 Net Derivative Contract
      Payment Amount and Group 4 Net Derivative Contract Payment Amount;

            (xii) the Overcollateralization Increase Amount with respect to each
      Loan Group, Overcollateralization Release Amount, Overcollateralization
      Target Amount and Overcollateralized Amount, if any, in each case as the
      end of the related Payment Date, in each case as determined separately for
      each Loan Group;

            (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 Purchase Agreement for the
      related Payment Date and cumulatively since the Closing Date determined in
      the aggregate and separately for Loan Group 1, Loan Group 2, Loan Group 3
      and Loan Group 4;

            (xvi) the book value of any REO Property;

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


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<PAGE>

            (xviii) 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.

            (xix) the amount withdrawn from the Group 2 Pre-Funding Account and
      used to make payments to Bondholders on that Payment Date, the amount
      remaining on deposit following such Payment Date, and the amount withdrawn
      from the Group 2 Pre-Funding Account used to buy certain Group 2
      Subsequent Mortgage Loans prior to such Payment 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 Bonds are outstanding, the Indenture Trustee
shall furnish a report to each Bondholder of record if so requested in writing
at any time during each calendar year as to the aggregate of amounts reported
pursuant to (iii), (iv) and (v) with respect to the Bonds for such calendar
year.

      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 amount of the Group 1, Group 2, Group 3 and Group 4 Net
Derivative Contract Payment Amount furnished to the Indenture Trustee pursuant
to the Derivative Contracts in its preparation of its Statement to Bondholders.


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                                  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 Bond Insurer
and the Derivative Contract Counterparty, 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 and the
Bond Insurer. Any loss on any investment made by the Indenture Trustee with
funds in the Payment Account shall be reimbursed immediately to the Trust Estate
by the Master Servicer. All investments made with monies in the Payment Account
and the Certificate Distribution Account including all income or other gain from
such investments shall be for the benefit of and the risk of the Master
Servicer.

      (c) On each Payment Date, the Indenture Trustee shall receive a fee for
such Payment Date and then shall pay the Derivative Contract Counterparty the
Group 1 Net Derivative Fee, Group 2 Net Derivative Fee, Group 3 Net Derivative
Fee and Group 4 Net Derivative Fee, in each case excluding any Additional
Derivative Contract Counterparty Payment, and then shall pay the Owner Trustee
the Owner Trustee's Fee, and then the Indenture Trustee shall distribute all
remaining amounts on deposit in the Payment Account to the Bondholders in
respect of the Bonds and to such other persons in the order of priority set
forth in Section 3.05 hereof (except as otherwise provided in Section 5.04(b)
hereof).

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

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


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substance satisfactory to the Indenture Trustee, stating the legal effect of any
such action, outlining the steps required to complete the same, and concluding
that all conditions precedent to the taking of such action have been complied
with.

      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 Bond Insurer, 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, (ii) all sums due to the Indenture Trustee pursuant to this
Indenture have been paid and (iii) all sums due to the Bond Insurer 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, and a letter from the Bond
Insurer stating that the Bond Insurer has no objection to such request from the
Issuer, except as otherwise provided in clause (a).

      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 Majority
Certificateholder shall have the option to redeem the Group 1 Bonds, the Group 2
Bonds and the Group 3 Bonds in whole, but not in part, on any Payment Date on or
after the earlier of (i) the Payment Date on which the sum of the Group 2
Pre-Funded Amount and the aggregate Stated Principal Balance of the Group 1
Loans, the Group 2 Loans and the Group 3 Loans as of the end of the prior Due
Period is less than or equal to 20% of the sum of the Group 2 Original
Pre-Funded Amount and the aggregate Group 1 Cut-off Date Balance, Group 2
Cut-off Date Balance and Group 3 Cut-off Date Balance and (ii) the Payment Date
occurring in November 2014; provided, that if the Majority Certificateholder
fails to exercise such option, the Bond Insurer will have the right to


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purchase the Group 1 Bonds and Group 2 Bonds at the same price and in the same
manner as effected by the Majority Certificateholder. The Majority
Certificateholder shall have the option to redeem the Group 4 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 Group 4 Loans as of
the end of the prior Due Period is less than or equal to 20% of the aggregate
Group 4 Cut-off Date Balance and (ii) the Payment Date occurring in November
2014. The aggregate redemption price for each Group of Bonds will be equal to
the unpaid Bond Principal Balance of such Bonds as of the Payment Date on which
the proposed redemption will take place in accordance with the foregoing,
together with accrued and unpaid interest thereon at the applicable Bond
Interest Rate through such Payment Date (including any related Unpaid Interest
Shortfall and Basis Risk Shortfall Carry-Forward Amount), plus an amount
sufficient to pay in full all amounts owing to the Bond Insurer and the
Indenture Trustee under this Indenture and the Insurance Agreement (which
amounts shall be specified in writing upon request of the Issuer by the
Indenture Trustee and the Bond Insurer) and plus an amount equal to any amounts
owing to the Derivative Contract Counterparty under the Derivative Contracts.

      (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 Bond
Insurer, 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 hereunder and the Bond
Insurer for all amounts owing under the Insurance Agreement, 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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                                   ARTICLE IX

                             Supplemental Indentures

      Section 9.01 Supplemental Indentures Without Consent of Bondholders. (a)
Without the consent of the Holders of any Bonds but with the prior written
consent of the Bond Insurer and prior notice to the Rating Agencies and the Bond
Insurer, 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 the Bond Insurer, 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 Bond Insurer or 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 but
with the prior written consent of the Bond Insurer and prior notice to the
Rating Agencies and the Bond Insurer, 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 prior written
consent of the Bond Insurer and with the consent of the Holders of not less than
a majority of the Bond Principal Balance of each Class of Bonds affected
thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered
to the Issuer and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Bonds under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Bond affected thereby:

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

            (ii) reduce the percentage of the Bond Principal Balances of the
      Bonds, 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


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<PAGE>

      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.

      No supplemental indenture adverse to the interests of the Derivative
Contract Counterparty shall be entered into without the Derivative Contract
Counterparty's written consent.

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

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


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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.


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                                    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 and to the Bond Insurer (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 Certificate".

            (6) (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 and the Bond Insurer 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.


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<PAGE>

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


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<PAGE>

representations by, an officer or officers of the Seller or the Issuer, stating
that the information with respect to such factual matters is in the possession
of the Seller or the Issuer, unless such counsel knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

      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, Bond Insurer,
Seller and Rating Agencies. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Bondholders or other documents provided or
permitted by this Indenture shall be in writing and


                                       78
<PAGE>

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 2004-10, in care of Wilmington Trust Company, Rodney Square North,
      1100 North Market Street, Wilmington, Delaware 19990-0001, Attention:
      Corporate Trust Administration, or at any other address previously
      furnished in writing to the Indenture Trustee by the Issuer. The Issuer
      shall promptly transmit any notice received by it from the Bondholders to
      the Indenture Trustee; or

            (iii) the Bond Insurer by the Issuer, the Indenture Trustee or by
      any Bondholders shall be sufficient for every purpose hereunder if in
      writing and mailed, first-class postage pre-paid, or personally delivered
      or telecopied to: Financial Guaranty Insurance Corporation, 125 Park
      Avenue, New York, New York 10017, Attention: Research and Risk Management.
      The Bond Insurer shall promptly transmit any notice received by it from
      the Issuer, the Indenture Trustee or the Bondholders to the Issuer or
      Indenture Trustee, as the case may be; or

            (iv) the Seller by the Indenture Trustee shall be sufficient for
      every purpose hereunder if in writing and mailed, first-class postage
      pre-paid, or personally delivered or telecopied to: Impac Mortgage
      Holdings, Inc., 1401 Dove Street, Newport Beach, California 92660,
      Attention: General Counsel. The Seller shall promptly transmit any notice
      received by it from the Indenture Trustee to the Bond Insurer.

      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


                                       79
<PAGE>

such notice with respect to other Bondholders, and any notice that is mailed in
the manner herein provided shall conclusively be presumed to have been duly
given regardless of whether such notice is in fact actually received.

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

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

      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 Benefits of Indenture. The Bond Insurer and its successors
and assigns shall be a third-party beneficiary to the provisions of this
Indenture. To the extent that this Indenture confers upon or gives or grants to
the Bond Insurer any right, remedy or claim under or by reason of this
Indenture, the Bond Insurer may enforce any such right, remedy or claim
conferred, given or granted hereunder. Nothing in this Indenture or in the
Bonds, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder,


                                       80
<PAGE>

and the Bondholders and the Bond Insurer, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

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

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

      Section 10.13 Counterparts. This Indenture may be executed in any number
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument. Section 10.14 Recording of Indenture. If this Indenture is subject
to recording in any appropriate public recording offices, such recording is to
be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel at its expense (which may be counsel to the Indenture Trustee or any
other counsel reasonably acceptable to the Indenture Trustee) to the effect that
such recording is necessary either for the protection of the Bondholders or any
other 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,


                                       81
<PAGE>

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 and the Bond Insurer, during the Issuer's normal business hours, to
examine all the books of account, records, reports and other papers of the
Issuer, to make copies and extracts therefrom, to cause such books to be audited
by Independent certified public accountants, and to discuss the Issuer's
affairs, finances and accounts with the Issuer's officers, employees, and
Independent certified public accountants, all at such reasonable times and as
often as may be reasonably requested. The Indenture Trustee and the Bond Insurer
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 or the Bond Insurer may reasonably determine that
such disclosure is consistent with its obligations hereunder.


                                       82
<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 2004-10, as Issuer

                                       Wilmington Trust Company, not in its
                                       individual capacity but solely as Owner
                                       Trustee


                                       By: _____________________________
                                       Name:
                                       Title:


                                       DEUTSCHE BANK NATIONAL TRUST
                                       COMPANY, as Indenture Trustee


                                       By: _____________________________
                                       Name:
                                       Title:


                                       By: _____________________________
                                       Name:
                                       Title:


<PAGE>

Acknowledged and agreed with respect to Section 2.07 hereof:

IMPAC MORTGAGE HOLDINGS, INC.,
as Seller


By: _____________________________
Name:
Title:


<PAGE>

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

      On this _____ day of November, 2004, before me personally appeared
______________________ to me known, who being by me duly sworn, did depose and
say, that he is the ____________________ of the Indenture Trustee, one of the
corporations described in and which executed the above instrument; and that he
signed his name thereto by like order.

                                                Notary Public


                                                __________________________
                                                NOTARY PUBLIC

[NOTARIAL SEAL]

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

      On this ____ day of November, 2004, before me personally appeared
____________________ to me known, who being by me duly sworn, did depose and
say, that he is an _________________________ 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 ____ day of November, 2004, before me personally appeared
_______________________ to me known, who being by me duly sworn, did depose and
say, that she is a ____________________________ of the Owner Trustee, one of the
entities 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 CALIFORNIA     )
                        ) ss.:
COUNTY OF ______        )

      On this ____ day of November, 2004, before me personally appeared
_______________________ to me known, who being by me duly sworn, did depose and
say, that she is a ____________________________ of the Seller, one of the
entities 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-_] 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 [AND THE BOND INSURANCE POLICY] AS
PROVIDED IN THE INDENTURE REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE
PERSONALLY LIABLE FOR PAYMENTS ON THIS BOND.

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


                                     A-1-1
<PAGE>

                         IMPAC CMB TRUST SERIES 2004-10
                        COLLATERALIZED ASSET-BACKED BONDS
                                  CLASS [_-A-_]

AGGREGATE BOND PRINCIPAL
BALANCE:                                            BOND INTEREST
$[     ]                                            RATE: [Adjustable Rate]

INITIAL BOND PRINCIPAL
BALANCE OF THIS BOND: $[      ]                     BOND NO. 1

PERCENTAGE INTEREST: 100%                           CUSIP NO. [     ]

      Impac CMB Trust Series 2004-10 (the "Issuer"), a Delaware statutory trust,
for value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of ($_________________) in monthly installments on the
twenty-fifth day of each month or, if such day is not a Business Day, the next
succeeding Business Day (each a "Payment Date"), commencing in December 2004 and
ending on or before the Payment Date occurring in [_________] (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 2004-10 (the "Bonds"), issued under an Indenture
dated as of November 24, 2004 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Bonds and the terms upon which the Bonds are to
be authenticated and delivered. All terms used in this Bond which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

      Financial Guaranty Insurance Corporation (the "Bond Insurer"), in
consideration of the payment of the premium and subject to the terms of the bond
insurance policy (the "Bond Insurance Policy") issued thereby, has
unconditionally and irrevocably guaranteed the payment of the Class 1-A-1, Class
1-A-2 and Class 2-A Insured Amount with respect to the Class 1-A-1, Class 1-A-2
and Class 2-A Bonds, respectively, with respect to each Payment Date. Such Bond
Insurance Policy will not cover any Prepayment Interest Shortfalls, Relief Act
Shortfalls or Basis Risk Shortfall Carry- Forward Amount.

