EXHIBIT 4.1

<PAGE>

                          IMPAC CMB TRUST SERIES 2004-4

                                     Issuer

                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY

                                Indenture Trustee

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

                                    INDENTURE

                           Dated as of April 30, 2004

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

                        COLLATERALIZED ASSET-BACKED BONDS

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

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                                TABLE OF CONTENTS

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Section                                                                                                        Page
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<S>                                                                                                            <C>
ARTICLE I

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

Bonds
       Section 2.01  Form.......................................................................................4
       Section 2.02  Execution, Authentication and Delivery.....................................................4
       Section 2.03  Acceptance of Mortgage Loans by Indenture Trustee..........................................5
       Section 2.04  Acceptance of Derivative Contracts and Special Certificate Cap Contract by
       Indenture Trustee........................................................................................6
Conveyance of the Group 1 Subsequent Mortgage Loans.............................................................6
Conveyance of the Group 2 Subsequent Mortgage Loans.............................................................9

Covenants
       Section 3.01  Collection of Payments with respect to the Mortgage Loans.................................13
       Section 3.02  Maintenance of Office or Agency...........................................................13
       Section 3.03  Money for Payments To Be Held in Trust; Paying Agent......................................13
       Section 3.04  Existence.................................................................................14
       Section 3.05  Payment of Principal and Interest.........................................................15
       Section 3.06  Protection of Trust Estate................................................................19
       Section 3.07  Opinions as to Trust Estate...............................................................20
       Section 3.08  Performance of Obligations................................................................20
       Section 3.09  Negative Covenants........................................................................21
       Section 3.10  Annual Statement as to Compliance.........................................................21
       Section 3.11  [Reserved]................................................................................21
       Section 3.12  Representations and Warranties Concerning the Mortgage Loans..............................21
       Section 3.13  Amendments to Servicing Agreement.........................................................22
       Section 3.14  Master Servicer as Agent and Bailee of the Indenture Trustee..............................22
       Section 3.15  Investment Company Act....................................................................22
       Section 3.16  Issuer May Consolidate, etc...............................................................22
       Section 3.17  Successor or Transferee...................................................................24
       Section 3.18  No Other Business.........................................................................24
       Section 3.19  No Borrowing..............................................................................24
       Section 3.20  Guarantees, Loans, Advances and Other Liabilities.........................................25
       Section 3.21  Capital Expenditures......................................................................25
       Section 3.22  Determination of Bond Interest Rate.......................................................25
       Section 3.23  Restricted Payments.......................................................................25
       Section 3.24  Notice of Events of Default...............................................................25
       Section 3.25  Further Instruments and Acts..............................................................25
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<S>                                                                                                            <C>
       Section 3.26  Statements to Bondholders.................................................................25
       Section 3.27  [Reserved]................................................................................26
       Section 3.28  Certain Representations Regarding the Trust Estate........................................26
       Section 3.29  [Reserved]................................................................................27
       Section 3.30  [Reserved]................................................................................27
       Section 3.31  Replacement Derivative Contracts..........................................................27
       Section 3.32  [Reserved]................................................................................27
       Section 3.33  Allocation of Realized Losses.............................................................27
       Section 3.34  The Group 1 Pre-Funding Account...........................................................28
       Section 3.35  The Group 2 Pre-Funding Account...........................................................29

The Bonds; Satisfaction and Discharge of Indenture
       Section 4.01  The Bonds.................................................................................32
       Section 4.02  Registration of and Limitations on Transfer and Exchange of Bonds;
                     Appointment of Bond Registrar and Certificate Registrar...................................32
       Section 4.03  Mutilated, Destroyed, Lost or Stolen Bonds................................................33
       Section 4.04  Persons Deemed Owners.....................................................................34
       Section 4.05  Cancellation..............................................................................34
       Section 4.06  Book-Entry Bonds..........................................................................34
       Section 4.07  Notices to Depository.....................................................................35
       Section 4.08  Definitive Bonds..........................................................................35
       Section 4.09  Tax Treatment.............................................................................36
       Section 4.10  Satisfaction and Discharge of Indenture...................................................36
       Section 4.11  Application of Trust Money................................................................37
       Section 4.12  [Reserved]................................................................................37
       Section 4.13  Repayment of Monies Held by Paying Agent..................................................37
       Section 4.14  Temporary Bonds...........................................................................37
       Section 4.15  Representation Regarding ERISA............................................................38

ARTICLE V

Default and Remedies
       Section 5.01  Events of Default.........................................................................39
       Section 5.02  Acceleration of Maturity; Rescission and Annulment........................................39
       Section 5.03  Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.................40
       Section 5.04  Remedies; Priorities......................................................................42
       Section 5.05  Optional Preservation of the Trust Estate.................................................44
       Section 5.06  Limitation of Suits.......................................................................44
       Section 5.07  Unconditional Rights of Bondholders To Receive Principal and Interest.....................45
       Section 5.08  Restoration of Rights and Remedies........................................................45
       Section 5.09  Rights and Remedies Cumulative............................................................45
       Section 5.10  Delay or Omission Not a Waiver............................................................45
       Section 5.11  Control By Bondholders....................................................................46
       Section 5.12  Waiver of Past Defaults...................................................................46
       Section 5.13  Undertaking for Costs.....................................................................46
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<TABLE>
<S>                                                                                                            <C>
       Section 5.14  Waiver of Stay or Extension Laws..........................................................47
       Section 5.15  Sale of Trust Estate......................................................................47
       Section 5.16  Action on Bonds...........................................................................48
       Section 5.17  Performance and Enforcement of Certain Obligations........................................49

ARTICLE VI

The Indenture Trustee
       Section 6.01  Duties of Indenture Trustee...............................................................50
       Section 6.02  Rights of Indenture Trustee...............................................................51
       Section 6.03  Individual Rights of Indenture Trustee....................................................52
       Section 6.04  Indenture Trustee's Disclaimer............................................................52
       Section 6.05  Notice of Event of Default................................................................52
       Section 6.06  Reports by Indenture Trustee to Holders and Tax Administration............................52
       Section 6.07  Compensation and Indemnity................................................................52
       Section 6.08  Replacement of Indenture Trustee..........................................................53
       Section 6.09  Successor Indenture Trustee by Merger.....................................................54
       Section 6.10  Appointment of Co-Indenture Trustee or Separate Indenture Trustee.........................54
       Section 6.11  Eligibility; Disqualification.............................................................55
       Section 6.12  Preferential Collection of Claims Against Issuer..........................................55
       Section 6.13  Representations and Warranties............................................................55
       Section 6.14  Directions to Indenture Trustee...........................................................56
       Section 6.15  The Agents................................................................................56

ARTICLE VII

Bondholders' Lists and Reports
       Section 7.01  Issuer To Furnish Indenture Trustee Names and Addresses of Bondholders....................57
       Section 7.02  Preservation of Information; Communications to Bondholders................................57
       Section 7.03  Reports of Issuer.........................................................................57
       Section 7.04  Reports by Indenture Trustee..............................................................58
       Section 7.05  Statements to Bondholders.................................................................58

