EXHIBIT 4.1

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                          IMPAC CMB TRUST SERIES 2000-2

                                     Issuer

                                       and

                    BANKERS TRUST COMPANY OF CALIFORNIA, N.A.

                                Indenture Trustee

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



                                    INDENTURE

                          Dated as of November 27, 2000

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


                        COLLATERALIZED ASSET-BACKED BONDS


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






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                                TABLE OF CONTENTS

Section                                                                    Page
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ARTICLE I

   Definitions

   1.01.  Definitions..........................................................2
   1.02.  Incorporation by Reference of Trust Indenture Act....................2
   1.03.  Rules of Construction................................................2

ARTICLE II

   Original Issuance of Bonds
   2.01.  Form.................................................................4
   2.02.  Execution, Authentication and Delivery...............................4
   2.03.  Acceptance of Mortgage Loans by Indenture Trustee....................4

ARTICLE III

   Covenants

   3.01.  Collection of Payments With Respect to the Mortgage Loans............7
   3.02.  Maintenance of Office or Agency......................................7
   3.03.  Money for Payments to be Held in Trust; Paying Agent.................7
   3.04.  Existence............................................................9
   3.05.  Payment of Principal and Interest....................................9
   3.06.  Protection of Trust Estate..........................................14
   3.07.  Opinions as to Trust Estate.........................................15
   3.08.  Performance of Obligations..........................................15
   3.09.  Negative Covenants..................................................16
   3.10.  Annual Statement as to Compliance...................................17
   3.11.  [Reserved]..........................................................17
   3.12.  Representations and Warranties Concerning the Mortgage Loans........17
   3.13.  Amendments to Servicing Agreement...................................17
   3.14.  Master Servicer as Agent and Bailee of the Indenture Trustee........17
   3.15.  Investment Company Act..............................................18
   3.16.  Issuer May Consolidate, Etc.........................................18
   3.17.  Successor or Transferee.............................................20
   3.18.  No Other Business...................................................20
   3.19.  No Borrowing........................................................20
   3.20.  Guarantees, Loans, Advances and Other Liabilities...................20


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   3.21.  Capital Expenditures................................................21
   3.22.  Determination of Bond Interest Rate.................................21
   3.23.  Restricted Payments.................................................21
   3.24.  Notice of Events of Default.........................................21
   3.25.  Further Instruments and Acts........................................21
   3.26.  Statements to Bondholders...........................................21
   3.27.  Payments Under the Bond Insurance Policy............................22
   3.28.  Replacement Bond Insurance Policy...................................22
   3.29.  Replacement Cap Contracts...........................................23
   3.30.  Allocation of Realized Losses.......................................23

ARTICLE IV

   The Bonds; Satisfaction and Discharge of Indenture

   4.01.  the Bonds...........................................................24
   4.02.  Registration of and Limitations On Transfer and Exchange of Bonds;
          Appointment of Bond Registrar and Certificate Registrar.............24
   4.03.  Mutilated, Destroyed, Lost or Stolen Bonds..........................25
   4.04.  Persons Deemed Owners...............................................26
   4.05.  Cancellation........................................................26
   4.06.  Book-entry Bonds....................................................27
   4.07.  Notices to Depository...............................................27
   4.08.  Definitive Bonds....................................................27
   4.09.  Tax Treatment.......................................................28
   4.10.  Satisfaction and Discharge of Indenture.............................28
   4.11.  Application of Trust Money..........................................29
   4.12.  Subrogation and Cooperation.........................................30
   4.13.  Repayment of Monies Held by Paying Agent............................31
   4.14.  Temporary Bonds.....................................................31
   4.15.  Representation Regarding Erisa......................................31

ARTICLE V

   Default and Remedies

   5.01.  Events of Default...................................................32
   5.02.  Acceleration of Maturity; Rescission and Annulment..................32
   5.03.  Collection of Indebtedness and Suits for Enforcement
          by Indenture Trustee................................................33
   5.04.  Remedies; Priorities................................................35
   5.05.  Optional Preservation of the Trust Estate...........................37
   5.06.  Limitation of Suits.................................................38


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   5.07.  Unconditional Rights of Bondholders to Receive
          Principal and Interest..............................................38
   5.08.  Restoration of Rights and Remedies..................................39
   5.09.  Rights and Remedies Cumulative......................................39
   5.10.  Delay or Omission Not a Waiver......................................39
   5.11.  Control by Bond Insurer.............................................39
   5.12.  Waiver of Past Defaults.............................................40
   5.13.  Undertaking for Costs...............................................40
   5.14.  Waiver of Stay or Extension Laws....................................41
   5.15.  Sale of Trust Estate................................................41
   5.16.  Action On Bonds.....................................................43

ARTICLE VI

   The Indenture Trustee

   6.01.  Duties of Indenture Trustee.........................................44
   6.02.  Rights of Indenture Trustee.........................................45
   6.03.  Individual Rights of Indenture Trustee..............................45
   6.04.  Indenture Trustee's Disclaimer......................................46
   6.05.  Notice of Event of Default..........................................46
   6.06.  Reports by Indenture Trustee to Holders and Tax Administration......46
   6.07.  Compensation and Indemnity..........................................46
   6.08.  Replacement of Indenture Trustee....................................47
   6.09.  Successor Indenture Trustee by Merger...............................48
   6.10.  Appointment of Co-indenture Trustee or Separate Indenture Trustee...48
   6.11.  Eligibility; Disqualification.......................................49
   6.12.  Preferential Collection of Claims Against Issuer....................50
   6.13.  Representations and Warranties......................................50
   6.14.  Directions to Indenture Trustee.....................................50
   6.15.  the Agents..........................................................50


   ARTICLE VII

   Bondholders' Lists and Reports

   7.01.  Issuer to Furnish Indenture Trustee Names and Addresses
          of Bondholders......................................................52
   7.02.  Preservation of Information; Communications to Bondholders..........52
   7.03.  Reports of Issuer...................................................52
   7.04.  Reports by Indenture Trustee........................................53
   7.05.  Statements to Bondholders...........................................53



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ARTICLE VIII

   Accounts, Disbursements and Releases

   8.01.  Collection of Money.................................................56
   8.02.  Trust Accounts......................................................56
   8.03.  Officer's Certificate...............................................56
   8.04.  Termination Upon Distribution to Bondholders........................57
   8.05.  Release of Trust Estate.............................................57
   8.06.  Surrender of Bonds Upon Final Payment...............................57
   8.07.  Optional Redemption of the Bonds....................................57