      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.


                                     A-1-2
<PAGE>

      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
[_-A-_] 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 Group 1 Bonds, Group 2 Bonds and Group 3 Bonds are subject to
redemption in whole, but not in part, by the Majority Certificateholder, on or
after the earlier of (i) the payment date on which the aggregate Stated
Principal Balance of the Group 1 Loans, Group 2 Loans, Group 3 Loans and the
amounts on deposit in the Group 2 Pre-Funding Account as of the end of the prior
Due Period is less than or equal to 20% of the sum of the aggregate Stated
Principal Balance of the Group 1 Loans, Group 2 Loans and Group 3 Loans as of
the Cut-off Date and the aggregate amount deposited into the Group 2 Pre-Funding
Account on the Closing Date, and (ii) the payment date occurring in November
2014; provided that if the Majority Certificateholder fails to exercise such
option, the Bond Insurer will have the right to exercise such option, with
respect to only the Group 1 and Group 2 Bonds. The Group 4 Bonds are subject to
redemption in whole, but not in part, by the Majority Certificateholder, on or
after the earlier of (i) the payment date on which the aggregate Stated
Principal Balance of the Group 4 Loans as of the end of the prior Due Period is
less than or equal to 20% of the aggregate Stated Principal Balance of the Group
4 Loans as of the Cut-off Date and (ii) the payment date occurring in November
2014.

      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 scheduled reductions in the principal amount of a
Bond (or one or more predecessor Bonds) effected by payments of principal made
on any Payment Date


                                     A-1-3
<PAGE>

shall be binding upon all Holders of this Bond and of any bond issued upon the
registration of transfer thereof or in exchange therefor or in lieu thereof,
whether or not such payment is noted on such Bond. The final payment of this
Bond shall be payable upon presentation and surrender thereof on or after the
Payment Date thereof at the Corporate Trust Office or the office or agency of
the Issuer maintained by it for such purpose pursuant to Section 3.02 of the
Indenture.

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

      If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Bonds, the Bonds may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Bond Principal Balance of the Bonds, the amount payable to the 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 Plan
Assets or (2) (A) the acquisition, holding and transfer of a Bond will not give
rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code as a result of the Issuer, the Seller, the Depositor, the
Underwriters, the Owner Trustee, the Indenture Trustee, the Master Servicer, any
Subservicer, any other servicer, any administrator, any provider of credit
support, any owner of the Certificates, or any of their Affiliates being a
"Party in Interest" (within the meaning of ERISA) or Disqualified Person (within
the meaning of the Code) with respect to such Holder or Beneficial Owner that is
a Plan and (B) the Bonds are rated investment grade or better and such person
believes that the Bonds are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Bonds. Alternatively, regardless of the rating of the Bonds, such person may
provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
which opinion of counsel will not be at the expense of the Issuer, the Seller,
any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer
or any successor servicer which opines that the acquisition, holding and
transfer of such Bond or interest therein is permissible under applicable law,
will not constitute or result in a non-exempt prohibited transaction under ERISA
or Section 4975 of the Code and will not subject the Issuer, the Seller, the
Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master
Servicer or any successor servicer to any obligation in addition to those
undertaken in the Indenture.

      [Pursuant to the Indenture, unless a Bond Insurer Default (as defined in
the Indenture) exists (i) the Bond Insurer shall be deemed to be the holder of
the Class [_-A-_] Bonds for


                                     A-1-4
<PAGE>

certain purposes specified in the Indenture (other than with respect to payment
on the Class [_-A-_] Bonds), and will be entitled to exercise all rights of the
Bondholders thereunder, including the rights of Bondholders relating to the
occurrence of, and the remedies with respect to, an Event of Default, without
the consent of such Bondholders, and (ii) the Trustee may take actions which
would otherwise be at its option or within its discretion, including actions
relating to the occurrence of, and the remedies with respect to, an Event of
Default, only at the direction, or with the consent, of the Bond Insurer.]

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

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

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


                                     A-1-5
<PAGE>

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


                                     A-1-6
<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: November 24, 2004

                                            IMPAC CMB TRUST SERIES 2004-10
                                            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 Bonds referred to in the within-mentioned Indenture.

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee


By:____________________________________
    Authorized Signatory


                                     A-1-7
<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.


                                     A-1-8
<PAGE>

                                   ASSIGNMENT

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

              ____________________________________________________

              ____________________________________________________

              ____________________________________________________

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

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

Dated: __________________       ____________________________

Signature Guaranteed by ____________________________________

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


                                     A-1-9
<PAGE>

                                   EXHIBIT A-2

                          FORM OF CLASS [_]-M-[_] BONDS

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

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

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

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

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


                                     A-2-1
<PAGE>

                         IMPAC CMB TRUST SERIES 2004-10
                        COLLATERALIZED ASSET-BACKED BONDS
                                 CLASS [_]-M-[_]

AGGREGATE BOND PRINCIPAL                            BOND INTEREST
BALANCE:                                            RATE: Adjustable Rate
$[      ]

INITIAL BOND PRINCIPAL
BALANCE OF THIS BOND: $[       ]                    BOND NO. 1

PERCENTAGE INTEREST: 100%                           CUSIP NO. [      ]

      Impac CMB Trust Series 2004-10 (the "Issuer"), a Delaware statutory trust,
for value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of ______________________________ ($___________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in December 2004 and ending on or before the Payment Date occurring
in [__________] (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 2004-10 (the "Bonds"), issued under an Indenture
dated as of November 24, 2004 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Bonds and the terms upon which the Bonds are to
be authenticated and delivered. All terms used in this Bond which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

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

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


                                     A-2-2
<PAGE>

      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 Group 1 Bonds, Group 2 Bonds and Group 3 Bonds are subject to
redemption in whole, but not in part, by the Majority Certificateholder, on or
after the earlier of (i) the payment date on which the aggregate Stated
Principal Balance of the Group 1 Loans, Group 2 Loans, Group 3 Loans and the
amounts on deposit in the Group 2 Pre-Funding Account as of the end of the prior
Due Period is less than or equal to 20% of the sum of the aggregate Stated
Principal Balance of the Group 1 Loans, Group 2 Loans and Group 3 Loans as of
the Cut-off Date and the aggregate amount deposited into the Group 2 Pre-Funding
Account on the Closing Date, and (ii) the payment date occurring in November
2014; provided that if the Majority Certificateholder fails to exercise such
option, the Bond Insurer will have the right to exercise such option, with
respect to only the Group 1 and Group 2 Bonds. The Group 4 Bonds are subject to
redemption in whole, but not in part, by the Majority Certificateholder, on or
after the earlier of (i) the payment date on which the aggregate Stated
Principal Balance of the Group 4 Loans as of the end of the prior Due Period is
less than or equal to 20% of the aggregate Stated Principal Balance of the Group
4 Loans as of the Cut-off Date and (ii) the payment date occurring in November
2014.

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

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


                                     A-2-3
<PAGE>

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

      If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Bonds, the Bonds may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Bond Principal Balance of the Bonds, the amount payable to the Holder of this
Bond will be equal to the sum of the unpaid Bond Principal Balance of the Bonds,
together with accrued and unpaid interest thereon 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 Plan
Assets or (2) (A) the acquisition, holding and transfer of a Bond will not give
rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code as a result of the Issuer, the Seller, the Depositor, the
Underwriters, the Owner Trustee, the Indenture Trustee, the Master Servicer, any
Subservicer, any other servicer, any administrator, any provider of credit
support, any owner of the Certificates, or any of their Affiliates being a
"Party in Interest" (within the meaning of ERISA) or Disqualified Person (within
the meaning of the Code) with respect to such Holder or Beneficial Owner that is
a Plan and (B) the Bonds are rated investment grade or better and such person
believes that the Bonds are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Bonds. Alternatively, regardless of the rating of the Bonds, such person may
provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
which opinion of counsel will not be at the expense of the Issuer, the Seller,
any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer
or any successor servicer which opines that the acquisition, holding and
transfer of such Bond or interest therein is permissible under applicable law,
will not constitute or result in a non-exempt prohibited transaction under ERISA
or Section 4975 of the Code and will not subject the Issuer, the Seller, the
Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master
Servicer or any successor servicer to any obligation in addition to those
undertaken in the Indenture.

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


                                     A-2-4
<PAGE>

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

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

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

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


                                     A-2-5
<PAGE>

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

Dated: November 24, 2004

                                          IMPAC CMB TRUST SERIES 2004-10
                                          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 Bonds referred to in the within-mentioned Indenture.

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee


By: ________________________________
    Authorized Signatory


                                     A-2-6
<PAGE>

                                  ABBREVIATIONS

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

        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.


                                     A-2-7
<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND
                                 TRANSFERS UNTO

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

              ____________________________________________________

              ____________________________________________________

              ____________________________________________________

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

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

Dated: __________________       ____________________________

Signature Guaranteed by ____________________________________

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


                                     A-2-8
<PAGE>

                                   EXHIBIT A-3

                             FORM OF CLASS 4-B BONDS

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

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

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

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

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


                                     A-3-1
<PAGE>

                         IMPAC CMB TRUST SERIES 2004-10
                        COLLATERALIZED ASSET-BACKED BONDS
                                    CLASS 4-B

AGGREGATE BOND PRINCIPAL                           BOND INTEREST
BALANCE:
$[      ]                                          RATE: [Adjustable Rate]
INITIAL BOND PRINCIPAL
BALANCE OF THIS BOND: $[      ]                    BOND NO. 1
PERCENTAGE INTEREST: 100%                          CUSIP NO. [      ]

      Impac CMB Trust Series 2004-10 (the "Issuer"), a Delaware statutory trust,
for value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of ______________________________ ($___________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in December 2004 and ending on or before the Payment Date occurring
in [__________] (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 2004-10 (the "Bonds"), issued under an Indenture
dated as of November 24, 2004 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Bonds and the terms upon which the Bonds are to
be authenticated and delivered. All terms used in this Bond which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

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

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


                                     A-3-2
<PAGE>

      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 Group 1 Bonds, Group 2 Bonds and Group 3 Bonds are subject to
redemption in whole, but not in part, by the Majority Certificateholder, on or
after the earlier of (i) the payment date on which the aggregate Stated
Principal Balance of the Group 1 Loans, Group 2 Loans and Group 3 Loans as of
the end of the prior Due Period is less than or equal to 20% of the sum of the
aggregate Stated Principal Balance of the Group 1 Loans, Group 2 Loans and Group
3 Loans as of the Cut-off Date and (ii) the payment date occurring in November
2014; provided that if the Majority Certificateholder fails to exercise such
option, the Bond Insurer will have the right to exercise such option. The Group
4 Bonds are subject to redemption in whole, but not in part, by the Majority
Certificateholder, on or after the earlier of (i) the payment date on which the
aggregate Stated Principal Balance of the Group 4 Loans as of the end of the
prior Due Period is less than or equal to 20% of the aggregate Stated Principal
Balance of the Group 4 Loans as of the Cut-off Date and (ii) the payment date
occurring in November 2014.

      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 4-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 4-B Bonds pursuant to the Indenture
and the rights conveyed to the Issuer under the Indenture.

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

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


                                     A-3-3
<PAGE>

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

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

      Prior to the due presentment for registration of transfer of this Bond,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Bond is registered as the owner
of such Bond (i) on the applicable Record Date


                                     A-3-4
<PAGE>

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

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

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

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


                                     A-3-5
<PAGE>

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

Dated: November 24, 2004
                                            IMPAC CMB TRUST SERIES 2004-10
                                            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 Bonds referred to in the within-mentioned Indenture.

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee


By: ____________________________
    Authorized Signatory


                                     A-3-6
<PAGE>

                                  ABBREVIATIONS

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

         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.