ARTICLE VIII

Accounts, Disbursements and Releases
       Section 8.01  Collection of Money.......................................................................61
       Section 8.02  Trust Accounts............................................................................61
       Section 8.03  Officer's Certificate.....................................................................61
       Section 8.04  Termination Upon Distribution to Bondholders..............................................62
       Section 8.05  Release of Trust Estate...................................................................62
       Section 8.06  Surrender of Bonds Upon Final Payment.....................................................62
       Section 8.07  Optional Redemption of the Bonds..........................................................62
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<TABLE>
<S>                                                                                                            <C>
ARTICLE IX

Supplemental Indentures
       Section 9.01  Supplemental Indentures Without Consent of Bondholders....................................64
       Section 9.02  Supplemental Indentures With Consent of Bondholders.......................................65
       Section 9.03  Execution of Supplemental Indentures......................................................67
       Section 9.04  Effect of Supplemental Indenture..........................................................67
       Section 9.05  Conformity with Trust Indenture Act.......................................................67
       Section 9.06  Reference in Bonds to Supplemental Indentures.............................................67

ARTICLE X

Miscellaneous
Compliance Certificates and Opinions, etc......................................................................68
       Section 10.02 Form of Documents Delivered to Indenture Trustee..........................................69
       Section 10.03 Acts of Bondholders.......................................................................70
       Section 10.04 Notices etc., to Indenture Trustee Issuer and Rating Agencies.............................70
       Section 10.05 Notices to Bondholders; Waiver............................................................71
       Section 10.06 Conflict with Trust Indenture Act.........................................................71
       Section 10.07 Effect of Headings........................................................................72
       Section 10.09 Separability..............................................................................72
       Section 10.10 [Reserved]................................................................................72
       Section 10.11 Legal Holidays............................................................................72
       Section 10.12 GOVERNING LAW.............................................................................72
       Section 10.13 Counterparts..............................................................................72
       Section 10.14 Recording of Indenture....................................................................72
       Section 10.15 Issuer Obligation.........................................................................72
       Section 10.16 No Petition...............................................................................73
       Section 10.17 Inspection................................................................................73

                 EXHIBITS

       Exhibit A-1   --   Form of Class [_-A-_] Bonds
       Exhibit A-2   --   Form of Class [_]-M-[_] Bonds
       Exhibit A-3   --   Form of Class 2-B Bonds
       Exhibit B     --   Mortgage Loan Schedule
       Exhibit C     --   Form of Initial Certification
       Exhibit D     --   Form of Final Certification
       Exhibit E     --   Derivative Contracts
       Exhibit F     --   Special Certificate Cap Contract
       Exhibit G     --   Form of Group [_] Subsequent Transfer Instrument
       Appendix A    --   Definitions
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            This Indenture, dated as of April 30, 2004, is entered into between
Impac CMB Trust Series 2004-4, a Delaware statutory trust, as Issuer (the
"Issuer"), and Deutsche Bank National Trust Company, a national banking
association, as Indenture Trustee (the "Indenture Trustee").

                                WITNESSETH THAT:

            Each party hereto agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Issuer's
Collateralized Asset-Backed Bonds, Series 2004-4 (the "Bonds").

                                 GRANTING CLAUSE

            The Issuer hereby Grants to the Indenture Trustee at the Closing
Date, as trustee for the benefit of the Holders of the Bonds, all of the
Issuer's right, title and interest in and to whether now existing or hereafter
created by (a) the Mortgage Loans, Eligible Substitute Mortgage Loans and the
proceeds thereof and all rights under the Related Documents; (b) all funds on
deposit from time to time in the Collection Account allocable to the Mortgage
Loans excluding any investment income from such funds; (c) all funds on deposit
from time to time in the Payment Account and in all proceeds thereof; (d) all
funds on deposit from time to time in each of the Group 1 Pre-Funding Account
and Group 2 Pre-Funding Account and in all proceeds thereof; (e) all rights
under (i) the Mortgage Loan Purchase Agreement as assigned to the Issuer, with
respect to the Initial Mortgage Loans, and each Group 1 Subsequent Mortgage Loan
Purchase Agreement and Group 2 Subsequent Mortgage Loan Purchase Agreement as
assigned to the Issuer, with respect to the Group 1 Subsequent Mortgage Loans
and Group 2 Subsequent Mortgage Loans, respectively , (ii) the Servicing
Agreement and any Subservicing Agreements, (iii) any title, hazard and primary
insurance policies with respect to the Mortgaged Properties and (iv) the rights
with respect to the Derivative Contracts and the Special Certificate Cap
Contract as assigned to the Issuer; and (e) all present and future claims,
demands, causes and choses in action in respect of any or all of the foregoing
and all payments on or under, and all proceeds of every kind and nature
whatsoever in respect of, any or all of the foregoing and all payments on or
under, and all proceeds of every kind and nature whatsoever in the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks,
deposit accounts, rights to payment of any and every kind, and other forms of
obligations and receivables, instruments and other property which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Trust Estate" or the "Collateral").

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

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

<PAGE>

                                    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;


                                       2
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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.


                                       3
<PAGE>

                                   ARTICLE II

                           Original Issuance of Bonds

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

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

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

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

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

      The Indenture Trustee shall upon Issuer Request authenticate and deliver
the Class 1-A-1, Class 2-A-1, Class 1-A-2, Class 2-A-2, Class 1-A-3, Class
1-M-1, Class 2-M-1, Class 1-M-2, Class 2-M-2, Class 1-M-3, Class 1-M-4, Class
1-M-5, Class 1-M-6 and Class 2-B Bonds for original issue in an aggregate
initial principal amount of $1,244,270,000. The Class 1-A-1 Bonds shall be
issued in an aggregate initial principal amount of $634,302,000, the Class 1-A-2
Bonds shall be issued in an aggregate initial principal amount of $200,000,000,
the Class 1-A-3 Bonds shall be issued in an aggregate initial principal amount
of $22,000,000, Class 1-M-1 Bonds shall be issued in an aggregate initial
principal amount of $39,160,000, the Class 1-M-2 Bonds shall be issued in an
aggregate initial principal amount of $36,549,000, Class 1-M-3 Bonds shall be
issued in an aggregate initial principal amount of $23,496,000, Class 1-M-4
Bonds shall be issued in an aggregate initial principal amount of $26,106,000,
Class 1-M-5 Bonds shall be issued in an aggregate initial principal amount of
$28,717,000, Class 1-M-6 Bonds shall be issued in an aggregate initial principal
amount of $33,940,000, the Class 2-A-1 Bonds shall be issued in an aggregate
initial principal amount of $95,000,000, the Class 2-A-2 Bonds shall be issued
in an aggregate initial principal amount of $68,000,000, Class 2-M-1 Bonds shall
be issued in an aggregate initial principal amount of $10,000,000, the Class
2-M-2 Bonds shall be issued in an aggregate initial principal amount of
$14,000,000 and the Class 2-B Bonds shall be issued in an aggregate initial
principal amount of $13,000,000.