ARTICLE IX

   Supplemental Indentures

   9.01.  Supplemental Indentures Without Consent of Bondholders..............59
   9.02.  Supplemental Indentures With Consent of Bondholders.................60
   9.03.  Execution of Supplemental Indentures................................62
   9.04.  Effect of Supplemental Indenture....................................62
   9.05.  Conformity With Trust Indenture Act.................................62
   9.06.  Reference in Bonds to Supplemental Indentures.......................62

ARTICLE X

   Miscellaneous

   10.01. Compliance Certificates and Opinions, Etc...........................63
   10.02. Form of Documents Delivered to Indenture Trustee....................64
   10.03. Acts of Bondholders.................................................65
   10.04. Notices, Etc., to Indenture Trustee, Issuer and Rating Agencies.....65
   10.05. Notices to Bondholders; Waiver......................................66
   10.06. Conflict With Trust Indenture Act...................................67
   10.07. Effect of Headings..................................................67
   10.08. Successors and Assigns..............................................67
   10.09. Separability........................................................67
   10.10. Benefits of Indenture...............................................67
   10.11. Legal Holidays......................................................68
   10.12. Governing Law.......................................................68
   10.13. Counterparts........................................................68
   10.14. Recording of Indenture..............................................68
   10.15. Issuer Obligation...................................................68
   10.16. No Petition.........................................................68


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   10.17. Inspection..........................................................69

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



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EXHIBITS

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


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          This Indenture, dated as of November 27, 2000, between Impac CMB Trust
Series 2000-2, a Delaware business trust, as Issuer (the "Issuer"), and Bankers
Trust Company of California, N.A., a national banking association, as Indenture
Trustee (the "Indenture Trustee"),

                                WITNESSETH THAT:

          Each party hereto agrees as follows for the benefit of the other party
and for the equal and ratable benefit of the Holders of the Issuer's
Collateralized Asset-Backed Bonds, Series 2000-2 (the "Bonds") and the Bond
Insurer.

                                 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 rights under the (i) Mortgage Loan Sale and Contribution Agreement as
assigned to the Issuer, (ii) the Servicing Agreement and any Subservicing
Agreements, (iii) any title, hazard and primary insurance policies with respect
to the Mortgaged Properties (including the Radian PMI Pool Policy), (iv) the
rights with respect to the Cap Contracts as assigned to the Issuer; (e) with
respect to the Holders of the Class A Bonds, the Bond Insurance Policy; and (f)
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
benefit of the Holders of the Class 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;


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

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



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                                   ARTICLE II

                           Original Issuance of Bonds

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

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

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

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

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

     The Indenture Trustee shall upon Issuer Request authenticate and deliver
the Bonds for original issue in an aggregate initial principal amount of
$491,608,000. The Class A-1 Bonds shall be issued in an aggregate initial
principal amount of $453,782,000, the Class A-2 Bonds shall be issued in an
aggregate initial principal amount of $17,942,000 and the Class B Bonds shall be
issued in an aggregate initial principal amount of $19,884,000.

     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.

     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


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Mortgage Loan Sale and Contribution Agreement and declares that it holds and
will continue to hold those documents and any amendments, replacements or
supplements thereto and all other assets of the Trust Estate as Indenture
Trustee in trust for the use and benefit of all present and future Holders of
the Bonds and the Bond Insurer. No later than 45 days after the Closing Date
(or, with respect to any Eligible Substitute Mortgage Loan, within 5 days after
the receipt by the Indenture Trustee thereof and, with respect to any documents
received beyond 45 days after the Closing Date, promptly thereafter), the
Indenture Trustee agrees, for the benefit of the Bondholders 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 the Mortgage Loan
Sale and Contribution Agreement have been executed and received and whether
those documents relate, determined on the basis of the Mortgagor name, original
principal balance and loan number, to the Mortgage Loans it has received, as
identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER,
that with respect to those documents described in subclause (b)(vii) of such
section, the Indenture Trustee's obligations shall extend only to documents
actually delivered pursuant to such subclause). In performing any such review,
the Indenture Trustee may conclusively rely on the purported due execution and
genuineness of any such document and on the purported genuineness of any
signature thereon. If the Indenture Trustee finds any document constituting part
of the Mortgage File not to have been executed or received, or to be unrelated
to the Mortgage Loans identified in Exhibit B or to appear to be defective on
its face, the Indenture Trustee shall promptly notify the Seller 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.

     (b) No later than 180 days after the Closing Date, 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 the Mortgage Loan Sale and Contribution Agreement
required to be recorded has been returned from the recording office with
evidence of recording thereon or a certified copy has been obtained from the
recording office. If the Indenture Trustee finds any document constituting part
of the Mortgage File has not been received, or to be unrelated, determined on
the basis of the Mortgagor name, original principal balance and loan number, to
the Mortgage Loans identified in Exhibit B or to appear defective on its face,
the Indenture Trustee shall promptly notify the Seller 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


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Mortgage Loan Schedule to reflect such repurchase and shall promptly notify the
Master Servicer, the Bond Insurer and the Rating Agencies of such amendment.


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                                   ARTICLE III

                                    Covenants

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

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

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

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

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

               (ii) give the Indenture Trustee 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;


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

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

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

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

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

     Subject to applicable laws with respect to escheat of funds, any money held
by the Indenture Trustee or any Paying Agent in trust for the payment of any
amount due with respect to any Bond (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
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).



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     Section 3.04. EXISTENCE. The Issuer will keep in full effect its existence,
rights and franchises as a business trust under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other state or of the United States of America,
in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Bonds, the Mortgage Loans and each other
instrument or agreement included in the Trust Estate.

     Section 3.05. PAYMENT OF PRINCIPAL AND INTEREST. (a) On each Payment Date
from amounts on deposit in the Payment Account in accordance with Section 8.02
hereof, the Indenture Trustee shall pay to the Persons specified in clauses (b)
and (c) below, to the extent provided therein, the Available Funds and any
Insured Amount; PROVIDED, HOWEVER, that any amounts representing payments from
the Bond Insurer shall only be used to pay interest and principal to the Class A
Bondholders pursuant to clauses (b)(i) and (v), (c)(i) and (iv) and (h) below.
Interest will accrue on the Bonds during the related Accrual Period on the basis
of the actual number of days in such Accrual Period and a year assumed to
consist of 360 days.