                                     A-3-7
<PAGE>

                                   ASSIGNMENT

          FOR VALUE RECEIVED, THE UNDERSIGNED HEREBY SELLS, ASSIGNS AND
                                 TRANSFERS UNTO

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

              ____________________________________________________

              ____________________________________________________

              ____________________________________________________

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

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

Dated: __________________       ____________________________

Signature Guaranteed by ____________________________________

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


                                     A-3-8
<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                                (Filed Manually)


                                      B-1
<PAGE>

                                    EXHIBIT C

                          FORM OF INITIAL CERTIFICATION

                                                           _______________, 200_

[Issuer]

[Bond Insurer]

[Master Servicer]

Attention: Impac CMB Trust Series 2004-10

            Re: Indenture dated as of November 24, 2004, between Impac CMB Trust
                Series 2004-10 and Deutsche Bank National Trust Company

Ladies and Gentlemen:

            In accordance with Section 2.03(a) of the above-captioned Indenture,
and Section 2.1(b)(i)-(v) of the Mortgage Loan Purchase Agreement, dated as of
November 24, 2004 between Impac Mortgage Holdings, Inc. and Impac Funding
Corporation (the "MLPA"; 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 MLPA should be included in any Mortgage File. The Indenture Trustee makes no
representations as to and shall not be responsible to verify: (i) the validity,
legality, sufficiency, enforceability, due authorization, recordability or
genuineness of any of the documents contained in each Mortgage File of any of
the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the
collectability, insurability, effectiveness or suitability of any such Mortgage
Loan, or (iii) the existence of any assumption, modification, written assurance
or substitution agreement with respect to any Mortgage File if no such documents
appear in the Mortgage File delivered to the Indenture Trustee.


                                      C-1
<PAGE>

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

                                                DEUTSCHE BANK NATIONAL
                                                TRUST COMPANY,
                                                as Indenture Trustee

                                                By: ____________________________
                                                    Name:
                                                    Title:


                                      C-2
<PAGE>

                                    EXHIBIT D

                           FORM OF FINAL CERTIFICATION

                                                           ______________, 200__

[Issuer]

[Bond Insurer]

[Master Servicer]

Attention: Impac CMB Trust Series 2004-10

           Re: Indenture, dated as of November 24, 2004, between Impac CMB Trust
               Series 2004-10 and Deutsche Bank National Trust Company

Ladies and Gentlemen:

            In accordance with Section 2.03(b) of the above-captioned Indenture,
and Section 2.1(b) of the Mortgage Loan Purchase Agreement, dated as of November
24, 2004, between Impac Mortgage Holdings, Inc. (formerly known as Imperial
Credit Mortgage Holdings, Inc.) and Impac Funding Corporation (formerly known as
ICI Funding Corporation) (the "MLPA"; 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 MLPA.

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


                                      D-1
<PAGE>

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

                                                DEUTSCHE BANK NATIONAL
                                                TRUST COMPANY,
                                                as Indenture Trustee

                                                By: ____________________________
                                                Name:
                                                Title:


                                      D-2
<PAGE>

                                    EXHIBIT E

                              DERIVATIVE CONTRACTS

                             (Provided Upon Request)


                                      E-1
<PAGE>

                                    EXHIBIT F

                        SPECIAL CERTIFICATE CAP CONTRACT

                             (Provided Upon Request)


                                      F-1
<PAGE>

                                    EXHIBIT G

                          FORM OF BOND INSURANCE POLICY


                                      G-1
<PAGE>

                                    EXHIBIT H

                     FORM OF SUBSEQUENT TRANSFER INSTRUMENT

      Pursuant to this Subsequent Transfer Instrument, dated [_______________]
(the "Instrument"), between IMH Assets Corp. as Seller (the "Company"), and
Deutsche Bank National Trust Company as indenture trustee of the IMH Assets
Corp., Collateralized Asset-Backed Bonds, Series 2004-10, as purchaser (the
"Indenture Trustee"), on behalf of Impac CMB Trust Series 2004-10 (the
"Issuer"), as purchaser, and pursuant to the Indenture, dated as of November 24,
2004 (the "Indenture"), between the Issuer and the Indenture Trustee, as
indenture trustee, the Company and the Indenture Trustee agree to the sale by
the Company and the purchase by the Indenture Trustee in trust, on behalf of the
Trust, of the Group 2 Subsequent Mortgage Loans on the attached Schedule 1 of
Mortgage Loans (the "Group 2 Subsequent Mortgage Loans").

      Capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Indenture.

            Section 1. Conveyance of Group 2 Subsequent Mortgage Loans;
Acceptance of Mortgage Loans by the Indenture Trustee.

            (a) The Company does hereby sell, transfer, assign, set over and
convey to the Indenture Trustee in trust, on behalf of the Trust, without
recourse, all of its right, title and interest in and to the Group 2 Subsequent
Mortgage Loans, including all amounts due on the Group 2 Subsequent Mortgage
Loans after the related Subsequent Cut-off Date, and all items with respect to
the Group 2 Subsequent Mortgage Loans to be delivered pursuant to Section 2.05
of the Indenture; provided, however that the Company reserves and retains all
right, title and interest in and to amounts due on the Group 2 Subsequent
Mortgage Loans on or prior to the related Subsequent Cut-off Date. The Company,
contemporaneously with the delivery of this Agreement, has delivered or caused
to be delivered to the Indenture Trustee (or the Custodian) each item set forth
in, and as provided, in Section 2.05 of the Indenture. The transfer to the
Indenture Trustee by the Company of the Group 2 Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule shall be absolute and is intended by
the Company, the Master Servicer, the Indenture Trustee, the Bondholders to
constitute and to be treated as a sale by the Company to the Trust Fund.

            (b) The Company, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Indenture Trustee without recourse for the benefit of the Bondholders all the
right, title and interest of the Company, in, to and under the Group 2
Subsequent Mortgage Loan Purchase Agreement, dated [_______________], between
the Company, as purchaser, and Impac Mortgage Holdings, Inc., as seller (the
"Purchase Agreement").

            (c) The Custodian as agent for the Indenture Trustee acknowledges
receipt of, subject to the exceptions it notes pursuant to the procedures
described in Section 2.03 of the Indenture, the documents (or certified copies
thereof) referred to in Section 2.1(b) of the Group 2 Subsequent Mortgage Loan
Purchase Agreement, and declares that it holds and will continue to


                                      H-2
<PAGE>

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.

            (d) Additional terms of the sale are set forth on Attachment A
hereto.

            Section 2. Representations and Warranties; Conditions Precedent.

            (a) The Company hereby confirms that each of the conditions and the
representations and warranties set forth in Section 2.05 of the Indenture are
satisfied as of the date hereof.

            (b) All terms and conditions of the Indenture are hereby ratified
and confirmed; provided, however, that in the event of any conflict, the
provisions of this Instrument shall control over the conflicting provisions of
the Indenture.

            Section 3. Recordation of Instrument.

            To the extent permitted by applicable law, this Instrument, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the properties
subject to the Mortgages are situated, and in any other appropriate public
recording office or elsewhere, such recordation to be effected by the Master
Servicer at the Bondholders' expense on direction of the related Bondholders,
but only when accompanied by an Opinion of Counsel to the effect that such
recordation materially and beneficially affects the interests of the Bondholders
or is necessary for the administration or servicing of the Group [_] Subsequent
Mortgage Loans.

            Section 4. Governing Law.

            This Instrument shall be construed in accordance with the laws of
the State of New York and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws, without giving
effect to principles of conflicts of law.

            Section 5. Counterparts.

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

            Section 6. Successors and Assigns.

            This Instrument shall inure to the benefit of and be binding upon
the Company, the Custodian and the Indenture Trustee and their respective
successors and assigns.


                                      H-2
<PAGE>

IMH ASSETS CORP.


By: ____________________________
Name:
Title:

DEUTSCHE BANK NATIONAL TRUST COMPANY,
not in its individual capacity but solely
as Indenture Trustee for the Trust.


By: ____________________________
Name:
Title:


                                      H-3
<PAGE>

                                   EXHIBIT I-1

                               FORM OF DEMAND NOTE

                         Impac CMB Trust Series 2004-10
                                     [DATE]

      ON DEMAND, for value received, Impac Mortgage Holdings, Inc. ("Impac"),
promises to pay, in lawful money of the United States of America, to Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee")
under the Indenture, dated as of November 24, 2004 (the "Indenture"), between
the Indenture Trustee and Impac CMB Trust Series 2004-10, as Issuer, on this
date in an amount up to $[__________].

      This Demand Note shall be governed by, and for all purposes construed in
accordance with, the laws of the State of New York.

                                                  IMPAC MORTGAGE HOLDINGS, INC.

                                                  By:    _______________________
                                                  Name:  _______________________
                                                  Title: _______________________

                                            Address:     1401 Dove Street
                                                         Newport Beach, CA 92660


                                      I-1
<PAGE>

                                   EXHIBIT I-2

                             FORM OF DEMAND REQUEST

To:   Impac Mortgage Holdings, Inc.
      1401 Dove Street
      Newport Beach, CA 92660
      Attention: General Counsel
      Telephone: (949) 475-3942
      Telecopier: (949) 475-3969

Re:   Impac CMB Trust Series 2004-10
      Collateralized Asset-Backed Bonds, Series 2004-10 --Demand Note

Payment Date: __________________________________________

      We refer to that certain Indenture dated as of November 24, 2004 (the
"Indenture"), by and between Impac CMB Trust Series 2004-10, as Issuer and
Deutsche Bank National Trust Company, as Indenture Trustee, relating to the
above-referenced Notes and Demand Note. All capitalized terms not otherwise
defined herein shall have the same respective meanings assigned to such terms in
the Indenture.

      The Indenture Trustee has determined that the Demand Note Amount in
respect of the above- referenced Payment Date payable under the Demand Note and,
accordingly, this statement constitutes a demand for payment under the Demand
Note in the amount of $__________ plus interest thereon.

      No payment demanded hereunder is in excess of the amount payable under the
Demand Note.

      The amount demanded in this Demand Request should be paid to: [Payment
Instructions].


                                     I-2-1
<PAGE>

      IN WITNESS WHEREOF, the Indenture Trustee has executed and delivered this
Demand Request this ___ day of __________.

                                                 DEUTSCHE BANK NATIONAL TRUST
                                                 COMPANY,
                                                 as Indenture Trustee


                                                 By:    ________________________
                                                 Title: ________________________


                                     I-2-2
<PAGE>

                                    EXHIBIT J

                             FORM OF ADDITION NOTICE

                                                             December [__], 2004

Deutsche Bank National Trust Company
1761 East St. Andrew Place
Santa Ana, California 92705-4934

      RE:   Indenture, dated as of November 24, 2004, between Impac CMB Trust
            Series 2004-10, a Delaware business trust, as Issuer (the "Issuer"),
            and Deutsche Bank National Trust Company, as Indenture Trustee (the
            "Indenture Trustee"), relating to IMH Assets Corp., Collateralized
            Asset-Backed Bonds, Series 2004-10, Group 2 Subsequent Transfer

Ladies and Gentlemen:

            Pursuant to Section 2.05 of the Indenture, Issuer has designated
Group 2 Subsequent Mortgage Loans to be transferred to the Indenture Trustee on
December [__], 2004, with an approximate aggregate principal balance of
$[______________]. Capitalized terms not otherwise defined herein have the
meaning set forth in the Indenture.

            Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of
the undersigned.

                                            Very truly yours,

                                            IMPAC CMB TRUST SERIES 2004-10,
                                            as Issuer
                                            Wilmington Trust Company, not in its
                                            individual capacity but solely as
                                            Owner Trustee


                                            By: ________________________________
                                            Name:
                                            Title:


                                      J-1
<PAGE>

ACKNOWLEDGED AND AGREED:

Deutsche Bank National Trust Company, not in its individual capacity but solely
as Indenture Trustee for the Trust.


By:________________________________
Name:
Title:


                                      J-2

<PAGE>

                                   APPENDIX A

                                   DEFINITIONS

      Accrual Period: With respect to each Class of Bonds and any Payment Date,
the period from the preceding Payment Date (or, in the case of the first Payment
Date, from the Closing Date) through the day preceding such Payment Date.

      Accrued Bond Interest: With respect to any Payment Date and each Class of
Bonds, interest accrued during the related Accrual Period at the then-applicable
Bond Interest Rate on the related Bond Principal Balance 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 shall be calculated on the basis of the
actual number of days in the Accrual Period and a 360-day year.