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


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<PAGE>

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

      Section 2.03 Acceptance of Mortgage Loans by Indenture Trustee. (a)The
Indenture Trustee acknowledges receipt of, subject to the exceptions it notes
pursuant to the procedures described below, the documents (or certified copies
thereof) referred to in Section 2.1(b) of the Mortgage Loan Purchase Agreement,
and declares that it holds and will continue to hold those documents and any
amendments, replacements or supplements thereto and all other assets of the
Trust Estate as Indenture Trustee in trust for the use and benefit of all
present and future Holders of the Bonds. No later than 45 days after the Closing
Date, with respect to the Initial Mortgage Loans, or the applicable Subsequent
Transfer Date, with respect to the related Group 1 Subsequent Mortgage Loans and
Group 2 Subsequent Mortgage Loans (or, with respect to any Eligible Substitute
Mortgage Loan, within 5 days after the receipt by the Indenture Trustee thereof
and, with respect to any documents received beyond 45 days after the Closing
Date, promptly thereafter), the Indenture Trustee agrees, for the benefit of the
Bondholders, to review each Mortgage File delivered to it and to execute and
deliver, or cause to be executed and delivered, to the Seller and the Master
Servicer an Initial Certification in the form annexed hereto as Exhibit C. In
conducting such review, the Indenture Trustee will ascertain whether all
required documents described in Section 2.1(b) of (i) the Mortgage Loan Purchase
Agreement, with respect to the Initial Mortgage Loans, and (ii) the applicable
Group 1 Subsequent Mortgage Loan Purchase Agreements and Group 2 Subsequent
Mortgage Loan Purchase Agreements, with respect to the related Group 1
Subsequent Mortgage Loans and Group 2 Subsequent Mortgage Loans, respectively,
have been executed and received and whether those documents relate, determined
on the basis of the Mortgagor name, original principal balance and loan number,
to the Mortgage Loans it has received, as identified in Exhibit B to this
Indenture, as supplemented (provided, however, that with respect to those
documents described in subclause (b)(vii) of such section, the Indenture
Trustee's obligations shall extend only to documents actually delivered pursuant
to such subclause). In performing any such review, the Indenture Trustee may
conclusively rely on the purported due execution and genuineness of any such
document and on the purported genuineness of any signature thereon. If the
Indenture Trustee finds any document constituting part of the Mortgage File not
to have been executed or received, or to be unrelated to the Mortgage Loans
identified in Exhibit B to this Indenture or to appear to be defective on its
face, the Indenture Trustee shall promptly notify the Seller of such finding and
the Seller's obligation to cure such defect or repurchase or substitute for the
related Mortgage Loan. To the extent the Indenture Trustee has not received a
Mortgage File with respect to any of the Initial Mortgage Loans by the Closing
Date, or any of the related Group 1 Subsequent Mortgage Loans and Group 2
Subsequent Mortgage Loans by the applicable Subsequent Transfer Date, the
Indenture Trustee shall not require the deposit of cash into the Payment Account
or any other account to cover the amount of that Mortgage Loan and shall solely
treat such Mortgage Loan as if it were in breach of a representation or
warranty; provided that the aggregate Stated Principal Balance of such Mortgage
Loans does not exceed 1% of the sum of the Cut-off Date Balance and the Group 1
Original Pre- Funded Amount and Group 2 Original Pre-Funded Amount.

      (b) No later than 180 days after the Closing Date (with respect to the
Initial Mortgage Loans) or the applicable Subsequent Transfer Date (with respect
to the related Group 1 Subsequent


                                       5
<PAGE>

Mortgage Loans and Group 2 Subsequent Mortgage Loans), the Indenture Trustee
will review, for the benefit of the Bondholders, the Mortgage Files and will
execute and deliver or cause to be executed and delivered to the Seller, a Final
Certification in the form annexed hereto as Exhibit D. In conducting such
review, the Indenture Trustee will ascertain whether an original of each
document described in subclauses (b)(ii)-(iv) of Section 2.1 of (i) the Mortgage
Loan Purchase Agreement, with respect to the Initial Mortgage Loans, and (ii)
any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreement, with respect
to the related Group 1 Subsequent Mortgage Loans and Group 2 Subsequent Mortgage
Loans, required to be recorded has been returned from the recording office with
evidence of recording thereon or a certified copy has been obtained from the
recording office. If the Indenture Trustee finds any document constituting part
of the Mortgage File has not been received, or to be unrelated, determined on
the basis of the Mortgagor name, original principal balance and loan number, to
the Mortgage Loans identified in Exhibit B to this Indenture or to appear
defective on its face, the Indenture Trustee shall promptly notify the Seller.

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

      Section 2.04 Acceptance of Derivative Contracts and Special Certificate
Cap Contract by Indenture Trustee. The Indenture Trustee acknowledges receipt of
the Derivative Contracts and the Special Certificate Cap Contract and declares
that it holds and will continue to hold these documents and any amendments,
replacements or supplements thereto and all other assets of the Trust Estate as
Indenture Trustee in trust for the use and benefit of all present and future
Holders of the Bonds. The Indenture Trustee shall enforce the Derivative
Contracts and the Special Certificate Cap Contract in accordance with their
terms.

      Section 2.05 Conveyance of the Group 1 Subsequent Mortgage Loans. (a)
Subject to the conditions set forth in paragraph (b) below and in consideration
of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates,
to or upon the written order of the Depositor, of all or a portion of the
balance of funds in the Group 1 Pre-Funding Account, the Depositor shall on any
Group 1 Subsequent Transfer Date sell, transfer, assign, set over and convey
without recourse to the Trust Estate, but subject to the other terms and
provisions of this Agreement, all of the right, title and interest of the
Depositor in and to (i) the related Group 1 Subsequent Mortgage Loans identified
on the Mortgage Loan Schedule attached to the related Group 1 Subsequent
Transfer Instrument delivered by the Depositor on such Group 1 Subsequent
Transfer Date, (ii) all interest accruing thereon on and after the Subsequent
Cut-off Date (with respect to the Group 1 Subsequent Mortgage Loans) and all
collections in respect of interest and principal due after the Subsequent
Cut-off Date and (iii) all items with respect to such Group 1 Subsequent
Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in
the related Mortgage Files; provided, however, that the Depositor reserves and
retains all right, title and interest in and to principal received and interest
accruing on the Group


                                       6
<PAGE>

1 Subsequent Mortgage Loans prior to the related Subsequent Cut-off Date. The
transfer to the Indenture Trustee for deposit in the Trust Estate by the
Depositor of the Group 1 Subsequent Mortgage Loans identified on the Mortgage
Loan Schedule shall be absolute and is intended by the Depositor, the Master
Servicer, the Indenture Trustee and the Bondholders to constitute and to be
treated as a sale of the Group 1 Subsequent Mortgage Loans by the Depositor to
the Trust Estate. The related Mortgage File for each Group 1 Subsequent Mortgage
Loan shall be delivered to the Indenture Trustee at least three (3) Business
Days prior to the related Subsequent Transfer Date.