         (b) On each Payment Date, the Group 1 Available Funds shall be
distributed in the following order of priority, in each case to the extent of
amounts available:

               (i) first, to the Holders of the Class A-1 Bonds, the Accrued
     Bond Interest thereon for such Payment Date;

               (ii) second, to the Holders of the Class A-2 Bonds, the Accrued
     Bond Interest for such Payment Date, to the extent not covered by payments
     from the Group 2 Available Funds on such Payment Date or any prior Payment
     Date;

               (iii) third, to the Holders of the Class A-2 Bonds, in reduction
     of the Bond Principal Balance thereof, until such balance has been reduced
     to zero, an amount equal to the lesser of (a) the Cross-Collateralized
     Losses on the Group 2 Loans on such Payment Date, plus any
     Cross-Collateralized Losses on the Group 2 Loans remaining unreimbursed
     from any prior Payment Date (less any payments on such Payment Date or any
     prior Payment Date pursuant to clause (ii) above), to the extent not
     covered by payments from the Group 2 Available Funds on such Payment Date
     or any prior Payment Date, and (b) the excess of (x) the Bond Principal
     Balance of the Class A-2 Bonds over (y) the aggregate Principal Balance of
     the Group 2 Loans, in each case following distributions of the Group 2
     Available Funds to be made on such Payment Date;

               (iv) fourth, to the Holders of the Class B Bonds, the Accrued
     Bond Interest thereon for such Payment Date;



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               (v) fifth, to the Holders of the Class A-1 Bonds and Class B
     Bonds, on a pro rata basis, based on the Bond Principal Balances thereof,
     the Group 1 Principal Payment Amount with respect to such Payment Date, in
     reduction of the Bond Principal Balances thereof, until such balances have
     been reduced to zero;

               (vi) sixth, 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 A-1 Bonds and any other amounts due to the Bond
     Insurer pursuant to the Insurance Agreement, to the extent not previously
     paid or reimbursed;

               (vii) seventh, 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 A-2 Bonds and any other amounts due to the Bond
     Insurer pursuant to the Insurance Agreement, to the extent not previously
     paid or reimbursed (including by payments from the Group 2 Available Funds
     on such Payment Date);

               (viii) eighth, from the amount remaining (the "Group 1 Net
     Monthly Excess Cash Flow"), to the Holders of the Class A-1 Bonds and Class
     B Bonds, on a pro rata basis, based on the Bond Principal Balances thereof,
     the Group 1 Overcollateralization Increase Amount, in reduction of the Bond
     Principal Balances thereof, until the Bond Principal Balances thereof have
     been reduced to zero;

               (ix) ninth, to the Holders of the Class A-2 Bonds, in reduction
     of the Bond Principal Balance thereof, until such balance has been reduced
     to zero, an amount equal to the lesser of (a) the Cross-Collateralized
     Losses on the Group 2 Loans on such Payment Date, plus any
     Cross-Collateralized Losses on the Group 2 Loans remaining unreimbursed
     from any prior Payment Date (less any payments on such Payment Date or any
     prior Payment Date pursuant to clauses (ii) or (iii) above), to the extent
     not covered by payments from the Group 2 Available Funds on such Payment
     Date or any prior Payment Date, and (b) the excess of (x) the Group 2
     Required Overcollateralization Amount over (y) the Group 2
     Overcollateralization Amount, in each case following distributions of the
     Group 2 Available Funds to be made on such Payment Date;

               (x) tenth, to the Holders of the Class B Bonds, in respect of any
     Realized Losses to be allocated thereto on such Payment Date, or previously
     allocated thereto on any prior Payment Date and not previously reimbursed,
     until the amount of such losses have been fully reimbursed;

               (xi) eleventh, to pay the Basis Risk Shortfall Carry-Forward
     Amount on the Class A-1 Bonds, to the extent not covered by a payment of
     the Cap Contract Payment Amount, until reduced to zero;



                                       10

<PAGE>



               (xii) twelfth, to pay the Basis Risk Shortfall Carry-Forward
     Amount on the Class B Bonds, to the extent not covered by a payment of the
     Cap Contract Payment Amount, until reduced to zero;

               (xiii) thirteenth, to the Holders of the Class A-1 Bonds, in
     respect of any related Unpaid Interest Shortfalls previously allocated
     thereto, until the amount of such Unpaid Interest Shortfalls has been
     reduced to zero;

               (xiv) fourteenth, to the Holders of the Class B Bonds, in respect
     of any related Unpaid Interest Shortfalls previously allocated thereto,
     until the amount of such Unpaid Interest Shortfalls has been reduced to
     zero;

               (xv) fifteenth, any remaining amounts will be distributed to the
     Indenture Trustee for amounts owing the Indenture Trustee hereunder (other
     than the Indenture Trustee Fee) remaining unpaid; and

               (xvi) sixteenth, 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.

    (c) On each Payment Date, the Group 2 Available Funds shall be distributed
in the following order of priority, in each case to the extent of amounts
available:

               (i) first, to the Holders of the Class A-2 Bonds, the Accrued
     Bond Interest thereon for such Payment Date;

               (ii) second, to the Holders of the Class A-1 Bonds and Class B
     Bonds, in that order, the Accrued Bond Interest on the Class A-1 Bonds and
     Class B Bonds for such Payment Date, to the extent not covered by payments
     from the Group 1 Available Funds on such Payment Date or any prior Payment
     Date;

               (iii) third, to the Holders of the Class A-1 Bonds and Class B
     Bonds on a pro rata basis, based on the Bond Principal Balances thereof, in
     reduction of the Bond Principal Balances thereof, until such balances have
     been reduced to zero, an amount equal to the lesser of (a) the
     Cross-Collateralized Losses on the Group 1 Loans on such Payment Date, plus
     any Cross-Collateralized Losses on the Group 1 Loans remaining unreimbursed
     from any prior Payment Date (less any payments on such Payment Date or any
     prior Payment Date pursuant to clause (ii) above), to the extent not
     covered by payments from the Group 1 Available Funds on such Payment Date
     or any prior Payment Date, and (b) the excess of (x) the Bond Principal
     Balance of the Class A-1 Bonds over (y) the aggregate Principal Balance of
     the Group 1 Loans, in each case following distributions of the Group 1
     Available Funds to be made on such Payment Date;



                                       11

<PAGE>



               (iv) fourth, to the Holders of the Class A-2 Bonds, the Group 2
     Principal Payment Amount with respect to such Payment Date, in reduction of
     the Bond Principal Balance thereof, until such balance has been reduced to
     zero;

               (v) fifth, 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 A-2 Bonds and any other amounts due to the Bond Insurer
     pursuant to the Insurance Agreement, to the extent not previously paid or
     reimbursed;