      Addition Notice: With respect to the transfer of Group 2 Subsequent
Mortgage Loans to the Trust Estate pursuant to Section 2.05, a notice of the
Company's designation of the Group 2 Subsequent Mortgage Loans to be sold to the
Trust Estate and the aggregate Stated Principal Balance of such Group 2
Subsequent Mortgage Loans as of the related Subsequent Cut-off Date. The
Addition Notice shall be given not later than three Business Days prior to the
related Subsequent Transfer Date and shall be substantially in the form of
Exhibit J.

      Additional Derivative Contract Counterparty Payment: With respect to any
Payment Date, any termination payments payable to the Derivative Contract
Counterparty as a result of a default of the Derivative Contract Counterparty
under the related Derivative Contracts.

      Adjustment Date: As to each Mortgage 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 Class of Bonds and any
Payment Date, an amount equal to the sum of any related Realized Loss allocated
to reduce the Bond Principal Balance of that Class of Bonds on that Payment Date
and any Allocated Realized Loss Amount for that Class remaining unpaid from the
previous Payment Date, less the amount of any Subsequent Recoveries added to the
Bond Principal Balance of such Bond; provided however, that for purposes of the
Bond Insurance Policy and for determining any amounts payable thereunder, the
term "Allocated Realized Loss Amount" shall have the meaning set forth in the
Bond Insurance Policy.

<PAGE>

      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 sale 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.

      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: The Group 1 Available Funds, Group 2 Available Funds,
Group 3 Available Funds or Group 4 Available Funds, as applicable.

      Available Funds Rate: On any Payment Date and with respect to the Group 1
Bonds, the per annum rate equal to the product of:

      (i)   (A)   the product of:

            (1)   the Group 1 Net WAC Rate; and

            (2)   a fraction equal to

                  (x) the aggregate Stated Principal Balance of the Group 1
            Loans as of the end of the prior Due Period divided by

                  (y) the aggregate Bond Principal Balance of the Group 1 Bonds
            immediately prior to such Payment Date, minus

            (B)   the Policy Premium Rate in respect of the Class 1-A Bonds and

      (ii) a fraction equal to (x) 30 divided by (y) the number of days in the
related Accrual Period.

      On any Payment Date and with respect to the Group 2 Bonds, the per annum
rate equal to the product of:


                                       2
<PAGE>

      (i)   (A)   the product of:

            (1)   the Group 2 Net WAC Rate and

            (2)   The amount of interest earned on amounts on deposit in the
                  Group 2 Pre-Funding Account from the prior payment date to the
                  current payment date, expressed as a percentage of the Group 2
                  Pre-Funded Amount at the end of the prior Due Period and
                  converted to a per annum rate,

                  In the case of (1) the aggregate Stated Principal Balance of
                  the Group 2 Loans as of the end of the prior Due Period, and
                  in the case of (2) weighted on the basis of the Group 2
                  Pre-Funded Amount as of the end of the related Due Period,
                  minus

            (B)   the Policy Premium Rate in respect of the Group 2 Bonds and

      (ii)  a fraction equal to (x) 30 divided by (y) the number of days in the
            related Accrual Period.

      On any Payment Date with respect to the Group 3 Bonds, the per annum rate
equal to the product of:

      (i)   the product of:

            (1)   the Group 3 Net WAC Rate and

            (2)   a fraction equal to

                  (x) the aggregate Stated Principal Balance of the Group 3
            Loans as of the end of the prior Due Period divided by

                  (y) the aggregate Bond Principal Balance of the Group 3 Bonds
            immediately prior to such Payment Date, and

      (ii) a fraction equal to (x) 30 divided by (y) the number of days in the
related Accrual Period.

      On any Payment Date with respect to the Group 4 Bonds, the per annum rate
equal to the product of:

      (i)   the product of:

            (1)   the Group 4 Net WAC Rate and

            (2)   a fraction equal to

                  (x) the aggregate Stated Principal Balance of the Group 4
            Loans as of the end of the prior Due Period divided by


                                       3
<PAGE>

                  (y) the aggregate Bond Principal Balance of the Group 4 Bonds
            immediately prior to such Payment Date, and

      (ii) a fraction equal to (x) 30 divided by (y) the number of days in the
related Accrual Period.

      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 Purchase Agreement, any
Group 2 Subsequent Mortgage Loan Purchase Agreement, the Insurance Agreement,
the Derivative Contracts, the Special Certificate Cap Contract and the other
documents and certificates delivered in connection with any of the above.

      Basic Principal Distribution Amount: With respect to any Payment Date and
each Loan Group, the lesser of (a) the excess of (i) the related Available Funds
for such Payment Date over (ii) the aggregate amount of Accrued Bond Interest
for the related Bonds for such Payment Date and (b) the excess of (i) the
related Principal Remittance Amount for such Payment Date over (ii) the related
Overcollateralization Release Amount, if any, for such Payment Date.

      Basis Risk Shortfall: With respect to any Class of Bonds, on each Payment
Date where clause (iii) of the definition of "Bond Interest Rate" is less than
clauses (i) or (ii) of the definition of "Bond Interest Rate", the excess, if
any, of (x) the aggregate Accrued Bond Interest thereon for such Payment Date
calculated pursuant to the lesser of clause (i) or (ii) of the definition of
Bond Interest Rate over (y) interest accrued on the related Mortgage Loans at
the related Available Funds Rate.

      Basis Risk Shortfall Carry-Forward Amount: With respect to each Class of
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 Bond Interest Rate for
such Payment Date, to the extent previously unreimbursed by the related
Derivative Contracts or by related 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: A Class A, Class M or Class 4-B Bond.

      Bond Insurance Policy: The surety bond issued by the Bond Insurer for the
benefit of the Class 1-A-1, Class 1-A-2 and Class 2-A Bondholders.


                                       4
<PAGE>

      Bond Insurer: Financial Guaranty Insurance Company, a New York-domiciled
stock insurance corporation, any successor thereto or any replacement bond
insurer substituted pursuant to Section 3.30 of the Indenture.

      Bond Insurer Default: The existence and continuance of any of the
following: (a) a failure by the Bond Insurer to make a payment required under
the Bond Insurance Policy in accordance with its terms; or (b)(i) the Bond
Insurer (A) files any petition or commences any case or proceeding under any
provision or chapter of the Bankruptcy Code or any other similar federal or
state law relating to insolvency, bankruptcy, rehabilitation, liquidation or
reorganization, (B) makes a general assignment for the benefit of its creditors,
or (C) has an order for relief entered against it under the Bankruptcy Code or
any other similar federal or state law relating to insolvency, bankruptcy,
rehabilitation, liquidation or reorganization which is final and nonappealable;
or (ii) a court of competent jurisdiction, the New York Department of Insurance
or other competent regulatory authority enters a final and nonappealable order,
judgment or decree (A) appointing a custodian, trustee, agent or receiver for
the Bond Insurer or for all or any material portion of its property or (B)
authorizing the taking of possession by a custodian, trustee, agent or receiver
of the Bond Insurer (or the taking of possession of all or any material portion
of the property of the Bond Insurer).

      Bond Interest Rate: With respect to each Payment Date and each Class of
Bonds, a floating rate equal to the least of (i) One-Month LIBOR plus the
related Bond Margin, (ii) the related Maximum Bond Interest Rate and (iii) the
related Available Funds Rate with respect to such Payment Date.

      Bond Margin: With respect to the Class 1-A-1 Bonds, on any Payment Date
prior to the Step-Up Date, 0.320% per annum, and on any Payment Date on and
after the Step-Up Date, 0.640% per annum. With respect to the Class 1-A-2 Bonds,
on any Payment Date prior to the Step-Up Date, 0.350% per annum, and on any
Payment Date on and after the Step-Up Date, 0.700% per annum. With respect to
the Class 2-A Bonds, on any Payment Date prior to the Step-Up Date, 0.320% per
annum, and on any Payment Date on and after the Step-Up Date, 0.640% per annum.
With respect to the Class 3-A-1 Bonds, on any Payment Date prior to the Step-Up
Date, 0.350% per annum, and on any Payment Date on and after the Step-Up Date,
0.700% per annum. With respect to the Class 3-A-2 Bonds, on any Payment Date
prior to the Step-Up Date, 0.400% per annum, and on any Payment Date on and
after the Step-Up Date, 0.800% per annum. With respect to the Class 3-M-1 Bonds,
on any Payment Date prior to the Step-Up Date, 0.570% per annum, and on any
Payment Date on and after the Step-Up Date, 0.855% per annum. With respect to
the Class 3-M-2 Bonds, on any Payment Date prior to the Step-Up Date, 0.590% per
annum, and on any Payment Date on and after the Step-Up Date, 0.885% per annum.
With respect to the Class 3-M-3 Bonds, on any Payment Date prior to the Step-Up
Date, 0.650% per annum, and on any Payment Date on and after the Step-Up Date,
0.975% per annum. With respect to the Class 3-M-4 Bonds, on any Payment Date
prior to the Step-Up Date, 1.050% per annum, and on any Payment Date on and
after the Step-Up Date, 1.575% per annum. With respect to the Class 3-M-5 Bonds,
on any Payment Date prior to the Step-Up Date, 1.200% per annum, and on any
Payment Date on and after the Step-Up Date, 1.800% per annum. With respect to
the Class 4-A-1 Bonds, on any Payment Date prior to the Step-Up Date, 0.307% per
annum, and on any Payment Date on and after the Step-Up Date,


                                       5
<PAGE>

0.740 % per annum. With respect to the Class 4-A-2 Bonds, on any Payment Date
prior to the Step-Up Date, 0.470% per annum, and on any Payment Date on and
after the Step-Up Date, 0.940% per annum. With respect to the Class 4-M-1 Bonds,
on any Payment Date prior to the Step-Up Date, 0.600% per annum, and on any
Payment Date on and after the Step-Up Date, 0.900% per annum. With respect to
the Class 4-M-2 Bonds, on any Payment Date prior to the Step-Up Date, 1.000% per
annum, and on any Payment Date on and after the Step-Up Date, 1.500% per annum.
With respect to the Class 4-B Bonds, on any Payment Date prior to the Step-Up
Date, 1.850% per annum, and on any Payment Date on and after the Step-Up Date,
2.775% per annum.

      Bond Owner: The Beneficial Owner of a Bond.

      Bond Principal Balance: With respect to any Bond as of 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 Bond, the aggregate amount of any reductions in the Bond
Principal Balance thereof deemed to have occurred in connection with allocations
of Realized Losses on all prior Payment Dates; provided that, the Bond Principal
Balance of any Class of Bonds with the highest payment priority to which
Realized Losses have been allocated shall be increased by the amount of any
Subsequent Recoveries on the related Mortgage Loans not previously allocated,
but not by more than the amount of Realized Losses previously allocated to
reduce the Bond Principal Balance of that Class. 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.

      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.

      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 holders, 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 a
Responsible Officer of the Indenture Trustee or the Owner Trustee actually 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.
Any bonds on which payments are made under the Bond Insurance Policy shall be
deemed Outstanding until the Bond Insurer has been reimbursed with respect
thereto and the Bond Insurer shall be deemed the Bondholder thereof to the
extent of such unreimbursed payment.


                                       6
<PAGE>

      Bonds: The Class A Bonds, Class M Bonds and Class 4-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, California or
in the city in which the corporate trust offices of the Indenture Trustee or the
principal office of the Bond Insurer are located, are required or authorized by
law to be closed.

      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.

      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 Statutory Trust Statute.

      Certificates or Trust Certificates: The Impac CMB Trust Series 2004-10
Trust Certificates, Series 2004-10, 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.


                                       7
<PAGE>

      Class: Any of the Class A Bonds, Class M Bonds or Class 4-B Bonds.

      Class A Bonds: The Class 1-A-1, Class 1-A-2, Class 2-A, Class 3-A-1, Class
3-A-2, Class 4-A-1 and Class 4-A-2 Bonds in the form attached as Exhibit A-1 to
the Indenture.

      Class B Bonds: The Class 4-B Bonds in the form attached as Exhibit A-3 to
the Indenture.

      Class M Bonds: The Class 3-M-1, Class 3-M-2, Class 3-M-3, Class 3-M-4,
Class 3-M-5, Class 4-M-1 and Class 4-M-2 Bonds in the form attached as Exhibit
A-2 to the Indenture.

      CMSA IRP: Commercial Mortgage Securities Association Investor Reporting
Package.