      The purchase price paid by the Indenture Trustee from amounts released
from the Group 1 Pre-Funding Account shall be one-hundred percent (100%) of the
aggregate Stated Principal Balance of the Group 1 Subsequent Mortgage Loans so
transferred (as identified on the Mortgage Loan Schedule provided by the
Depositor).

      (b) The Depositor shall transfer to the Indenture Trustee for deposit in
the Trust Estate the applicable Group 1 Subsequent Mortgage Loans and the other
property and rights related thereto as described in paragraph (a) above, and the
Indenture Trustee shall release such applicable funds from the Group 1
Pre-Funding Account, only upon the satisfaction of each of the following
conditions on or prior to the related Group 1 Subsequent Transfer Date:

            (i) the Depositor shall have provided the Indenture Trustee and the
Rating Agencies with a timely Addition Notice and shall have provided any
information reasonably requested by the Indenture Trustee with respect to the
Group 1 Subsequent Mortgage Loans;

            (ii) the Depositor shall have delivered to the Indenture Trustee a
      duly executed Group 1 Subsequent Transfer Instrument (which the Indenture
      Trustee is hereby authorized to execute), which shall include a Mortgage
      Loan Schedule listing the Group 1 Subsequent Mortgage Loans, and the
      Master Servicer, in its capacity as Originator, shall have delivered a
      computer file containing such Mortgage Loan Schedule to the Indenture
      Trustee at least three (3) Business Days prior to the related Group 1
      Subsequent Transfer Date;

            (iii) as of each Group 1 Subsequent Transfer Date, as evidenced by
      delivery of the related Group 1 Subsequent Transfer Instrument,
      substantially in the form of Exhibit G, the Depositor shall not be
      insolvent nor shall it have been rendered insolvent by such transfer nor
      shall it be aware of any pending insolvency;

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

            (v) the Funding Period shall not have terminated;

            (vi) the Depositor shall not have selected the applicable Group 1
      Subsequent Mortgage Loans in a manner that it believed to be adverse to
      the interests of the Bondholders;

            (vii) the Depositor shall have delivered to the Indenture Trustee
      the related Group 1 Subsequent Transfer Instrument confirming the
      satisfaction of the conditions specified in this Section 2.05 and,
      pursuant to such Group 1 Subsequent Transfer Instrument, assigned to the
      Indenture Trustee without recourse for the benefit of the Bondholders all
      the right, title


                                       7
<PAGE>

      and interest of the Depositor, in, to and under the applicable Group 1
      Subsequent Mortgage Loan Purchase Agreement, to the extent of the related
      Group 1 Subsequent Mortgage Loans; and

            (viii) the Depositor shall have delivered to the Indenture Trustee
      an Opinion of Counsel addressed to the Indenture Trustee and the Rating
      Agencies with respect to the transfer of the applicable Group 1 Subsequent
      Mortgage Loans substantially in the form of the Opinion of Counsel
      delivered to the Indenture Trustee on the Closing Date regarding the
      validity of the conveyance and the true sale of such Group 1 Subsequent
      Mortgage Loans.

      (c) The obligation of the Trust Estate to purchase a Group 1 Subsequent
Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of
the conditions set forth in the immediately following paragraph and the accuracy
of the following representations and warranties with respect to each such Group
1 Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off
Date: (i) such Mortgage Loan may not be 30 or more days delinquent as of the
last day of the month preceding the Subsequent Cut-off Date; (ii) the original
term to stated maturity of such Mortgage Loan will not be 360 months; (iii) each
Group 1 Subsequent Mortgage Loan must be an adjustable-rate mortgage loan with a
first lien on the related mortgaged property or a fixed rate mortgage loan with
a second lien on the related mortgaged property; (iv) no Group 1 Subsequent
Mortgage Loan will have a first payment date occurring after August 1, 2004; (v)
the latest maturity date of any Group 1 Subsequent Mortgage Loan will be no
later than July 1, 2034; (vi) none of the Group 1 Subsequent Mortgage Loans will
be a buydown loan; (vii) such Mortgage Loan will have a credit score of not less
than 507; (viii) such Mortgage Loan will have a Mortgage Rate as of the
applicable Subsequent Cut-off Date ranging from approximately 2.625% per annum
to approximately 10.000% per annum; (ix) none of the Group 1 Subsequent Mortgage
loans will be a New York State "high cost" loan; and (x) such Group 1 Subsequent
Mortgage Loan shall have been underwritten in accordance with the criteria set
forth under "The Mortgage Pool--Underwriting Standards" in the Prospectus
Supplement.

      (d) In addition, following the purchase of any Group 1 Subsequent Mortgage
Loan by the Trust, the applicable Group 1 Subsequent Mortgage Loans will as of
the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate
ranging from 5.000% to 6.000% per annum; (ii) consist of Mortgage Loans with
prepayment charges representing no less than approximately 70% of the Pool
Balance; (iii) have a weighted average credit score ranging from 690 to 710;
(iv) have no more than 62% of such Mortgage Loans concentrated in the state of
California; (v) have no less than 80% of the mortgaged properties securing Group
1 Loans be owner occupied; (vi) have no less than 70% of the mortgaged
properties securing Group 1 Loans be single family detached and de minimis
planned unit developments; (vii) have no more than 29% of the Group 1 Loans be
cash-out refinance; (viii) not have any of such group of Group 1 Subsequent
Mortgage Loans with a loan-to-value ratio greater than 80% not be covered by a
Primary Insurance Policy or the Radian Lender-Paid PMI Policy; (ix) have no more
than 68% of the Group 1 Loans be Mortgage Loans with an interest only period;
and (x) together with the Group 1 Loans already included in the trust, have no
more than 1.00% of such Mortgage Loans (by aggregate Stated Principal Balance as
of the Subsequent Cut-off Date) secured by mortgaged properties located in any
one zip code.

      (e) Notwithstanding the foregoing, any Group 1 Subsequent Mortgage Loan
may be rejected by any Rating Agency if the inclusion of any such Group 1
Subsequent Mortgage Loan


                                       8
<PAGE>

would adversely affect the ratings of the Bonds. In addition, minor variances
from the characteristics stated above will be permitted with the consent of the
Rating Agencies so long as there are compensating factors, and the consent of
the Rating Agencies to any group of Group 1 Subsequent Mortgage Loans shall mean
that the representations and warranties set forth in clauses (c) and (d) above
are accurate; provided, however, that the information furnished to the Rating
Agencies in respect of such Group 1 Subsequent Mortgage Loans is true and
correct in all material respects. At least one (1) Business Day prior to the
applicable Group 1 Subsequent Transfer Date, each Rating Agency shall notify the
Indenture Trustee as to which Group 1 Subsequent Mortgage Loans, if any, shall
not be included in the transfer on such Group 1 Subsequent Transfer Date;
provided, however, that the Master Servicer, in its capacity as Originator,
shall have delivered to each Rating Agency at least three (3) Business Days
prior to such Group 1 Subsequent Transfer Date a computer file acceptable to
each Rating Agency describing the characteristics specified in paragraphs (c)
and (d) above.