               (vi) sixth, 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 A-1 Bonds and any other amounts due to the Bond
     Insurer pursuant to the Insurance Agreement, to the extent not previously
     paid or reimbursed (including by payments from the Group 1 Available Funds
     on such Payment Date);

               (vii) seventh, from the amount remaining (the "Group 2 Net
     Monthly Excess Cash Flow"), to the Holders of the Class A-2 Bonds, the
     Group 2 Overcollateralization Increase Amount, in reduction of the Bond
     Principal Balance thereof, until the Bond Principal Balance thereof has
     been reduced to zero;

               (viii) eighth, to the Holders of the Class A-1 Bonds and Class B
     Bonds on a pro rata basis, based on the Bond Principal Balances thereof, in
     reduction of the Bond Principal Balances thereof, until such balances have
     been reduced to zero, an amount equal to the lesser of (a) the
     Cross-Collateralized Losses on the Group 1 Loans on such Payment Date, plus
     any Cross-Collateralized Losses on the Group 1 Loans remaining unreimbursed
     from any prior Payment Date (less any payments on such Payment Date or any
     prior Payment Date pursuant to clauses (ii) and (iii) above), to the extent
     not covered by payments from the Group 1 Available Funds on such Payment
     Date or any prior Payment Date, and (b) the excess of (x) the Group 1
     Required Overcollateralization Amount over (y) the Group 1
     Overcollateralization Amount, in each case following distributions of the
     Group 1 Available Funds to be made on such Payment Date;

               (ix) ninth, to pay the Basis Risk Shortfall Carry-Forward Amount
     on the Class A-2 Bonds, until reduced to zero;

               (x) tenth, to the Holders of the Class A-2 Bonds, in respect of
     any related Unpaid Interest Shortfalls previously allocated thereto, until
     the amount of such Unpaid Interest Shortfalls has been reduced to zero;

               (xi) eleventh, any remaining amounts will be distributed to the
     Indenture Trustee for amounts owing the Indenture Trustee hereunder (other
     than the Indenture Trustee Fee) remaining unpaid; and



                                       12

<PAGE>



                           (xii) twelfth, 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.

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

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

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

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

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

     (f) 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.

     (g) 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.



                                       13

<PAGE>



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

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


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

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

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

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

               (iv) preserve and defend title to the Trust Estate and the rights
     of the Indenture Trustee, 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)


                                       14

<PAGE>



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

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

     Section 3.07. OPINIONS AS TO TRUST ESTATE. (a) On the Closing Date, the
Issuer shall furnish to the Indenture Trustee, 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 2001, 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


                                       15

<PAGE>



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 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.

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



                                       16

<PAGE>



     Section 3.10. ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will deliver to
the Indenture Trustee and the Bond Insurer, within 120 days after the end of
each fiscal year (which, for the Issuer, is the calendar year) of the Issuer
(commencing with the fiscal year 2000), an Officer's Certificate stating, as to
the Authorized Officer signing such Officer's Certificate, that:

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

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

     Section 3.11. [RESERVED].

     Section 3.12. REPRESENTATIONS AND WARRANTIES CONCERNING THE MORTGAGE LOANS.
The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the
representations and warranties made by the Seller in the Mortgage Loan Sale and
Contribution Agreement concerning the Seller and the Mortgage Loans and the
right to enforce the remedies against the Seller provided in such Mortgage Loan
Sale and Contribution Agreement to the same extent as though such
representations and warranties were made directly to the Indenture Trustee. If a
Responsible Officer of the Indenture Trustee has actual knowledge of any breach
of any representation or warranty made by the Seller in the Mortgage Loan Sale
and Contribution Agreement, the Indenture Trustee shall promptly notify the
Seller 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. As
pledgee under the Radian PMI Pool Policy, the Indenture Trustee, if it becomes
the successor Master Servicer under the Servicing Agreement, shall enforce such
policy.

     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 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,


                                       17

<PAGE>



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:

               (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 and the Indenture Trustee, the payment to the Certificate
     Paying Agent of all amounts due to the Certificateholders, and the
     performance or observance of every agreement and covenant of this Indenture
     on the part of the Issuer to be performed or observed, all as provided
     herein;

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

               (iii) the Rating Agencies shall have notified the Issuer that
     such transaction shall not cause the rating of the Bonds to be reduced,
     suspended or withdrawn or to be considered by either Rating Agency to be
     below investment grade without taking into account the Bond Insurance
     Policy;

               (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;


                                       18

<PAGE>



               (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 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 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 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 that
     such transaction shall not cause the rating of the Bonds without taking
     into account the Bond Insurance Policy to be reduced, suspended or
     withdrawn;



                                       19

<PAGE>



               (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.

     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


                                       20

<PAGE>



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

     Section 3.24. NOTICE OF EVENTS OF DEFAULT. The Issuer shall give the
Indenture Trustee, 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 forward by mail 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.


                                       21

<PAGE>



     Section 3.27. PAYMENTS UNDER THE BOND INSURANCE POLICY. (a) On the second
Business Day prior to any Payment Date and at such time as it shall deliver an
acceleration notice to the Bondholders pursuant to Section 5.02, the Indenture
Trustee on behalf of the Class 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 A Bondholders pursuant to
Section 3.05 hereof or with respect to an acceleration pursuant to Section 5.02
hereof.

     In addition, a draw may be made under the Bond Insurance Policy in respect
of any Preference Amount applicable to any of the Class A Bonds (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 3.28. 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 A-1 Bonds, the Class A-2 Bonds and Class B Bonds shall be
rated no lower than the rating assigned by each Rating Agency to the Class A-1
Bonds, the Class A-2 Bonds and Class 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 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


                                       22

<PAGE>



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 3.29. REPLACEMENT CAP CONTRACTS. In the event of a default by a Cap
Contract Counterparty with respect to the related Cap Contracts (a "Cap Contract
Default"), the Issuer, at its expense, may, but shall not be required to,
substitute a new cap contract for the existing Cap Contracts any other form of
similar coverage for basis risk shortfalls; PROVIDED, HOWEVER, that the timing
and mechanism for receiving payments under such new cap contracts shall be
reasonably acceptable to the Indenture Trustee. It shall be a condition to
substitution of any new cap contracts that there be delivered to the Indenture
Trustee an Opinion of Counsel to the effect that such substitution would not (a)
result in a "substantial modification" of the Bonds under Treasury Regulation
section 1.1001-3, or adversely affect the status of the Bonds as indebtedness
for federal income tax purposes, or (b) if 100% of the Certificates are not
owned by IMH Assets Corp., cause the Trust to be subject to an entity level tax
for federal income tax purposes.