      Closing Date: November 24, 2004.

      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.

      Commission: The Securities and Exchange Commission.

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

      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, Attention: IM0410. 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 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 2004-10 (IM0410).

      Corrected Mortgage Loan: Any Multifamily Loan which is no longer a
Specially Serviced Mortgage Loan as a result of the curing of any event of
default under such Specially Serviced Mortgage Loan through a modification,
restructuring or workout negotiated by the


                                       8
<PAGE>

Master Servicer, or a Special Servicer on the Master Servicer's behalf, and
evidenced by a signed writing.

      Countrywide: Countrywide Home Loans Servicing LP or its successor in
interest.

      Cross-Collateralized Loss Payments: For any Payment Date and each Loan
Group, the amount, if any, of Crossable Excess from such Loan Group available to
cover Crossable Losses in the other Loan Groups as provided in Section 3.05 of
the Indenture.

      Crossable Excess: With respect to Loan Group 1, Loan Group 2, Loan Group 3
and Loan Group 4 and any Payment Date, an amount equal to the related Net
Monthly Excess Cashflow remaining after payments have been made pursuant to
Section 3.05(d)(iv), Section 3.05(g)(iv) and Section 3.05(n)(ii) of the
Indenture, respectively.

      Crossable Losses: With respect to any Loan Group and any Payment Date, an
amount equal to any Realized Losses suffered by any Mortgage Loan in such Loan
Group, to the extent that such Realized Losses have not been covered by related
Net Monthly Excess Cashflow on such Payment Date, and any previously
unreimbursed Realized Losses suffered by any Mortgage Loans in such Loan Group
to the extent such Realized Losses have not been covered by related and
non-related Net Monthly Excess Cashflow on prior Payment Dates.

      Cut-off Date: With respect to the initial mortgage loans, November 1,
2004, and with respect to the Group 2 Subsequent Mortgage Loans, the applicable
Subsequent Cut-off Date.

      Cut-off Date Balance: The aggregate Stated Principal Balance of the
Mortgage Loans as of the Cut-off Date.

      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 Coverage Ratio: With respect to any Group 4 Loan at any given
time, the ratio of (i) the Net Cash Flow of the related Mortgaged Property for a
twelve-month period to (ii) the annualized scheduled payments on the Group 4
Loan.

      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.

      Deficiency Amount: With respect to any Payment Date and each Class of
Insured Bonds, an amount, if any, equal to the sum of:


                                       9
<PAGE>

      (1)   the amount by which the aggregate amount of Accrued Bond Interest on
            the related Insured Bonds on that Payment Date exceeds the related
            Available Funds and any Crossable Excesses; and

      (2)   (i) with respect to any Payment Date that is not the Final Scheduled
            Payment Date, any Allocated Realized Loss Amount for that Payment
            Date (without giving effect to any payments in respect of such
            Allocated Realized Loss Amounts from the Bond Insurance Policy), to
            the extent not applied to reduce the related or non-related Net
            Monthly Excess Cashflow on such Payment Date or not otherwise
            previously reimbursed from payments under the Bond Insurance Policy
            or otherwise; or

            (ii) on the Final Scheduled Payment Date, the aggregate outstanding
            Bond Principal Balance of the Insured Bonds to the extent otherwise
            not paid on that date.

      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.

      Demand Note: The demand note executed by the Seller for payment to the
Indenture Trustee, a form of which is attached as Exhibit H-1 to the Indenture.

      Demand Note Amount: With respect to the Payment Date in December 2005
shall equal any shortfalls in payments to be made on the Group 1 Bonds, the
Group 2 Bonds or the Group 3 Bonds, as applicable, on such Payment Date due to
(i) Realized Losses on the related Mortgage Loans during the prior Due Period
and (ii) prepayments on the related Mortgage Loans during the related Prepayment
Period, to the extent of the Maximum Demand Note Amount.

      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.

      Derivative Contracts: The Group 1/2/3 Derivative Contracts or Group 4
Derivative Contracts, as applicable.


                                       10
<PAGE>

      Derivative Contract Counterparty: Lehman Brothers Derivative Products Inc.

      Determination Date: With respect to any Payment Date, the 15th day 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 day of the month on
which each scheduled Monthly Payment is due.

      Due Period: With respect to any Payment Date and the Mortgage Loans, the
period commencing on the second day of the month immediately 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) a
segregated account maintained with a federal or state chartered depository
institution (A) the short-term obligations of which are rated A-1+ or better by
Standard & Poor's and P-1 by Moody's at the time of any deposit therein or (B)
fully insured to the limits established by the FDIC, provided that any deposits
not so insured shall, to the extent acceptable to the Bond Insurer and each
Rating Agency, as evidenced in writing, be maintained such that (as evidenced by
an Opinion of Counsel delivered to the Indenture Trustee, the Bond Insurer 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, (ii) a segregated trust
account or accounts maintained with a federal or state chartered depository
institution or trust company subject to regulations regarding fiduciary funds on
deposit similar to Title 12 of the Code of Federal Regulations Section 9.10(b),
which, in either case, has corporate trust powers, acting in its fiduciary
capacity, or (iii) in the case of the Collection Account or Servicing 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 or the Subservicer (or
an affiliate thereof), as long as their short term debt obligations are rated
P-1 by Moody's and A-1+ by Standard & Poor's or better and their long term debt
obligations are rated A2 by Moody's and AA- by Standard & Poor's or better, (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 without taking into account the Bond Insurance Policy and acceptable to
the Bond Insurer as evidenced in writing.

      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,


                                       11
<PAGE>

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 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
and the Bond Insurer.


                                       12
<PAGE>

      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 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 non-statistical representation and
warranty set forth in Section 3.1(b) of the Mortgage Loan Purchase Agreement 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 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; (vi) not be
30 days or more delinquent; and (vii) be an adjustable-rate first lien mortgage
loan, if being substituted for a Mortgage Loan secured by a first lien on the
related Mortgaged Property.

      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 failure by the Issuer to pay (a) Accrued Bond Interest on any Class
of Bonds or the Principal Distribution Amount with respect to a Payment Date on
such Payment Date or (b) the Unpaid Interest Shortfall with respect to any 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 of the Class A Bonds, Class M Bonds or
the Class 4-B Bonds to zero; or


                                       13
<PAGE>

      (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 Bond
Insurer, or if a Bond Insurer Default exists, the Holders of at least 25% of the
aggregate Bond Principal Balance of the Outstanding Bonds, a written notice
specifying such 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.

      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 applicable Subservicing Fee Rate, the Minimum
Spread Rate, the Indenture Trustee's Fee Rate, the Owner Trustee's Fee Rate, the
Radian PMI Rate, if such Mortgage Loan is a Radian PMI Insured Loan, and the
related Net Derivative Fee 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.


                                       14
<PAGE>

      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.

      Final Scheduled Payment Date: With respect to each Class of Group 1 Bonds,
Group 2 Bonds, Group 3 Bonds and Group 4 Bonds, the Payment Date in March 2035.

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

      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.

      Funding Period: With respect to Loan Group 2, the period from the Closing
Date until the earlier of (i) the date on which the amount on deposit in the
Group 2 Pre-Funding Account is reduced to less than $10,000 or (ii) December 24,
2004.

      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 Mortgage 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.

      Group 1 Available Funds: For any payment date, an amount equal to the
amount received by the Indenture Trustee and available in the Payment Account on
that payment date in respect of the Group 1 Loans. The Group 1 Available Funds
will generally be equal to (a) the sum of (1) the aggregate amount of scheduled
payments on the Group 1 Loans received or advanced that were due during the
related Due Period, (2) any unscheduled payments and receipts on the Group 1
Loans, including mortgagor prepayments on such mortgage loans, the proceeds of
any repurchase of the Group 1 Loans by the Master Servicer or Seller, Insurance
Proceeds (including amounts paid under the Radian Lender-Paid PMI Policy),
Subsequent Recoveries and


                                       15
<PAGE>

Liquidation Proceeds, received during the related Prepayment Period, in each
case net of amounts reimbursable therefrom to the Indenture Trustee, the Master
Servicer and any subservicer, (3) any Compensating Interest paid by the Master
Servicer in respect of the Group 1 Loans and (4) any prepayment charges related
to the Group 1 Loans, and reduced by (b) the sum of (1) Master Servicing Fees,
the Subservicing Fees, the Owner Trustee's Fee, the Net Derivative Fee, if any,
the premium on the Bond Insurance Policy in respect of the Class 1-A-1 Bonds and
Class 1-A-2 Bonds, any amounts in respect of the premiums payable to Radian
under the Radian Lender-Paid PMI Policies in respect of the Group 1 Loans and
(2) certain amounts owed to the Master Servicer, the Depositor, the Indenture
Trustee and the Owner Trustee in respect of the Group 1 Loans, as provided in
the Agreements.

      Group 1 Bond: A Class 1-A-1 Bond and Class 1-A-2 Bond.

      Group 1 Cut-off Date Balance: $1,000,027,663.

      Group 1 Loan: A Mortgage Loan in Loan Group 1.

      Group 1 Net WAC Rate: The weighted average of the Net Mortgage Rates on
the Group 1 Loans included in the Trust as of the end of the prior Due Period,
weighted on the basis of the Stated Principal Balances thereof as of the end of
the prior Due Period.

      Group 1 Overcollateralization Target Amount: With respect to any Payment
Date, 0.35% of the Group 1 Cut-off Date Balance; provided, that if the aggregate
Bond Principal Balance of the Group 1 Bonds has been reduced to zero, the Group
1 Overcollateralization Target Amount will be 0.35% of the sum of the Group 1
Cut-off Date Balance and Group 2 Cut-off Date Balance.

      Group 1/2/3 Derivative Contracts: The Confirmation together with the
associated ISDA Master Agreement with respect to the four Derivative Contracts
between the Seller and the Derivative Contract Counterparty primarily for the
benefit of the Group 1 Bonds, the Group 2 Bonds, the Group 3 Bonds and the
Certificates, set forth in Exhibit E of the Indenture.

      Group 1/2/3 Net Derivative Contract Payment Amount: With respect to any
Payment Date, the amount equal to the excess, if any, of (a) the aggregate
amount payable on that Payment Date to the Issuer from the Derivative Contract
Counterparty pursuant to the Group 1/2/3 Derivative Contracts, over (b) the
aggregate amount payable on that Payment Date to the Derivative Contract
Counterparty under the Group 1/2/3 Derivative Contracts, in each case as
described in Section 8.02(c) of the Indenture.

      Group 2 Available Funds: For any Payment Date, an amount equal to the
amount received by the Indenture Trustee and available in the Payment Account on
that Payment Date in respect of the Group 2 Loans. The Group 2 Available Funds
will generally be equal to (a) the sum of (1) the aggregate amount of scheduled
payments on the Group 2 Loans received or advanced that were due during the
related Due Period, (2) any unscheduled payments and receipts on the Group 2
Loans, including mortgagor prepayments on such mortgage loans, the proceeds of
any repurchase of the Group 2 Loans by the Master Servicer or Seller, Insurance
Proceeds (including amounts paid under the Radian Lender-Paid PMI Policy),
Subsequent


                                       16
<PAGE>

Recoveries and Liquidation Proceeds, received during the related Prepayment
Period, in each case net of amounts reimbursable therefrom to the Indenture
Trustee, the Master Servicer and any subservicer, (3) any Compensating Interest
paid by the Master Servicer in respect of the Group 2 Loans and (4) any
prepayment charges related to the Group 2 Loans, and reduced by (b) the sum of
(1) Master Servicing Fees, the Subservicing Fees, the Owner Trustee's Fee, the
Net Derivative Fee, if any, the premium on the Bond Insurance Policy in respect
of the Class 2-A Bonds, any amounts in respect of the premiums payable to Radian
under the Radian Lender-Paid PMI Policies in respect of the Group 2 Loans and
(2) certain amounts owed to the Master Servicer, the Depositor, the Indenture
Trustee and the Owner Trustee in respect of the Group 2 Loans, as provided in
the Agreements.

      Group 2 Bond: A Class 2-A Bond.

      Group 2 Cut-off Date Balance: $670,000,785.

      Group 2 Interest Coverage Account: An account established and maintained
pursuant to Section 3.27 of the Indenture.

      Group 2 Interest Coverage Amount: The amount to be paid by the Depositor
to the Indenture Trustee for deposit in the Group 2 Interest Coverage Account on
the Closing Date pursuant to Section 3.27 of the Indenture, which amount is $5.