      Section 2.06 Conveyance of the Group 2 Subsequent Mortgage Loans. (a)
Subject to the conditions set forth in paragraph (b) below and in consideration
of the Indenture Trustee's delivery on the applicable Subsequent Transfer Dates,
to or upon the written order of the Depositor, of all or a portion of the
balance of funds in the Group 2 Pre-Funding Account, the Depositor shall on any
Group 2 Subsequent Transfer Date sell, transfer, assign, set over and convey
without recourse to the Trust Estate, but subject to the other terms and
provisions of this Agreement, all of the right, title and interest of the
Depositor in and to (i) the related Group 2 Subsequent Mortgage Loans identified
on the Mortgage Loan Schedule attached to the related Group 2 Subsequent
Transfer Instrument delivered by the Depositor on such Group 2 Subsequent
Transfer Date, (ii) all interest accruing thereon on and after the Subsequent
Cut-off Date (with respect to the Group 2 Subsequent Mortgage Loans) and all
collections in respect of interest and principal due after the Subsequent
Cut-off Date and (iii) all items with respect to such Group 2 Subsequent
Mortgage Loans to be delivered pursuant to Section 2.03 and the other items in
the related Mortgage Files; provided, however, that the Depositor reserves and
retains all right, title and interest in and to principal received and interest
accruing on the Group 2 Subsequent Mortgage Loans prior to the related
Subsequent Cut-off Date. The transfer to the Indenture Trustee for deposit in
the Trust Estate by the Depositor of the Group 2 Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule shall be absolute and is intended by
the Depositor, the Master Servicer, the Indenture Trustee and the Bondholders to
constitute and to be treated as a sale of the Group 2 Subsequent Mortgage Loans
by the Depositor to the Trust Estate. The related Mortgage File for each Group 2
Subsequent Mortgage Loan shall be delivered to the Indenture Trustee at least
three (3) Business Days prior to the related Subsequent Transfer Date.

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

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


                                       9
<PAGE>

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

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

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

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

            (v) the Funding Period shall not have terminated;

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

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

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

      (c) The obligation of the Trust Estate to purchase a Group 2 Subsequent
Mortgage Loan on any Subsequent Transfer Date is subject to the satisfaction of
the conditions set forth in the immediately following paragraph and the accuracy
of the following representations and warranties with respect to each such Group
2 Subsequent Mortgage Loan determined as of the applicable Subsequent Cut-off
Date: (i) such Subsequent Mortgage Loan may not be 30 or more days delinquent as
of the last day of the month preceding the related Subsequent Cut off Date; (ii)
the original term to stated maturity of such Subsequent Mortgage Loan will not
be less than 180 months and will not exceed 360 months; (iii) each Subsequent
Mortgage Loan must be a fixed rate Mortgage


                                       10
<PAGE>

Loan with a first lien on the related mortgaged property; (iv) no Subsequent
Mortgage Loan will have a first payment date occurring after August 1, 2004; (v)
the latest maturity date of any Subsequent Mortgage Loan will be no later than
July 1, 2034; (vi) no Subsequent Mortgage Loan will be a buydown loan; (vii)
such Subsequent Mortgage Loan will have a credit score of not less than 529;
(viii) such Subsequent Mortgage Loan will have a Mortgage Rate ranging from
approximately 4.750% per annum to approximately 10.625% per annum; (ix) none of
the Group 2 Subsequent Mortgage Loans will be a New York State "high cost" loan;
and (x) such Mortgage Loan shall have been underwritten in accordance with the
criteria set forth under "The Mortgage Pool--Underwriting Standards" in the
Prospectus Supplement.

      (d) In addition, following the purchase of any Group 2 Subsequent Mortgage
Loan by the Trust, the applicable Group 2 Subsequent Mortgage Loans will as of
the related Subsequent Cut-off Date: (i) have a weighted average Mortgage Rate
ranging from 6.400% to 7.000% per annum; (ii) consist of Mortgage Loans with
prepayment charges representing no less than approximately 40% of the Pool
Balance; (iii) have a weighted average credit score ranging from 691 to 700;
(iv) have no more than 45% of such Mortgage Loans concentrated in the state of
California; (v) have no less than 78% of the mortgaged properties be owner
occupied; (vi) have no less than 70% of the mortgaged properties be single
family detached and de minimis planned unit developments; (vii) have no more
than 45% of the Mortgage Loans be cash-out refinance; (viii) none of the
Mortgage Loans will be balloon loans; (ixi) all of the Subsequent Mortgage Loans
with a loan to value ratio greater than 80% will be covered by a Primary
Insurance Policy or the Radian Lender-Paid PMI Policy; and (x) together with the
Group 2 Loans already included in the Trust, have no more than 1.50% of such
Mortgage Loans (by aggregate Stated Principal Balance as of the applicable
Subsequent Cut-off Date) be secured by mortgaged properties located in any one
zip code.

      (e) Notwithstanding the foregoing, any Group 2 Subsequent Mortgage Loan
may be rejected by any Rating Agency if the inclusion of any such Group 2
Subsequent Mortgage Loan would adversely affect the ratings of the Bonds. In
addition, minor variances from the characteristics stated above will be
permitted with the consent of the Rating Agencies so long as there are
compensating factors, and the consent of the Rating Agencies to any group of
Group 2 Subsequent Mortgage Loans shall mean that the representations and
warranties set forth in clauses (c) and (d) above are accurate; provided,
however, that the information furnished to the Rating Agencies in respect of
such Group 2 Subsequent Mortgage Loans is true and correct in all material
respects. At least one (1) Business Day prior to the applicable Group 2
Subsequent Transfer Date, each Rating Agency shall notify the Indenture Trustee
as to which Group 2 Subsequent Mortgage Loans, if any, shall not be included in
the transfer on such Group 2 Subsequent Transfer Date; provided, however, that
the Master Servicer, in its capacity as Originator, shall have delivered to each
Rating Agency at least three (3) Business Days prior to such Group 2 Subsequent
Transfer Date a computer file acceptable to each Rating Agency describing the
characteristics specified in paragraphs (c) and (d) above.


                                       11
<PAGE>

                                   ARTICLE III

                                    Covenants

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

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

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

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

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

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


                                       12
<PAGE>

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

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

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

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

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

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

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


                                       13
<PAGE>

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

      Section 3.05 Payment of Principal and Interest. (a) On each Payment Date
from amounts on deposit in the Payment Account in accordance with Section 8.02
hereof, the Indenture Trustee shall pay to the Persons specified below, to the
extent provided therein, the Available Funds for such Payment Date.

      (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 the Group 1
Available Funds remaining for such Payment Date:

                  (i) concurrently, to the Holders of the Class 1-A-1, Class
      1-A-2 and Class 1-A-3 Bonds, the related Accrued Bond Interest for such
      Class for such Payment Date; and

                  (ii) sequentially, to the Holders of the Class 1-M-1, Class
      1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5 and Class 1-M-6 Bonds, in
      that order, the related Accrued Bond Interest for such Class for such
      Payment Date.