     Section 3.30. ALLOCATION OF REALIZED LOSSES. (a) Prior to each Payment
Date, the Master Servicer shall determine the total amount of Realized Losses
that occurred during the related Prepayment Period, including the High CLTV
Loans (or related REO Properties) which became 180 days delinquent during such
Prepayment Period. The amount of each Realized Loss shall be evidenced by an
Officer's Certificate delivered to the Indenture Trustee with the related
Remittance Report.

           (b) On each Payment Date following the application of all amounts
distributable on such date, to the extent the aggregate Principal Balance of the
Mortgage Loans is less than the aggregate Bond Principal Balances of the Bonds
due to Realized Losses on the Mortgage Loans, the Bond Principal Balances of the
Class B Bonds shall be reduced, until the Bond Principal Balance thereof has
been reduced to zero. Any further losses will be covered by the Bond Insurance
Policy in accordance with the terms thereof. All Realized Losses allocated to
the Class B Bonds will be allocated in proportion to the Percentage Interests
evidenced thereby.


                                       23

<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


                                       24

<PAGE>



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

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

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

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

     Section 4.03. MUTILATED, DESTROYED, LOST OR STOLEN BONDS. If (i) any
mutilated Bond is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Bond, and (ii) there is delivered to the Indenture Trustee such security or
indemnity as may be required by it to hold the Issuer, 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


                                       25

<PAGE>



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



                                       26

<PAGE>



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

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

               (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


                                       27

<PAGE>



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 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 Bondholders) to receive payments of principal
thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09, 3.16, 3.18
and 3.19, (v) the rights, obligations and immunities of the Indenture Trustee
hereunder (including the rights of the Indenture Trustee under Section 6.07 and
the obligations of the Indenture Trustee under Section 4.11) and (vi) the rights
of Bondholders as beneficiaries hereof with respect to the property so deposited
with the Indenture Trustee payable to all or any of them, and the Indenture
Trustee, on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Bonds and shall release and deliver the Collateral to or upon the
order of the Issuer, when

          (A) either

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


                                       28

<PAGE>



discharged from such trust, as provided in Section 3.03) have been delivered to
the Indenture Trustee for cancellation; or

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

               a.   have become due and payable,

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

               c.   have been called for early redemption 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 applicable, as the Indenture Trustee may determine, to the Holders of
Securities, of all sums due and


                                       29

<PAGE>



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 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 cooperate in all respects with any reasonable
request by the Bond Insurer 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 A Bonds, or under this Indenture in respect to
          the Class 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 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 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 A Bonds Outstanding for the
purposes of all approvals, consents, waivers and the institution of any action
and the direction of all remedies, and the Indenture Trustee shall act in
accordance with the directions of the Bond Insurer so long as it is indemnified
therefor to its reasonable satisfaction.


                                       30

<PAGE>



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

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

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

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


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<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 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
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; provided, however, that
for purposes of this sentence and for purposes of this Article V, unless a Bond
Insurer Default exists, the Bond Insurer may exercise the rights of all of the
Holders of the Class A Bonds.

     At any time after such declaration of acceleration of maturity with respect
to an Event of Default has been made and before a judgment or decree for payment
of the money due has been obtained by the Indenture Trustee as hereinafter in
this Article V provided, Holders of Bonds representing not less than a majority
of the aggregate Bond Principal Balance of the Bonds, 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 or the Bond Insurer has paid or deposited with the
     Indenture Trustee a sum sufficient to pay:

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

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



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<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.

provided, however, the Bond Insurer, so long as no Bond Insurer Default exists,
may waive an Event of Default regardless of Section 5.02(i) above.

     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, so long as no Bond Insurer Default exists,
or if a Bond Insurer Default does exist, at the direction of the Holders of a
majority of the aggregate Bond Principal Balances of the Bonds, pay to the
Indenture Trustee, for the benefit of the Holders of Bonds and the Bond Insurer,
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, and at the direction of the Bond Insurer, so long as no Bond Insurer
Default exists, 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,
at the direction of the Bond Insurer, so long as no Bond Insurer Default exists,
subject to the provisions of Section 10.16 hereof may, as more particularly
provided in Section 5.04 hereof, in its discretion, proceed to protect and
enforce its rights and the rights of the Bondholders and the Bond Insurer, by
such appropriate Proceedings as the Indenture Trustee shall be directed by the
Bond Insurer, so long as no Bond Insurer Default exists, 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.



                                       33

<PAGE>



     (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, at the direction of the Bond
Insurer, so long as no Bond Insurer Default exists, 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), the Bond Insurer
     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, the Bond Insurer 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, the Bond Insurer 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, with the consent of the Bond Insurer so long
as no Bond Insurer Default exists, 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


                                       34

<PAGE>



Trustee and each predecessor Indenture Trustee except as a result of negligence
or bad faith and all amounts due to the Bond Insurer.

     (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 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 with the consent of
the Bond Insurer so long as no Bond Insurer Default exists (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 with the consent of the Bond Insurer, so
long as a Bond Insurer Default does not exist, and shall at the direction of the
Bond Insurer so long as no Bond Insurer Default exists, do one or more of the
following (subject to Section 5.05 hereof):

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

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



                                       35

<PAGE>



               (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, the Holders of the Bonds and the Bond
     Insurer; 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 so long as a Bond Insurer Default exists the Indenture
Trustee may not sell or otherwise liquidate the Trust Estate following an Event
of Default, unless (A) the Indenture Trustee obtains the consent of the Holders
of 100% of the aggregate Bond Principal Balance, (B) the proceeds of such sale
or liquidation distributable to the Holders of the Bonds are sufficient to
discharge in full all amounts then due and unpaid upon the Bonds for principal
and interest and to reimburse the Bond Insurer for any amounts drawn under the
Bond Insurance Policy and any other amounts due to the Bond Insurer under the
Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage
Loans will not continue to provide sufficient funds for the payment of principal
of and interest on the Bonds as they would have become due if the Bonds had not
been declared due and payable, and the Indenture Trustee obtains the consent of
the Holders of a majority of the aggregate Bond Principal Balance. 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 subject to the
continued servicing of the Mortgage Loans by the Master Servicer as provided in
the Servicing Agreement.