      Group 2 Loan: A Mortgage Loan in Loan Group 2.

      Group 2 Net WAC Rate: The weighted average of the Net Mortgage Rates on
the Group 2 Loans included in the Trust as of the end of the prior Due Period,
weighted on the basis of the Stated Principal Balances thereof as of the end of
the prior Due Period.

      Group 2 Original Pre-Funded Amount: The amount deposited in the Group 2
Pre-Funding Account on the Closing Date by the Indenture Trustee.

      Group 2 Overcollateralization Target Amount: With respect to any Payment
Date, 0.35% of the sum of the Group 2 Cut-off Date Balance and the Group 2
Original Pre-Funded Amount; provided, that if the aggregate Bond Principal
Balance of the Group 2 Bonds has been reduced to zero, the Group 2
Overcollateralization Target Amount will be 0.35% of the sum of the Group 1
Cut-off Date Balance, the Group 2 Cut-off Date Balance and the Group 2 Original
Pre-Funded Amount.

      Group 2 Pre-Funded Amount: The amount on deposit in the Group 2
Pre-Funding Account on any date of determination.

      Group 2 Pre-Funding Account: An account established by the Indenture
Trustee for the benefit of the Bondholders and funded on the Closing Date by the
Company with the Group 2 Original Pre-Funded Amount.

      Group 2 Subsequent Mortgage Loans: A Mortgage Loan sold by the Depositor
to the Trust Estate pursuant to Section 2.05 of the Indenture, such Mortgage
Loan being identified on the Mortgage Loan Schedule attached to a Group 2
Subsequent Transfer Instrument.


                                       17
<PAGE>

      Group 2 Subsequent Mortgage Loan Purchase Agreement: The Group 2
Subsequent Mortgage Loan Purchase Agreement, dated as of the applicable
Subsequent Transfer Date, between the Seller, as seller, and the Purchaser, as
purchaser, relating to the sale, transfer and assignment of the Group 2
Subsequent Mortgage Loans.

      Group 2 Subsequent Transfer Instrument: With respect to the Group 2
Subsequent Mortgage Loans, the subsequent transfer instrument, dated as of the
applicable Subsequent Transfer Date, between IMH Assets Corp., as Company, and
Deutsche Bank National Trust Company, as indenture trustee, or such other
instrument as agreed upon by the Company and the Indenture Trustee, a form of
which is attached as Exhibit H to the Indenture.

      Group 3 Available Funds: For any payment date, an amount equal to the
amount received by the Indenture Trustee and available in the Payment Account on
that payment date in respect of the Group 3 Loans. The Group 3 Available Funds
will generally be equal to (a) the sum of (1) the aggregate amount of scheduled
payments on the Group 3 Loans received or advanced that were due during the
related Due Period, (2) any unscheduled payments and receipts on the Group 3
Loans, including mortgagor prepayments on such mortgage loans, the proceeds of
any repurchase of the Group 3 Loans by the Master Servicer or Seller, Insurance
Proceeds (including amounts paid under the Radian Lender-Paid PMI Policy),
Subsequent Recoveries and Liquidation Proceeds, received during the related
Prepayment Period, in each case net of amounts reimbursable therefrom to the
Indenture Trustee, the Master Servicer and any subservicer, (3) any Compensating
Interest paid by the Master Servicer in respect of the Group 3 Loans and (4) any
prepayment charges related to the Group 3 Loans, and reduced by (b) the sum of
(1) Master Servicing Fees, the Subservicing Fees, the Owner Trustee's Fee, the
Net Derivative Fee, if any, and (2) certain amounts owed to the Master Servicer,
the Depositor, the Indenture Trustee and the Owner Trustee in respect of the
Group 3 Loans, as provided in the Agreements.

      Group 3 Bond: A Class 3-A-1, Class 3-A-2, Class 3-M-1, Class 3-M-2, Class
3-M-3, Class 3-M-4 and Class 3-M-5 Bond.

      Group 3 Cut-off Date Balance: $250,725,043.

      Group 3 Loan: A Mortgage Loan in Loan Group 3.

      Group 3 Net WAC Rate: The weighted average of the Net Mortgage Rates on
the Group 3 Loans included in the Trust as of the end of the prior Due Period,
weighted on the basis of the Stated Principal Balances thereof as of the end of
the prior Due Period.

      Group 3 Overcollateralization Target Amount: With respect to any payment
date, (i) on or before the payment date occurring in May 2005, $0, and (ii) with
respect to any payment date thereafter, 0.50% of the Group 3 Cut-off Date
Balance; provided, that if the aggregate Bond Principal Balance of the Group 3
Bonds has been reduced to zero, the Group 3 Overcollateralization Target Amount
will be 0.50% of the Group 3 Cut-off Date Balance.

      Group 4 Available Funds: For any payment date, an amount equal to the
amount received by the Indenture Trustee and available in the Payment Account on
that payment date in respect of the Group 4 Loans. The Group 4 Available Funds
will generally be equal to (a) the sum of (1)


                                       18
<PAGE>

the aggregate amount of scheduled payments on the Group 4 Loans received or
advanced that were due during the related Due Period, (2) any unscheduled
payments and receipts on the Group 4 Loans, including mortgagor prepayments on
such mortgage loans, the proceeds of any repurchase of the Group 4 Loans by the
Master Servicer or Seller, Insurance Proceeds and Liquidation Proceeds, received
during the related Prepayment Period, in each case net of amounts reimbursable
therefrom to the Indenture Trustee, the Master Servicer and any subservicer and
(3) any Compensating Interest paid by the Master Servicer in respect of the
Group 4 Loans, reduced by (b) the sum of (1) Master Servicing Fees, the
Subservicing Fees, the Owner Trustee's Fee, the Net Derivative Fee, if any, and
(2) certain amounts owed to the Master Servicer, the Depositor, the Indenture
Trustee and the Owner Trustee in respect of the Group 4 Loans, as provided in
the Agreements.

      Group 4 Bond: A Class 4-A-1, Class 4-A-2, Class 4-M-1, Class 4-M-2 or
Class 4-B Bond.

      Group 4 Cut-off Date Balance: $164,821,907.

      Group 4 Derivative Contracts: The Confirmation together with the
associated ISDA Master Agreement with respect to the four Derivative Contracts
between the Seller and the Derivative Contract Counterparty for the benefit of
the Group 4 Bonds and the Certificates, set forth in Exhibit E of the Indenture.

      Group 4 Loan: A Mortgage Loan in Loan Group 4. All of the Group 4 Loans
are Multifamily Loans.

      Group 4 Net Derivative Contract Payment Amount: With respect to any
Payment Date, the amount equal to the excess, if any, of (a) the aggregate
amount payable on that Payment Date to the Issuer from the Derivative Contract
Counterparty pursuant to the Group 4 Derivative Contracts, over (b) the
aggregate amount payable on that Payment Date to the Derivative Contract
Counterparty under the Group 4 Derivative Contracts, in each case as described
in Section 8.02(c) of the Indenture.

      Group 4 Net WAC Rate: The weighted average of the Net Mortgage Rates on
the Group 4 Loans included in the Trust as of the end of the prior Due Period,
weighted on the basis of the Stated Principal Balances thereof as of the end of
the prior Due Period.

      Group 4 Overcollateralization Target Amount: With respect to any Payment
Date prior to the Group 4 Stepdown Date, 4.00% of the Group 4 Cut-off Date
Balance. With respect to any Payment Date on or after the Group 4 Stepdown Date,
the greater of (i) 8.00% of the aggregate Stated Principal Balance of the Group
4 Loans as of the end of the related Due Period, and (ii) 0.50% of the Group 4
Cut off Date Balance; provided however, that on or after the Group 4 Stepdown
Date, if a Group 4 Trigger Event is in effect, the Group 4 Overcollateralization
Target Amount will be equal to such amount on the previous Payment Date.

      Group 4 Principal Distribution Amount: For any Payment Date and the Group
4 Loans, the sum of (a) the related Basic Principal Distribution Amount and (b)
the related Overcollateralization Increase Amount.


                                       19
<PAGE>

      Group 4 Stepdown Date: The later to occur of (x) the Payment Date
occurring in December 2011 and (y) the first Payment Date for which the
aggregate Stated Principal Balance of the Group 4 Loans as of the last day of
the related Due Period (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 less than or equal to 50.00% of the Group 4 Cut-off Date
Balance.

      Group 4 Trigger Event: A Trigger Event is in effect with respect to any
Payment Date with respect to the Group 4 Loans if:

      (1) in the case of any Payment Date after the 85th Payment Date, the three
month average of the aggregate principal balance of Group 4 Loans that are 60 or
more days delinquent (including for this purpose any such Mortgage Loans in
bankruptcy or foreclosure and Mortgage Loans with respect to which the related
mortgaged property has been acquired by the Trust) as of the close of business
on the last day of the preceding calendar month exceeds 16.00% of the aggregate
Stated Principal Balance of the Group 4 Loans; or

      (2) (a) in the case of any Payment Date after the 85th Payment Date and on
or before the 96th Payment Date, the cumulative amount of Realized Losses
incurred on the Group 4 Loans from the Cut-off Date, through the end of the
calendar month immediately preceding such Payment Date exceeds 5.75% of the
Group 4 Cut-off Date Balance, plus an additional 1/12th of 0.75% of the Group 4
Cut-off Date Balance for each Payment Date after the 85th Payment Date to and
including the 96th Payment Date, (b) in the case of any Payment Date after the
96th Payment Date and on or before the 108th Payment Date, the cumulative amount
of Realized Losses from the Cut-off Date, through the end of the calendar month
immediately preceding such Payment Date exceeds 6.50% of the Group 4 Cut-off
Date Balance, plus an additional 1/12th of 1.00% of the Group 4 Cut-off Date
Balance for each Payment Date after the 96th Payment Date to and including the
108th Payment Date, (c) in the case of any Payment Date after the 108th Payment
Date and on or before the 120th Payment Date, the cumulative amount of Realized
Losses from the Cut-off Date, through the end of the calendar month immediately
preceding such Payment Date exceeds 7.50% of the Group 4 Cut-off Date Balance,
plus an additional 1/12th of 0.75% of the Group 4 Cut-off Date Balance for each
Payment Date after the 108th Payment Date to and including the 120th Payment
Date, and (d) in the case of any Payment Date after the 120th Payment Date, the
cumulative amount of Realized Losses from the Cut-off Date, through the end of
the calendar month immediately preceding such Payment Date exceeds 8.25% of the
Group 4 Cut-off Date Balance.

      For purposes of the foregoing calculations, a mortgage loan is considered
"60 days" and "90 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 and third
following month, respectively.

      Hazardous Materials: Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including, without limitation, those so
identified pursuant to the Comprehensive Environmental Response, Compensation
and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental
laws now existing, and specifically including, without limitation, asbestos and
asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum
and


                                       20
<PAGE>

petroleum products, urea formaldehyde and any substances classified as being "in
inventory", "usable work in progress" or similar classification which would, if
classified unusable, be included in the foregoing definition.

      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 November 24, 2004, between the Issuer
and the Indenture Trustee, relating to the Impac CMB Trust Series 2004-10 Bonds.

      Indenture Trustee: Deutsche Bank National Trust Company, and its
successors and assigns or any successor indenture trustee appointed pursuant to
the terms of the Indenture.

      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 Mortgage 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 1-A-1 Bonds,
$844,039,000, with respect to the Class 1-A-2 Bonds, $173,489,000, with respect
to the Class 2-A Bonds, $681,725,000, with respect to the Class 3-A-1 Bonds,
$187,179,000, with respect to the Class 3-A-2 Bonds, $20,798,000, with respect
to the Class 3-M-1 Bonds, $13,163,000, with respect to the Class 3-M-2 Bonds,
$10,029,000, with respect to the Class 3-M-3 Bonds, $6,895,000, with respect to
the Class 3-M-4 Bonds, $6,268,000, with respect to the Class 3-M-5 Bonds,
$6,393,000, with respect to the Class 4-A-1 Bonds, $85,707,000, with respect to
the Class 4-A-2 Bonds, $19,779,000, with respect to the Class 4-M-1 Bonds,
$10,301,000, Class 4-M-2 Bonds, $15,658,000 and with respect to the Class 4-B
Bonds, $29,668,000.

      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.