      (c) On each Payment Date, the Holders of the Group 1 Bonds shall be
entitled to receive payments in respect of principal equal the related Principal
Distribution Amount for that Payment Date, allocated on a pro rata basis, based
on the Bond Principal Balances thereof, in reduction of the Bond Principal
Balances thereof, until the Bond Principal Balances thereof have been reduced to
zero.

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

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

                  (ii) first, concurrently on a pro rata basis, to the Holders
      of the Class 1- A-1, Class 1-A-2 and Class 1-A-3 Bonds, and second,
      sequentially, to the Holders of the Class 1-M-1, Class 1-M-2, Class 1-M-3,
      Class 1-M-4, Class 1-M-5 and Class 1-M-6 Bonds, in that order, in an
      amount equal to the Allocated Realized Loss Amount for such Bonds,
      provided, however, that any Allocated Realized Loss Amount allocable to
      the Class 1-A-3 Bonds will be instead applied to the Class 1-A-2 Bonds to
      reduce unpaid Allocated Realized Loss Amounts related to the Class 1-A-2
      Bonds (if any) until reduced to zero;

                  (iii) first, concurrently, to the Holders of the Class 1-A-1,
      Class 1-A-2 and Class 1-A-3 Bonds, and second, sequentially, to the
      Holders of the Class 1-M-1, Class 1-M- 2, Class 1-M-3, Class 1-M-4, Class
      1-M-5 and Class 1-M-6 Bonds, in that order, any Unpaid Interest Shortfall
      for such Bonds on such Payment Date, to the extent not previously
      reimbursed;


                                       14
<PAGE>

                  (iv) first, concurrently, to the Holders of the Class 1-A-1,
      Class 1-A-2 and Class 1-A-3 Bonds, and second, sequentially, to the
      Holders of the Class 1-M-1, Class 1-M- 2, Class 1-M-3, Class 1-M-4, Class
      1-M-5 and Class 1-M-6 Bonds, in that order, any related Basis Risk
      Shortfall Carry-Forward Amount for such Bonds on such Payment Date, to the
      extent not covered by the related Derivative Contracts;

                  (v) to the Holders of the Group 2 Bonds, pro rata, an amount
      equal to any related Overcollateralization Increase Amount resulting from
      any previously unreimbursed Realized Losses on the Group 2 Loans, to the
      extent that such Realized Losses have not been reimbursed by related and
      non-related Net Monthly Excess Cashflow on prior Payment Dates, payable to
      such holders of the Group 2 Bonds as part of the related Principal
      Distribution Amount as described under Section 3.05(g) below;

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

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

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

      (e) (1) With respect to the Class 1-A-1 Derivative Contract and on each
Payment Date, the Class 1-A-1 Net Derivative 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) to the Holders of the Class 1-A-1 Bonds any related
            Basis Risk Shortfall Carry-Forward Amount for such Payment Date; and

                        (ii) 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.

            (2) With respect to the Group 1 Derivative Contracts and on each
Payment Date, the Group 1 Net Derivative 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, concurrently, to the Holders of the Class 1-A-1,
            Class 1-A-2 and Class 1-A-3 Bonds, and second, sequentially, to the
            Holders of the Class 1-M-1, Class 1-M-2, Class 1-M-3, Class 1-M-4,
            Class 1-M-5 and Class 1-M-6 Bonds, in that order, any related Basis
            Risk Shortfall Carry-Forward Amount for such Payment Date; and

                  (ii) 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.


                                       15
<PAGE>

      (f) On each Payment Date, the Group 2 Available Funds shall be distributed
in the following manner, to the extent of the Group 2 Available Funds remaining
for such Payment Date:

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

                  (ii) sequentially, to the Holders of the Class 2-M-1, Class
      2-M-2 and Class 2-B Bonds, in that order, the related Accrued Bond
      Interest for such Class for such Payment Date.

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

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

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

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

                  (iii) first, concurrently to the Holders of the Class 2-A-1
      Bonds and Class 2-A-2 Bonds, and second, sequentially, to the Holders of
      the Class 2-M-1, Class 2-M-2 and Class 2-B Bonds any Unpaid Interest
      Shortfall for such Bonds on such Payment Date, to the extent not
      previously reimbursed;

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

                  (v) to the Holders of the Group 1 Bonds, pro rata, an amount
      equal to any related Overcollateralization Increase Amount resulting from
      any previously unreimbursed Realized Losses on the Group 1 Loans, to the
      extent that such Realized Losses have not been reimbursed by related and
      non-related Net Monthly Excess Cashflow on prior Payment Dates, payable to
      such holders of the Group 1 Bonds as part of the related Principal
      Distribution Amount as described under Section 3.05(c) above;

                  (vi) first, concurrently on a pro rata basis, to the Holders
      of the Class 1- A-1, Class 1-A-2 and Class 1-A-3 Bonds, and second,
      sequentially, to the Holders of the Class 1-M-1, Class 1-M-2, Class 1-M-3,
      Class 1-M-4, Class 1-M-5 and Class 1-M-6 Bonds, in that order, in an
      amount equal to the Allocated Realized Loss Amount for such Bonds,
      provided, however, that any Allocated Realized Loss Amount allocable to
      the Class 1-A-3


                                       16
<PAGE>

      Bonds will be instead applied to the Class 1-A-2 Bonds to reduce unpaid
      Allocated Realized Loss Amounts related to the Class 1-A-2 Bonds (if any)
      until reduced to zero;

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

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

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

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

      (k) 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.

      (l) 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.

      (m) The principal of each Bond shall be due and payable in full on the
Final Scheduled Payment Date for such Bond as provided in the forms of Bond set
forth in Exhibits A-1, A-2 and A-3 to this Indenture. All principal payments on
the Bonds shall be made to the Bondholders entitled thereto in accordance with
the Percentage Interests represented by such Bonds. Upon notice to the Indenture
Trustee by the Issuer, the Indenture Trustee shall notify the Person in whose
name a Bond is registered at the close of business on the Record Date preceding
the Final Scheduled Payment 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


                                       17
<PAGE>

shall specify that payment of the principal amount and any interest due with
respect to such Bond at the Final Scheduled Payment Date or other final Payment
Date will be payable only upon presentation and surrender of such Bond and shall
specify the place where such Bond may be presented and surrendered for such
final payment. No interest shall accrue on the Bonds on or after the Final
Scheduled Payment Date or any such other final Payment Date.

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

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

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

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

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

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

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

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

      Section 3.07 Opinions as to Trust Estate. (a) On the Closing Date, the
Issuer shall furnish to the Indenture Trustee and the Owner Trustee an Opinion
of Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording and filing of this Indenture, any
indentures supplemental hereto, and any other requisite documents, and with
respect to the execution and filing of any financing statements and continuation
statements, as are necessary


                                       18
<PAGE>

to perfect and make effective the lien and first priority security interest in
the Collateral and reciting the details of such action, or stating that, in the
opinion of such counsel, no such action is necessary to make such lien and first
priority security interest effective.

      (b) On or before April 15 in each calendar year, beginning in 2005, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel at the
expense of the Issuer either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording, filing, re- recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as is necessary to maintain the
lien and first priority security interest in the Collateral and reciting the
details of such action or stating that in the opinion of such counsel no such
action is necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest in the Collateral until December 31
in the following calendar year.