     (b) If the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out the money or property in the following order;
PROVIDED, HOWEVER, that any amounts representing payments from the Bond Insurer
shall only be used to pay interest and principal to the Class A Bondholders
pursuant to clauses THIRD and FOURTH below:

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

          SECOND: 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;

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

          FOURTH: to Bondholders for amounts due and unpaid on the Bonds with
     respect to principal (including, but not limited to, any Group 1 Principal
     Payment Amount and


                                       36

<PAGE>



     Group 2 Principal Payment Amount), and to each Bondholder ratably, without
     preference or priority of any kind, according to the amounts due and
     payable on the Bonds for principal, until the Bond Principal Balance of
     each Class is reduced to zero;

          FIFTH: 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 SECOND above);

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

          SEVENTH: 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 including payment to 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.



                                       37

<PAGE>



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

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

               (ii) the Holders of not less than 25% of the aggregate Bond
     Principal Balances of the Bonds 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;

               (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


                                       38

<PAGE>



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 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 the Holders of a majority of the aggregate Bond
Principal Balances of Bonds, if a Bond Insurer Default exists, shall have the
right (subject to the provisions of Section 5.06) 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 Holders
     of Bonds representing not less than 100% of the Bond Principal Balances of
     the Bonds;



                                       39

<PAGE>



               (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 Holders of Bonds representing
     less than 100% of the Bond Principal Balances of the Bonds to sell or
     liquidate 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 or might materially adversely affect the rights of
any Bondholders not consenting to such action.

     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 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


                                       40

<PAGE>



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 and under the Insurance Agreement 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

          (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 with the consent of the Bond
Insurer, so long as no Bond Insurer Default exists, 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 Bonds consent to such Sale.


                                       41

<PAGE>



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 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) the amount which
would be distributable to the Holders of the Bonds and Holders of Certificates
and amounts owing 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



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


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                                   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


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<PAGE>



or in the exercise of any of its rights or powers, if it shall have reasonable
grounds to believe that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

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

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

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

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

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

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

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

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

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


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<PAGE>



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

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

     Section 6.05. NOTICE OF EVENT OF DEFAULT. Subject to Section 5.01, the
Indenture Trustee shall promptly mail to each Bondholder 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 Fee shall be paid by the Master Servicer to
the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of the
Servicing Agreement and all amounts owing to the Indenture Trustee hereunder
(including amounts owing from the Issuer for indemnification and otherwise) in
excess of such amount shall be paid solely as provided in Section 3.05(b)(xv)
and 3.05(c)(xi) and Section 5.04(b) hereof. The Indenture Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer shall reimburse the Indenture Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to compensation for its services. Such expenses shall include
reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee's agents, counsel, accountants and experts. The Issuer shall
indemnify the Indenture Trustee against any and all loss, liability or expense
(including attorneys' fees) incurred by it in connection with the administration
of this Trust and the performance of its duties hereunder. The Indenture Trustee
shall notify the Issuer promptly of any claim for which it may seek indemnity.
Failure by the Indenture Trustee to so notify the Issuer


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<PAGE>



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

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

     Section 6.08. REPLACEMENT OF INDENTURE TRUSTEE. No resignation or removal
of the Indenture Trustee and no appointment of a successor Indenture Trustee
shall become effective until the acceptance of appointment by the successor
Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee may
resign at any time by so notifying the Issuer 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 the retiring Indenture Trustee), the
Issuer shall, with the consent of the Bond Insurer so long as no Bond Insurer
Default exists, 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.



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<PAGE>



     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 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 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:



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<PAGE>



               (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 Agreement and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

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

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


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<PAGE>



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

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

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

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

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

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

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

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

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

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

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


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                                       51

<PAGE>



                                   ARTICLE VII

                         BONDHOLDERS' LISTS AND REPORTS

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

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

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

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

     Section 7.03. REPORTS OF ISSUER. (a)(i) The Indenture Trustee shall file
with the Commission on behalf of the Issuer, with a copy to the Issuer 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


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<PAGE>



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

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

     Section 7.04. REPORTS BY INDENTURE TRUSTEE. If required by TIA ss. 313(a),
within 60 days after each November 27 beginning with November 27, 2001, 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 http://www- apps.gis.deutsche-bank.com/invr or deliver at the
recipient's option to each Bondholder and each Certificateholder, the Bond
Insurer, 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, determined in the aggregate and separately for Loan Group 1
     and Loan Group 2;

               (ii) the Group 1 Available Funds, Group 2 Available Funds, Group
     1 Net Monthly Excess Cash Flow and the Group 2 Net Monthly Excess Cash Flow
     payable to each Class of Bondholders for such Payment Date, the Basis Risk
     Shortfall Carry-Forward Amount on each Class of Bonds for such Payment Date
     and the aggregate Unpaid Interest Shortfall on each Class of Bonds for all
     prior Payment Dates;

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

               (iv) the 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;


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

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

               (viii) the number and the aggregate 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 and Loan Group 2;

               (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 Bonds after giving effect to the
     distribution of principal on such Payment Date;

               (x) the number and aggregate Principal Balances of Mortgage Loans
     (a) as to which the Monthly Payment is delinquent for 30-59 days, 60-89
     days, 90 or more days, respectively, (b) in foreclosure and (c) that have
     become REO Property, in each case as of the end of the preceding Due
     Period, determined in the aggregate and separately for Loan Group 1 and
     Loan Group 2;

               (xi) the Cap Contract Payment Amounts;

               (xii) the Group 1 Required Overcollateralization Amount, Group 2
     Required Overcollateralization Amount, Group 1 Overcollateralization
     Amount, Group 2 Overcollateralization Amount, Group 1 Excess
     Overcollateralization Amount, Group 2 Excess Overcollateralization Amount,
     Group 1 Overcollateralization Increase Amount and Group 2
     Overcollateralization Increase Amount, if any, in each case as the end of
     the related Payment Date;

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

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

               (xv) the number and aggregate Principal Balance of Mortgage Loans
     repurchased pursuant to the Mortgage Loan Sale and Contribution Agreement
     for the related Payment Date and cumulatively since the Closing Date,
     determined in the aggregate and separately for Loan Group 1 and Loan Group
     2;



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               (xvi) the Cumulative Loss Percentage, Delinquency Percentage and
     Rolling Delinquency Percentage for such Payment Date, determined in the
     aggregate and separately for Loan Group 1 and Loan Group 2;

               (xvii) the book value of any REO Property;

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

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

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

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



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                                  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 and the Bond
Insurer, 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.