                                       21
<PAGE>

      Initial Mortgage Loan: Any of the Mortgage Loans included in the Trust
Estate as of the Closing Date. The aggregate principal balance of the Initial
Mortgage Loans as of the Cut-off Date is equal to approximately $2,111,091,000.

      Initial Subservicers: With respect to substantially all of the Mortgage
Loans in Loan Group 1, Loan Group 2 and Loan Group 3, Countrywide Home Loans
Servicing LP. With respect to all of the Mortgage Loans in Loan Group 4, Midland
Loan Services, Inc.

      Insurance Agreement: The Insurance and Indemnity Agreement dated as of
November 24, 2004, among the Master Servicer, the Depositor, the Issuer, Impac
Holdings, the Indenture Trustee and the Bond Insurer, including any amendments
and supplements thereto.

      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.

      Insured Amount: With respect to any Payment Date and each Class of Insured
Bonds, (a) any Deficiency Amount and (b) any Preference Amount.

      Insured Bond: Any of the Class 1-A-1, Class 1-A-2 or Class 2-A Bonds.

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

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

      IRS: The Internal Revenue Service.

      Issuer: Impac CMB Trust Series 2004-10, a Delaware statutory 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 approved in writing by the Bond
Insurer, so long as no Bond Insurer Default exists, and delivered to the
Indenture Trustee.

      LIBOR Business Day: A day on which banks are open for dealing in foreign
currency and exchange in London and New York City.

      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,


                                       22
<PAGE>

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 Mortgage 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, or any Special Servicer on
the Master Servicer's behalf, in connection with the liquidation of any Mortgage
Loan and not recovered under any insurance policy, such expenses including,
without limitation, 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, amounts advanced to keep
current or pay off a mortgage loan that is senior to such Mortgage Loan and
Disposition Fees) 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 Group: Any of Loan Group 1, Loan Group 2, Loan Group 3 or Loan Group
4.

      Loan Group 1: The Group 1 Loans.

      Loan Group 2: The Group 2 Loans.

      Loan Group 3: The Group 3 Loans.

      Loan Group 4: The Group 4 Loans.

      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.


                                       23
<PAGE>

      Loan Year: With respect to any Mortgage 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).

      Majority Certificateholder: A Holder of a 50.01% or greater Certificate
Percentage Interest of the Certificates.

      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 fee payable monthly to the Master Servicer in respect of master
servicing compensation that accrues at an annual rate equal to the Master
Servicing Fee Rate multiplied by the Stated Principal Balance of such Mortgage
Loan as of the related Due Date in the related Due Period.

      Master Servicing Fee Rate: With respect to any Mortgage Loan, 0.03% per
annum.

      Maximum Bond Interest Rate: With respect to each class of (1) Group 1
Bonds, Group 2 Bonds and Group 3 Bonds, 11.00% per annum and (2) Group 4 Bonds,
10.25% per annum.

      Maximum Demand Note Amount: With respect to any Payment Date and each of
Loan Group 1, Loan Group 2 and Loan Group 3 shall equal the lesser of (i) the
Overcollateralization Deficit on the prior Payment Date and (ii) the
Overcollateralization Deficit on the related Payment Date.

      MERS: Mortgage Electronic Registration Systems, Inc., a corporation
organized and existing under the laws of the State of Delaware, or any successor
thereto.

      MERS(R) System: The system of recording transfers of Mortgages
electronically maintained by MERS.

      MIN: The Mortgage Identification Number for Mortgage Loans registered with
MERS on the MERS(R) System.

      Minimum Mortgage Rate: With respect to each Mortgage Loan, the minimum
Mortgage Rate.

      MOM Loan: With respect to any Mortgage Loan, MERS acting as the mortgagee
of such Mortgage Loan, solely as nominee for the originator of such Mortgage
Loan and its successors and assigns, at the origination thereof.

      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


                                       24
<PAGE>

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 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 Purchase Agreement or the
Servicing Agreement.

      Mortgage Loans: The Mortgage Loans that will be transferred and assigned
to the Trust pursuant to Section 2.03(a) of the Indenture, each Mortgage Loan so
held being identified in the Mortgage Loan Schedule. The Mortgage Loans have
been divided into four groups, Loan Group 1, Loan Group 2, Loan Group 3 and Loan
Group 4. The aggregate Cut-off Date Principal Balance is equal to
$2,111,091,000.

      Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase 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 Initial
Mortgage Loans.

      Mortgage Loan Schedule: With respect to any date, the schedule of Mortgage
Loans held by the Issuer on such date. The schedule of (i) Initial Mortgage
Loans as of the Cut-off Date is the schedule set forth in Exhibit B of the
Indenture and (ii) the applicable Group 2 Subsequent Mortgage Loans as of the
related Subsequent Cut-off Date is Schedule 1 of the applicable Group 2
Subsequent Transfer Instrument, which schedules set 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 and current 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 Cut-off Date;

      (ix) the Cut-off Date Principal Balance;


                                       25
<PAGE>

      (x) the Index, the Maximum Rate, Minimum Rate, Lifetime Cap 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;

      (xiv) the Appraised Value of the Mortgaged Property;

      (xv) the original term to maturity;

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

      (xvii) the Loan-to-Value Ratio;

      (xviii) the Mortgagor credit score;

      (xix) the lien status

      (xx) the documentation program

      (xxi) the subordinate lien amount

      (xxii) the prepay penalty period

      (xxiii) the amortization term

      (xxiv) the Interest Only term

      (xxv) whether such Mortgage Loan is a Group 1 Loan, Group 2 Loan, Group 3
Loan or a Group 4 Loan;

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

      (xxvii) 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 Note: The note or other evidence of the indebtedness of a
Mortgagor under a Mortgage Loan.

      Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the annual rate at which interest accrues on such Mortgage Loan.


                                       26
<PAGE>

      Mortgaged Property: The underlying property, including real property and
improvements thereon, securing a Mortgage Loan.

      Mortgagor: The obligor or obligors under a Mortgage Note.

      Multifamily Loan: Each of the Group 4 Loans transferred and assigned to
the Indenture Trustee pursuant to Section 2.03 of the Indenture, secured by a
fee simple estate in a parcel of land improved by a multifamily property,
together with any personal property, fixtures, leases and other property or
rights pertaining thereto, as indicated in the related Mortgage Loan Schedule.

      Net Cash Flow: For any given period, the total operating revenues derived
from a multifamily property during such period, minus total operating expenses
incurred in respect of such property and estimated replacement reserves during
such period other than (i) non-cash items such as depreciation and amortization,
(ii) capital expenditures and (iii) debt service on loans (including the related
Mortgage Loan) secured by liens on such property.

      Net Collections: With respect to any Corrected Mortgage Loan, an amount
equal to all payments on account of interest and principal on such Mortgage
Loan.

      Net Derivative Fee: With respect to any Payment Date, the amount equal to
the excess, if any, of (a) the aggregate amount payable on that Payment Date to
the Derivative Contract Counterparty in respect of the Derivative Contracts,
other than any Additional Derivative Contract Counterparty Payment, over (b) the
aggregate amount payable on that Payment Date to the Issuer from the Derivative
Contract Counterparty pursuant to the Derivative Contracts.

      Net Derivative Fee Rate: With respect to any Payment Date, the fraction,
expressed as a rate per annum, equal to (x) the Net Derivative Fee on such
Payment Date related to Loan Group 1, Loan Group 2, Loan Group 3 and Loan Group
4 over (y) the aggregate Stated Principal Balance of the Mortgage Loans and the
Group 2 Pre-Funded Amount.

      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 and each Loan Group,
the sum of (a) any related Overcollateralization Release Amount and (b) the
excess of (x) the related Available Funds for such Payment Date over (y) the sum
for such Payment Date of (A) the aggregate amount of Accrued Bond Interest for
the related Bonds, (B) the related Principal Remittance Amount and (C) any
amounts payable from the related Derivative Contracts as described in Section
3.05 of the Indenture.

      Net Mortgage Rate: With respect to any Mortgage Loan and any Payment Date,
the then applicable Mortgage Rate for the scheduled Monthly Payment thereon
during the related Due Period less the Expense Fee Rate.


                                       27
<PAGE>

      New Lease: Any lease of REO Property entered into on behalf of the Trust
Fund, including any lease renewed or extended on behalf of the Trust Fund if the
Trust Fund has the right to renegotiate the terms of such lease.

      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.

      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
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 and/or the Bond Insurer, as applicable, in its reasonable
discretion which counsel may be in-house counsel for the Master Servicer if
acceptable to the Indenture Trustee, the Bond Insurer and the Rating Agencies or
counsel for the Depositor, as the case may be.


                                       28
<PAGE>

      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 at the time application is made for such
refinancings as 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;

all Bonds that have been paid with funds provided under the Bond Insurance
Policy shall be deemed to be Outstanding until the Bond Insurer has been
reimbursed with respect thereto.

      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 Deficit: As of any Payment Date and with respect to
each of Loan Group 1, Loan Group 2 and Loan Group 3 shall equal, the excess, if
any, of (a) the aggregate Bond Principal Balance of the Group 1 Bonds, Group 2
Bonds or Group 3 Bonds, as applicable, as of such Payment Date (after taking
into account the payments to the Group 1 Bonds, Group 2 Bonds and Group 3 Bonds
of the related Principal Distribution Amount) over (b) the aggregate Stated
Principal Balances of the Group 1 Loans, Group 2 Loans or Group 3 Loans, as
applicable, immediately following such Payment Date.

      Overcollateralization Increase Amount: With respect to any Payment Date,
and each Loan Group, the lesser of (i) the related Net Monthly Excess Cashflow
for such Payment Date but, with respect to the Group 1 Loans, after payments to
the Bond Insurer in respect of clause (iii) of Section 3.05(d) and with respect
to the Group 2 Loans, after payments to the Bond Insurer, in respect of clause
(iii) of Section 3.05(g) and with respect to the Group 3 Loans, in respect of
clause (i) of Section 3.05(k) and with respect to the Group 4 Loans, in respect
of clause (i) of Section 3.05(n) and (ii) the excess, if any, of (a) the related
Overcollateralization Target Amount over (b) the related Overcollateralized
Amount on such Payment Date (after taking into account payments to the related
Bonds of the related Basic Principal Distribution Amount on such Payment Date).

      Overcollateralization Release Amount: With respect to any Payment Date and
each Loan Group, the lesser of (x) the related Principal Remittance Amount for
such Payment Date and (y) the excess, if any, of (i) the Overcollateralized
Amount for such Payment Date (assuming that


                                       29
<PAGE>

100% of the related Principal Remittance Amount is applied as a principal
payment on such Payment Date) over (ii) the related Overcollateralization Target
Amount for such Payment Date.

      Overcollateralization Target Amount: The Group 1 Overcollateralization
Target Amount, Group 2 Overcollateralization Target Amount, Group 3
Overcollateralization Target Amount or Group 4 Overcollateralization Target
Amount, as applicable.

      Overcollateralized Amount: For any Payment Date and each Loan Group, the
amount, if any, by which (i) the aggregate principal balance of the related
Mortgage Loans (after giving effect to scheduled payments of principal due
during the related Due Period, to the extent received or Advanced, unscheduled
collections of principal received during the related Prepayment Period and
Realized Losses on the related Mortgage Loans incurred during the related
Prepayment Period), and (with respect to Loan Group 2 only) the Group 2
Pre-Funded Amount, exceeds (ii) the aggregate Bond Principal Balance of the
related Bonds as of such Payment Date (assuming that 100% of the related
Principal Remittance Amount is applied as a principal payment on the Bonds 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's Fee: With respect to any Payment Date the product of (i)
the Owner Trustee's 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 plus the Group 2 Pre-Funded Amount.

      Owner Trustee's Fee Rate: On each Mortgage Loan, a rate equal to 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 of such Bond by the aggregate Bond Principal
Balances of all Bonds of that Class. With respect to any Certificate, the
percentage as stated on the face thereof.

      Periodic Rate Cap: With respect to any Mortgage 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.


                                       30
<PAGE>

      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.

      Phase I Environmental Assessment: A "Phase I environmental assessment" as
described in and meeting the criteria of the American Society of Testing
Materials Standard E 1527- 94 or any successor thereto published by the American
Society of Testing Materials.

      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 or Section 4975 of the Code.

      Plan Assets: Assets of a Plan within the meaning of Department of Labor
regulation 29 C.F.R. ss. 2510.3-101.