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

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

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

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

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

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


                                       19
<PAGE>

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

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

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

      Section 3.10 Annual Statement as to Compliance. The Issuer will deliver to
the Indenture Trustee, by March 1 of each year commencing with the calendar year
2005, an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that:

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

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

      Section 3.11 [Reserved].

      Section 3.12 Representations and Warranties Concerning the Mortgage Loans.
The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit of the
representations and warranties made by the Seller in (i) the Mortgage Loan
Purchase Agreement concerning the Seller and the Initial Mortgage Loans and (ii)
any Group 1 or Group 2 Subsequent Mortgage Loan Purchase Agreements concerning
the Seller and the Group 1 Subsequent Mortgage Loans and Group 2 Subsequent
Mortgage Loans to the same extent as though such representations and warranties
were made directly to the Indenture Trustee. If a Responsible Officer of the
Indenture Trustee has actual knowledge of any breach of any representation or
warranty made by the Seller in the Mortgage Loan Purchase Agreement or in the
applicable Group 1 and Group 2 Subsequent Mortgage Loan Purchase Agreements, the
Indenture Trustee shall promptly notify the Seller of such


                                       20
<PAGE>

finding and the Seller's obligation to cure such defect or repurchase or
substitute for the related Mortgage Loan.

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

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

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

      Section 3.16 Issuer May Consolidate, etc. (a) The Issuer shall not
consolidate or merge with or into any other Person, unless:

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

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


                                       21
<PAGE>

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

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

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

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

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

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

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

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


                                       22
<PAGE>

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

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

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

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

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

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

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

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

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


                                       23
<PAGE>

      Section 3.22 Determination of Bond Interest Rate. On each Interest
Determination Date the Indenture Trustee shall determine One-Month LIBOR and the
related Bond Interest Rate for each Class of Bonds for the following Accrual
Period and shall inform the Issuer, the Master Servicer, and the Depositor at
their respective facsimile numbers given to the Indenture Trustee in writing
thereof. The establishment of One-Month LIBOR on each Interest Determination
Date by the Indenture Trustee and the Indenture Trustee's calculation of the
rate of interest applicable to each 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, Bondholders and the Certificateholders as
contemplated by, and to the extent funds are available for such purpose under
this Indenture and the Trust Agreement and (y) payments to the Master Servicer
and the Subservicers pursuant to the terms of the Servicing Agreement. The
Issuer will not, directly or indirectly, make payments to or distributions from
the Collection Account except in accordance with this Indenture and the Basic
Documents.

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

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

      Section 3.26 Statements to Bondholders. On each Payment Date, the
Indenture Trustee and the Certificate Registrar shall prepare and make available
on the Indenture Trustee's website, https://www.corporatetrust.db.com/invr (or
deliver at the recipient's option), to each Bondholder and Certificateholder the
most recent statement prepared by the Master Servicer pursuant to Section 4.01
of the Servicing Agreement.

      Section 3.27 [Reserved].

      Section 3.28 Certain Representations Regarding the Trust Estate.

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

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


                                       24
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

      (d) The Issuer has caused or will have caused, within ten days, the filing
of all appropriate financing statements in the proper filing office in the
appropriate jurisdictions under applicable law in order to perfect the security
interest in all Collateral granted to the Indenture Trustee hereunder in which a
security interest may be perfected by filing. Any financing statement that is
filed in connection with this Section 3.28 shall contain a statement that a
purchase or security


                                       25
<PAGE>

interest in any collateral described therein will violate the rights of the
secured party named in such financing statement.

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

      Section 3.29 [Reserved].

      Section 3.30 [Reserved].

      Section 3.31 Replacement Derivative Contracts. In the event of a default
by a Derivative Contract Counterparty with respect to the related Derivative
Contracts (a "Derivative Contract Default"), the Issuer, at its expense, may,
but shall not be required to, substitute a new derivative contract for the
existing Derivative Contracts or any other form of similar coverage for basis
risk shortfalls; provided, however, that the timing and mechanism for receiving
payments under such new derivative contracts shall be reasonably acceptable to
the Indenture Trustee. It shall be a condition to substitution of any new
derivative 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 3.32 [Reserved].

      Section 3.33 Allocation of Realized Losses. (a) Prior to each Payment
Date, the Master Servicer shall determine the total amount of Realized Losses
that occurred during the related Prepayment Period. The amount of each Realized
Loss shall be evidenced by an Officer's Certificate delivered to the Indenture
Trustee with the related Remittance Report.

      (b) On each Payment Date following the application of all amounts
distributable on such date, to the extent the aggregate Stated Principal Balance
of the Group 1 Loans is less than the aggregate Bond Principal Balances of the
Group 1 Bonds due to Realized Losses on the Group 1 Loans, the Bond Principal
Balances of the (1) Class 1-M-6, Class 1-M-5, Class 1-M-4, Class 1-M-3, Class
1-M-2 and Class 1-M-1 Bonds, in that order, and (2) Class 1-A-1, Class 1-A-2 and
Class 1-A-3 Bonds, pro rata, shall be reduced, until the Bond Principal Balance
thereof has been reduced to zero; provided, however, that any Realized Losses
allocable to the Class1- A-2 Bonds will be instead applied to the Class 1-A-3
Bonds until the Bond Principal Balance of the Class 1-A-3 Bonds has been reduced
to zero. On each Payment Date following the application of all amounts
distributable on such date, to the extent the aggregate Stated Principal Balance
of the Group 2 Loans is less than the aggregate Bond Principal Balances of the
Group 2 Bonds due to Realized Losses on the Group 2 Loans, the Bond Principal
Balances of the of the Class 2-B, Class 2-M-2 and Class 2-M-1 Bonds, in that
order, shall be reduced, until the Bond Principal Balance thereof has been
reduced to zero. All Realized Losses allocated to a Class of Bonds will be
allocated in proportion to the Percentage Interests evidenced thereby.


                                       26
<PAGE>

      Section 3.34 The Group 1 Pre-Funding Account. (a) No later than the
Closing Date, the Indenture Trustee shall establish and maintain a segregated
trust account that is an Eligible Account, which shall be titled "Group 1
Pre-Funding Account, Deutsche Bank National Trust Company, as indenture trustee
for the registered holders of IMH Assets Corp., Collateralized Asset-Backed
Bonds, Series 2004-4" (the "Group 1 Pre-Funding Account"). The Indenture Trustee
shall, promptly upon receipt, deposit in the Group 1 Pre-Funding Account and
retain therein the Group 1 Original Pre-Funded Amount remitted on the Closing
Date to the Indenture Trustee by the Depositor. Funds deposited in the Group 1
Pre-Funding Account shall be held in trust by the Indenture Trustee for the
Bondholders for the uses and purposes set forth herein.