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

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

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


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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 Issuer shall have
the option to redeem the 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 Principal
Balance of the Mortgage Loans is less than or equal to 20% of the aggregate
Principal Balance of the Mortgage Loans as of the end of the prior Due Period or
(ii) the Payment Date occurring in December 2010. The aggregate redemption price
for the Bonds will be equal to the unpaid Bond Principal Balance of the Bonds as
of the Payment Date


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on which the proposed redemption will take place in accordance with the
foregoing, together with accrued and unpaid interest thereon at the applicable
Bond Interest Rate through such Payment Date (including any Unpaid Interest
Shortfalls and Basis Risk Shortfall Carry-Forward Amount), plus an amount
sufficient to pay in full all amounts owing to the 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).

     (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) hereof
and payment in full to the Bond Insurer for all amounts owing under the
Insurance Agreement and the Indenture Trustee, and this Indenture shall be
discharged subject to the provisions of Section 4.10 hereof. If for any reason
the amount deposited by the Issuer is not sufficient to make such redemption or
such redemption cannot be completed for any reason, the amount so deposited by
the Issuer with the Indenture Trustee shall be immediately returned to the
Issuer in full and shall not be used for any other purpose or be deemed to be
part of the Trust Estate.


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                                   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 to surrender any right or power herein
     conferred upon the Issuer;

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

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

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

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

               (viii) to modify, eliminate or add to the provisions of this
     Indenture to such extent as shall be necessary to effect the qualification
     of this Indenture under the TIA or under any


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<PAGE>



     similar federal statute hereafter enacted and to add to this Indenture such
     other provisions as may be expressly required by the TIA;

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


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     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 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.

     The Indenture Trustee may, with the consent of the Bond Insurer, so long as
no Bond Insurer Default exists, in its discretion determine whether or not any
Bonds would be affected by any supplemental indenture and any such determination
shall be conclusive upon the Holders of all Bonds, whether theretofore or
thereafter authenticated and delivered hereunder. The Indenture Trustee shall
not be liable for any such determination made in good faith.

     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.


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

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

     (b)(i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 10.01(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee 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.

               (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


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

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

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

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


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<PAGE>



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

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

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

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

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

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

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

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


                                       65

<PAGE>



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

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

               (ii) the Issuer by the Indenture Trustee or by any Bondholder
     shall be sufficient for every purpose hereunder if in writing and mailed
     first-class, postage prepaid to the Issuer addressed to: Impac CMB Trust
     Series 2000-2, in care of Wilmington Trust Company, Rodney Square North,
     1100 North Market Street, Wilmington, Delaware 19890-0001, Attention:
     Corporate Trust Administration, or at any other address previously
     furnished in writing to the Indenture Trustee by the Issuer. The Issuer
     shall promptly transmit any notice received by it from the Bondholders to
     the Indenture Trustee, 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: Ambac Assurance Corporation, One State Street Plaza, New
     York, New York 10004, Attention: Consumer Asset-Backed Securities Group,
     Telephone: (212) 208-3394, Telecopier: (212) 363-1459. 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.

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

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



                                       66

<PAGE>



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


                                       67

<PAGE>



     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, or join in


                                       68

<PAGE>



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 their 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.



                                       69

<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 2000-2, as
                                     Issuer Wilmington Trust Company, not
                                     in its individual capacity but
                                     solely as Owner Trustee


                                     By:________________________________
                                     Name:
                                     Title:



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


                                     By:_______________________________
                                     Name:
                                     Title:




<PAGE>



STATE OF           )
                          ) ss.:
COUNTY OF          )

     On this 27th day of November 2000, before me personally appeared
____________ to me known, who being by me duly sworn, did depose and say, that
he/she is the ________________ of the Indenture Trustee, one of the corporations
described in and which executed the above instrument; and that she signed her
name thereto by like order.


                                         Notary Public

                                         _________________________
                                         NOTARY PUBLIC





[NOTARIAL SEAL]



<PAGE>



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

         On this 27th day of November, 2000, before me personally appeared
________________ to me known, who being by me duly sworn, did depose and say,
that she resides at _______________ and is the _____________________ of the
Owner Trustee, one of the corporations described in and which executed the above
instrument; and that she signed her name thereto by like order.


                                  Notary Public

                                  _______________________________
                                  NOTARY PUBLIC



[NOTARIAL SEAL]



<PAGE>



                                   EXHIBIT A-1

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

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

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

THIS BOND IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST ESTATE 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.





<PAGE>




                          IMPAC CMB TRUST SERIES 2000-2
                        COLLATERALIZED ASSET-BACKED BONDS
                                CLASS [A-1][A-2]


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


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

PERCENTAGE INTEREST:  ______%                     CUSIP NO. ___________

     Impac CMB Trust Series 2000-2 (the "Issuer"), a Delaware business trust,
for value received, hereby promises to pay to CEDE & CO. or registered assigns,
the principal sum of ($_________________) in monthly installments on the
twenty-fifth day of each month or, if such day is not a Business Day, the next
succeeding Business Day (each a "Payment Date"), commencing in December 2000 and
ending on or before the Payment Date occurring in June 2031 (the "Final
Scheduled Payment Maturity") 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 2000-2 (the "Bonds"), issued under an Indenture dated
as of November 27, 2000 (the "Indenture"), between the Issuer and Bankers Trust
Company of California, N.A., as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Bonds and the terms upon which the Bonds are to
be authenticated and delivered. All terms used in this Bond which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

     Ambac Assurance 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 Insured Amount with respect to the
Class A Bonds 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



<PAGE>



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
[A-1][A-2] Bonds as described above, and shall be applied as between interest
and principal as provided in the Indenture.

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

     The Bonds are subject to redemption in whole, but not in part, by the
Issuer on any Payment Date on or after the earlier of (i) the Payment Date on
which the aggregate Principal Balance of the Mortgage Loans is less than or
equal to 20% of the aggregate Principal Balance of the Mortgage Loans as of the
end of the prior Due Period and (ii) the Payment Date in December 2010.

     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 and payments under the Bond Insurance Policy 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 and the Bond Insurance Policy
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 and the Bond Insurance
Policy.

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



<PAGE>



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

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

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

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

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

     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 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 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.



<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 (i) the Bond Insurer or (ii) if a Bond Insurer Default
exists, 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.



<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 27, 2000

                                   IMPAC CMB TRUST SERIES 2000-2

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



                                   By:_______________________________________
                                            Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

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



By:______________________________________
    Authorized Signatory





<PAGE>



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


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

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

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



<PAGE>



                                   ASSIGNMENT
                                   ----------

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

            ________________________________________________________

            ________________________________________________________

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


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

Dated:_______________              _________________________________________

Signature Guaranteed by _____________________________________________

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



<PAGE>



                                   EXHIBIT A-2

                              FORM OF CLASS B BONDS

THIS BOND IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A 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.