      Policy Premium Rate: With respect to any Payment Date, the rate per annum
at which the Premium Amount for the Bond Insurance Policy accrues, as specified
in the Insurance Agreement.

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

      Preference Amount: With respect to the Class 1-A-1, Class 1-A-2 and Class
2-A Bonds, any amount previously distributed to a Class 1-A-1, Class 1-A-2 or
Class 2-A Bondholder that is recoverable and sought to be recovered as a
voidable preference by a trustee in bankruptcy pursuant to the United States
Bankruptcy Code, as amended from time to time, in accordance with a final
nonappealable order of a court having competent jurisdiction.

      Premium Amount: The amount of premium due to the Bond Insurer in
accordance with the terms of the Insurance Agreement.

      Prepayment Assumption: A Prepayment Assumption of 100% assumes, (i) with
respect to the Group 1 Loans, Group 2 Loans and Group 3 Loans (other than the
fixed-rate first lien loans), 30% CPR and with respect to the fixed-rate first
lien loans, 6% CPR building to 20% CPR in the 12th month and remaining constant
at 20% CPR thereafter, and (ii) with respect to the Group 4 Loans, a prepayment
vector which assumes no prepayments in the first 12 months after the origination
date of such mortgage loan, 10% CPR in the second 12 month period, 15% CPR in
the third 12 month period, 25% CPR in the fourth 12 month period and 30% CPR
thereafter, adjusted for any seasoning.

      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 Net Mortgage 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


                                       31
<PAGE>

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 any Payment Date, the calendar month
immediately preceding the month in which such payment occurs.

      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: For any Payment Date and each Loan Group,
the sum of (a) the related Basic Principal Distribution Amount and (b) the
related Overcollateralization Increase Amount (to the extent available from Net
Monthly Excess Cashflow (i) in the case of Loan Group 1 and Loan Group 2
pursuant to clause (iii) of Section 3.05(d) and Section 3.05(g), respectively,
(ii) in the case of Loan Group 3 pursuant to clause (i) of Section 3.05(k) and
(iii) in the case of Loan Group 4 pursuant to clause (i) of Section 3.05(n).

      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.

      Principal Remittance Amount: For any payment date and each Loan Group, the
sum of

      (1) the principal portion of all scheduled monthly payments on the related
mortgage loans due on the related Due Date, to the extent received or advanced;

      (2) the principal portion of all proceeds of the repurchase of a related
mortgage loan (or, in the case of a substitution, certain amounts representing a
principal adjustment) as required by the Servicing Agreement during the
preceding calendar month; and

      (3) the principal portion of all other unscheduled collections received
during the preceding calendar month in respect of the related mortgage loans,
including full and partial prepayments, the proceeds of any repurchase of such
mortgage loans by the Master Servicer or Seller, Liquidation Proceeds,
Subsequent Recoveries and Insurance Proceeds (including amounts, if any, paid
under the Radian Lender-Paid PMI Policy), in each case to the extent applied as
recoveries of principal; and


                                       32
<PAGE>

      (4) any amount remaining on deposit in the Group 2 Pre-Funding Account at
the end of the Funding Period.

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

      Prospectus: The Prospectus Supplement, dated November 23, 2004, together
with the attached Prospectus, dated September 28, 2004.

      Purchase Price: With respect to the initial mortgage loans, the meaning
specified in Section 2.2(a) of the Mortgage Loan Purchase Agreement. With
respect to the Group 2 Subsequent Mortgage Loans, the meaning specified in
Section 2.2(a) of the Group 2 Subsequent Mortgage Loan Purchase 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., or its successors or assigns.

      Radian Lender-Paid PMI Policy: A lender-paid primary mortgage insurance
policy issued by Radian in accordance with a March 29, 2002 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 as indicated in the Mortgage Loan Schedule.

      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 or
Moody's. If such organization or a successor is no longer in existence, "Rating
Agency" with respect to the Class A Bonds shall be such nationally recognized
statistical rating organization, or other comparable Person, designated by the
Depositor, notice of which designation shall be given to the Indenture Trustee
and Master Servicer. 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 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.


                                       33
<PAGE>

References herein to the highest long-term rating category of a Rating Agency
shall mean "AAA" in the case of Standard & Poor's 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 any Book-Entry Bonds and any Payment Date,
the close of business on the Business Day immediately preceding such Payment
Date. With respect to any Bonds that are not Book-Entry Bonds, the close of
business on the last Business Day of the calendar month preceding such Payment
Date.

      Reference Banks: Any leading banks 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 or the Seller.

      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 (i) the Mortgage Loan Purchase Agreement (with
respect to the Initial Mortgage Loans) and (ii) the Group 2 Subsequent Mortgage
Loan Purchase Agreement (with respect to the Group 2 Subsequent Mortgage Loans)
and any documents required to be added to such documents pursuant to the
Mortgage Loan Purchase Agreement, the Group 2 Subsequent Mortgage Loan Purchase
Agreement, the Trust Agreement, Indenture or the Servicing Agreement.

      Relief Act: The Servicemembers Civil Relief Act.


                                       34
<PAGE>

      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.

      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 or second lien (as applicable) 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 Purchase Agreement or
Group 2 Subsequent Mortgage Loan Purchase Agreement, as applicable, 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


                                       35
<PAGE>

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 plus (v) any costs
and damages incurred by the Trust in connection with any violation by such
Mortgage Loan of any predatory-lending law.

      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
0.0625%) 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: Deutsche Bank National Trust Company, or its
successors and assigns.

      Security: Any of the Certificates or Bonds.

      Securityholder or Holder: Any Bondholder or a Certificateholder.

      Security Instrument: A written instrument creating a valid first lien or
second 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.


                                       36
<PAGE>

      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 and any expenses incurred in relation to any such proceedings that
result from the Mortgage Loan being registered on the MERS System, (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 November 24,
2004, 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.

      Special Certificate Cap Contract: The Confirmation together with the
associated ISDA Master Agreement, delivered to the Indenture Trustee on the
Closing Date and attached to the Indenture as Exhibit F, for which amounts
payable shall be distributed in accordance with Section 3.05(s) of the
Indenture.

      Special Servicer: Any special servicer that may be appointed by the Master
Servicer, with the consent of the Bond Insurer, which consent shall not be
unreasonably withheld, for the purposes of servicing the Specially Serviced
Mortgage Loans; provided, however, that the consent of the Bond Insurer shall
not be necessary in connection with the appointment of Midland Loan Services,
Inc. as initial Special Servicer of the Multifamily Loans.

      Specially Serviced Mortgage Loan: Subject to Section 3.23 of the Servicing
Agreement, any Group 4 Loan with respect to which:

      (a) the related Mortgagor is 60 or more days delinquent (without giving
effect to any grace period permitted by the related Mortgage Note) in the
payment of a Monthly Payment or other obligation (regardless of whether, in
respect thereof, Advances have been reimbursed);

      (b) such Mortgagor has expressed to the Master Servicer an inability to
pay or a hardship in paying such Group 4 Loan in accordance with its terms;


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      (c) the Master Servicer has received notice that such Mortgagor has become
the subject of any bankruptcy, insolvency or similar proceeding, admitted in
writing the inability to pay its debts as they come due or made an assignment
for the benefit of creditors;

      (d) the Master Servicer has received notice of a foreclosure or threatened
foreclosure of any lien on the related Mortgaged Property;

      (e) a default, of which the Master Servicer has notice (other than a
failure by such Mortgagor to pay principal or interest) and which in the sole
judgment of the Master Servicer, materially and adversely affects the interests
of the Bondholders or the Bond Insurer, has occurred and remained unremedied for
the applicable grace period specified in such Group 4 Loan (or, if no grace
period is specified, 60 days); provided, however, that a default requiring a
Servicing Advance shall be deemed to materially and adversely affect the
interests of the Bondholders and the Bond Insurer for purposes of this
definition; or

      (f) the Master Servicer proposes to commence foreclosure or other workout
arrangements.

      A Group 4 Loan will cease to be a Specially Serviced Mortgage Loan:

      (a) with respect to the circumstances described in clause (a) above, when
the related Mortgagor has brought such Group 4 Loan current and thereafter made
three consecutive full and timely Monthly Payments;

      (b) with respect to the circumstances described in clauses (b) and (d)
above, when such circumstances cease to exist in the good faith and reasonable
judgment of the Master Servicer, or any Special Servicer on its behalf, and with
respect to the circumstances described in clauses (c) and (f),when such
circumstances cease to exist; or

      (c) with respect to the circumstances described in clause (e) above, when
such default is cured;

provided, however, in each case that at the time no circumstance identified in
clauses (a) through (f) above exists that would cause the Group 4 Loan to
continue to be characterized as a Specially Serviced Mortgage Loan.

      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 as of any date of determination, (i) the principal balance of the
Mortgage Loan outstanding as of the Cut-off Date, after application of all
scheduled Monthly 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 Payment Date which were received or with respect to
which an Advance was made, (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


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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
Payment Date, and (c) the principal portion of any Realized Loss with respect
thereto allocated pursuant to Section 3.33 of the Indenture for any previous
Payment Date.

      Statutory 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.

      Step-Up Date: With respect to the (1) Group 1 Bonds, Group 2 Bonds and
Group 3 Bonds, the first Payment Date following the earlier of (i) the first
Payment Date for which the aggregate Stated Principal Balance of the Group 1
Loans, Group 2 Loans and Group 3 Loans as of the end of the related Due Period
and the Group 2 Pre-Funded Amount has been reduced to 20% or less of the sum of
the Group 1 Cut-off Date Balance, Group 2 Cut-off Date Balance, Group 3 Cut-off
Date Balance and Group 2 Original Pre-Funded Amount and (ii) the Payment Date
occurring in November 2014 and (2) Group 4 Bonds, the first Payment Date
following the earlier of (i) the first Payment Date for which the aggregate
Stated Principal Balance of the Group 4 Loans as of the end of the related Due
Period has been reduced to 20% or less of the Group 4 Cut-off Date Balance and
(ii) the Payment Date occurring in November 2014.

      Subsequent Cut-off Date: With respect to the Group 2 Subsequent Mortgage
Loans, the date, as designated by the company, that is the later of (i) the
first day of the month in which the Subsequent Transfer Date occurs and (ii) the
origination date of such Group 2 Subsequent Mortgage Loans, as of the Cut-off
Date with respect to the Group 2 Subsequent Mortgage Loans.

      Subsequent Recoveries: Additional recoveries, net of reimbursable
expenses, with respect to Mortgage Loans that have been previously liquidated
and that resulted in a Realized Loss.

      Subsequent Transfer Date: With respect to any Group 2 Subsequent Mortgage
Loan, the applicable date upon which such Mortgage Loan was purchased from the
Seller with amounts on deposit in the Group 2 Pre-Funding Account.

      Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement as a Subservicer and acceptable to the Bond Insurer,
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 fee payable monthly to the related subservicer in respect of servicing
compensation that accrues at an annual rate equal to the Subservicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period.


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      Subservicing Fee Rate: On each adjustable rate Group 1 Loan, Group 2 Loan
or Group 3 Loan, a rate equal to 0.375% per annum. On each fixed rate second
lien Group 1 Loan, Group 2 Loan or Group 3 Loan, a rate equal to 0.750% per
annum. On each fixed rate first lien Group 1, Group 2 or Group 3 Loan, a rate
equal to 0.250% per annum. On each Group 4 Loan, a rate equal to 0.1293% per
annum, with such rate increasing to 0.750% per annum for any multifamily loan
that becomes a Specially Serviced Multifamily Loan.

      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.

      Trust: The Impac CMB Trust Series 2004-10 to be created pursuant to the
Trust Agreement.

      Trust Agreement: The Amended and Restated Trust Agreement dated as of
November 24, 2004, among the Owner Trustee, the Depositor and Deutsche Bank
National Trust Company, as Certificate Registrar and Certificate Paying Agent,
relating to the Trust.

      Trust Estate: The meaning specified in the Granting Clause of the
Indenture.

      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: Bear, Stearns & Co. Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and Countrywide Securities Corporation.

      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: For each class of Bonds and any 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 previously allocated
Unpaid Interest Shortfall on such class of Bonds which remains unreimbursed, at
the Bond Interest Rate for such Class for the related Accrual Period.


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      Workout Fee: An amount equal to the product of 1.50% and the amount of Net
Collections received by the Master Servicer or any Special Servicer with respect
to each Corrected Mortgage Loan.


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