<PAGE>




                          IMPAC CMB TRUST SERIES 2000-2
                        COLLATERALIZED ASSET-BACKED BONDS
                                     CLASS B


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


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

PERCENTAGE INTEREST:  ______%                     CUSIP NO. ___________

     Impac CMB Trust Series 2000-2 (the "Issuer"), a Delaware business trust,
for value received, hereby promises to pay to CEDE & CO. or registered assigns,
the principal sum of ($_________________) in monthly installments on the
twenty-fifth day of each month or, if such day is not a Business Day, the next
succeeding Business Day (each a "Payment Date"), commencing in December 2000 and
ending on or before the Payment Date occurring in June 2031 (the "Final
Scheduled Payment Date") and to pay interest on the Bond Principal Balance of
this Bond (this "Bond") outstanding from time to time as provided below.

     This Bond is one of a duly authorized issue of the Issuer's Collateralized
Asset-Backed Bonds, Series 2000-2 (the "Bonds"), issued under an Indenture dated
as of November 27, 2000 (the "Indenture"), between the Issuer and Bankers Trust
Company of California, N.A., as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Bonds and the terms upon which the Bonds are to
be authenticated and delivered. All terms used in this Bond which are defined in
the Indenture shall have the meanings assigned to them in the Indenture. .
Payments of principal and interest on this Bond will be made on each Payment
Date to the Bondholder of record as of the related Record Date. The "Bond
Principal Balance" of a Bond as of any date of determination is equal to the
initial Bond Principal Balance thereof, reduced by the aggregate of all amounts
previously paid with respect to such Bond on account of principal and the
aggregate amount of cumulative Realized Losses allocated to such Bond on all
prior Payment Dates.

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



<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 Bonds are subject to redemption in whole, but not in part, by the
Issuer on any Payment Date on or after the earlier of (i) the Payment Date on
which the aggregate Principal Balance of the Mortgage Loans is less than or
equal to 20% of the aggregate Principal Balance of the Mortgage Loans as of the
end of the prior Due Period and (ii) the Payment Date in December 2010.

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

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

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

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



<PAGE>



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

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

     The Holder of this Bond or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring the Bond with the assets
of a Plan; (2) none of or (2) none of the Issuer, the Seller, the Depositor, the
Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer, any
other servicer, any administrator, any provider of credit support, including the
Cap Contract Counterparty, or any of their affiliates is a "Party in Interest"
(within the meaning of ERISA) or Disqualified Person (within the meaning of the
Code) with respect to such purchaser that is a Plan; or (3) the acquisition and
holding of a Bond will not give rise to a nonexempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code as a result of any of the
above- mentioned Persons being a "Party in Interest" (within the meaning of
ERISA) or Disqualified Person (within the meaning of the Code).

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

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

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



<PAGE>



Indenture and its consequences. Any such waiver by the Holder, at the time of
the giving thereof, of this Bond (or any one or more Predecessor Bonds) shall
bind the Holder of every Bond issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon such Bond. The Indenture also permits the Issuer and the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of the Holders of the Bonds issued thereunder.

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

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

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



<PAGE>



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

Dated: November 27, 2000

                                IMPAC CMB TRUST SERIES 2000-2

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



                                By:_______________________________________
                                         Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

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



By:______________________________________
    Authorized Signatory





<PAGE>



                                  ABBREVIATIONS


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

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

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



<PAGE>



                                   ASSIGNMENT
                                   ----------

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

            ________________________________________________________

            ________________________________________________________

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


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

Dated:____________________          ____________________________________

Signature Guaranteed by _____________________________________________

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



<PAGE>


                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                             (provided upon request)



<PAGE>



                                    EXHIBIT C

                          FORM OF INITIAL CERTIFICATION


                                             ___________________, 2000

[Issuer]

[Bond Insurer]

[Master Servicer]


Attention:  Impac CMB Trust Series 2000-2

         Re:  Indenture dated as of November 27, 2000, between Impac CMB Trust
              Series 2000-2 and Bankers Trust Company of California, N.A.

Ladies and Gentlemen:

          In accordance with Section 2.03(a) of the above-captioned Indenture,
and Section 2.1(b)(i)-(v) of the Mortgage Loan Sale and Contribution Agreement,
dated as of November 27, 2000 between Impac Mortgage Holdings, Inc. (formerly
known as Imperial Credit Mortgage Holdings, Inc.) and Impac Funding Corporation
(formerly known as ICI Funding Corporation) (the "MLSCA"; and together with the
Indenture, the "Agreements"), the undersigned, as Indenture Trustee, hereby
certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or listed on the exception report
attached hereto) it has reviewed the Mortgage File and the Mortgage Loan
Schedule and has determined that: (i) all documents required to be included in
the Mortgage File are in its possession; (ii) such documents have been reviewed
by it and appear regular on their face and relate to such Mortgage Loan; and
(iii) based on examination by it, and only as to such documents, the information
set forth in items (iii) and (v) of the definition or description of "Mortgage
Loan Schedule" is correct.

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



<PAGE>



with respect to any Mortgage File if no such documents appear in the Mortgage
File delivered to the Indenture Trustee.

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

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


                                       By:__________________________
                                       Name:________________________
                                       Title:_______________________



<PAGE>



                                    EXHIBIT D

                           FORM OF FINAL CERTIFICATION


                                                  ___________________, 200_

[Issuer]

[Bond Insurer]

[Master Servicer]


Attention:  Impac CMB Trust Series 2000-2

     Re:      Indenture, dated as of November 27, 2000, between Impac CMB Trust
              Series 2000-2 and Bankers Trust Company of California, N.A.

Ladies and Gentlemen:

          In accordance with Section 2.03(b) of the above-captioned Indenture,
and Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, dated
as of November 27, 2000, between Impac Mortgage Holdings, Inc. (formerly known
as Imperial Credit Mortgage Holdings, Inc.) and Impac Funding Corporation
(formerly known as ICI Funding Corporation) (the "MLSCA"; and together with the
Indenture, the "Agreements"), the undersigned, as Indenture Trustee, hereby
certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or listed on the exception report
attached hereto) it has received the documents set forth in Section 2.1(b) of
the MLSCA.

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

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




<PAGE>


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


                                               By:_________________________
                                               Name:_______________________
                                               Title:______________________