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

      (c) Amounts on deposit in the Group 1 Pre-Funding Account shall be
withdrawn by the Indenture Trustee as follows:

            (i) On any Group 1 Subsequent Transfer Date, the Indenture Trustee
shall withdraw from the Group 1 Pre-Funding Account an amount equal to 100% of
the aggregate Stated Principal Balances of the related Group 1 Subsequent
Mortgage Loans transferred and assigned to the Indenture Trustee for deposit in
the Mortgage Pool on such Group 1 Subsequent Transfer Date and pay such amount
to or upon the order of the Issuer upon satisfaction of the conditions set forth
in Section 2.05 with respect to such transfer and assignment;

            (ii) If the amount on deposit in the Group 1 Pre-Funding Account has
not been reduced to zero during the Funding Period, on the day immediately
following the termination of the Funding Period, the Indenture Trustee shall
deposit into the Payment Account any amounts remaining in the Group 1
Pre-Funding Account for distribution in accordance with the terms hereof;


                                       27
<PAGE>

            (iii) To withdraw any amount not required to be deposited in the
Group 1 Pre-Funding Account or deposited therein in error; and

            (iv) To clear and terminate the Group 1 Pre-Funding Account upon the
earlier to occur of (A) the Payment Date immediately following the end of the
Funding Period and (B) the termination of this Indenture, with any amounts
remaining on deposit therein being paid to the Holders of the Bonds then
entitled to distributions in respect of principal.

      Section 3.35 The Group 2 Pre-Funding Account. (a) No later than the
Closing Date, the Indenture Trustee shall establish and maintain a segregated
trust account that is an Eligible Account, which shall be titled "Group 2
Pre-Funding Account, Deutsche Bank National Trust Company, as indenture trustee
for the registered holders of IMH Assets Corp., Collateralized Asset-Backed
Bonds, Series 2004-4" (the "Group 2 Pre-Funding Account"). The Indenture Trustee
shall, promptly upon receipt, deposit in the Group 2 Pre-Funding Account and
retain therein the Group 2 Original Pre-Funded Amount remitted on the Closing
Date to the Indenture Trustee by the Depositor. Funds deposited in the Group 2
Pre-Funding Account shall be held in trust by the Indenture Trustee for the
Bondholders for the uses and purposes set forth herein.

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

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

            (i) On any Group 2 Subsequent Transfer Date, the Indenture Trustee
shall withdraw from the Group 2 Pre-Funding Account an amount equal to 100% of
the aggregate Stated Principal Balances of the related Group 2 Subsequent
Mortgage Loans transferred and assigned to the Indenture Trustee for deposit in
the Mortgage Pool on such Group 2 Subsequent Transfer Date


                                       28
<PAGE>

and pay such amount to or upon the order of the Issuer upon satisfaction of the
conditions set forth in Section 2.05 with respect to such transfer and
assignment;

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

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

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

      Section 3.36 Grant of the Group 1 Subsequent Mortgage Loans. In
consideration of the delivery on each Group 1 Subsequent Transfer Date to or
upon the order of the Issuer of all or a portion of the amount on deposit in the
Group 1 Pre-Funding Account, the Depositor shall, to the extent of the
availability thereof, on such Group 1 Subsequent Transfer Date during the
Funding Period, grant to the Indenture Trustee all of its rights, title and
interest in the Group 1 Subsequent Mortgage Loans and simultaneously with the
Grant of the Group 1 Subsequent Mortgage Loans, the Depositor will cause the
related Mortgage File to be delivered to the Indenture Trustee.

      Section 3.37 Grant of the Group 2 Subsequent Mortgage Loans. In
consideration of the delivery on each Group 2 Subsequent Transfer Date to or
upon the order of the Issuer of all or a portion of the amount on deposit in the
Group 2 Pre-Funding Account, the Depositor shall, to the extent of the
availability thereof, on such Group 2 Subsequent Transfer Date during the
Funding Period, grant to the Indenture Trustee all of its rights, title and
interest in the Group 2 Subsequent Mortgage Loans and simultaneously with the
Grant of the Group 2 Subsequent Mortgage Loans, the Depositor will cause the
related Mortgage File to be delivered to the Indenture Trustee.


                                       29
<PAGE>

                                   ARTICLE IV

               The Bonds; Satisfaction and Discharge of Indenture

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

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

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

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

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

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


                                       30
<PAGE>

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

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

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

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


                                       31
<PAGE>

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

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

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

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

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

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

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


                                       32
<PAGE>

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

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

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

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

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

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


                                       33
<PAGE>

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

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

            (A) either

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

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

                  a.    have become due and payable,

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

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

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


                                       34
<PAGE>

amounts deposited with the Indenture Trustee are sufficient to pay and discharge
the entire indebtedness of such Bonds, or, in the case of c. above, the Issuer
shall have complied with all requirements of Section 8.07 hereof,

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

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

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

      Section 4.12 [Reserved].

      Section 4.13 Repayment of Monies Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Bonds, all
monies then held by any Person other than the Indenture Trustee under the
provisions of this Indenture with respect to such Bonds shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.05 and thereupon such Person shall be released from all further
liability with respect to such monies.

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

      If temporary Bonds are issued, the Issuer will cause Definitive Bonds to
be prepared without unreasonable delay. After the preparation of the Definitive
Bonds, the temporary Bonds shall be exchangeable for Definitive Bonds upon
surrender of the temporary Bonds at the office of the Indenture Trustee's agent
located at DTC Transfer Services, located at 55 Water Street, Jeanette Park
Entrance, New York, New York 10041, without charge to the Holder. Upon surrender
for cancellation of any one or more temporary Bonds, the Issuer shall execute
and the Indenture Trustee shall authenticate and make available for delivery, in
exchange therefor, Definitive Bonds of


                                       35
<PAGE>

authorized denominations and of like tenor, class and aggregate principal
amount. Until so exchanged, such temporary Bonds shall in all respects be
entitled to the same benefits under this Indenture as Definitive Bonds.

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


                                       36
<PAGE>

                                    ARTICLE V

                              Default and Remedies

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

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

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

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

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

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

                  (C) all amounts owed to the Derivative Contract Counterparty;
            and

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

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


                                       37
<PAGE>

      Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

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

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

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

      (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Bonds or any Person having or claiming an ownership interest in
the Trust Estate, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Bonds, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, as directed in writing by Holders
of a majority of the aggregate Bond Principal Balances of the Bonds,
irrespective of whether the principal of any Bonds shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether
the Indenture Trustee shall have made any demand pursuant to the provisions of
this Section, shall be entitled and empowered, by intervention in such
Proceedings or otherwise:

                  (i) to file and prove a claim or claims for the whole amount
      of principal and interest owing and unpaid in respect of the Bonds and to
      file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Indenture


                                       38
<PAGE>

      Trustee (including any claim for reasonable compensation to the Indenture
      Trustee and each predecessor Indenture Trustee, and their respective
      agents, attorneys and counsel, and for reimbursement of all expenses and
      liabilities incurred, and all advances made, by the Indenture Trustee and
      each predecessor Indenture Trustee, except as a result of negligence or
      bad faith) and of the Bondholders allowed in such Proceedings;

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

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

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

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

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

      (f) All rights of action and of asserting claims under this Indenture, or
under any of the Bonds, may be enforced by the Indenture Trustee without the
possession of any of the Bonds or the production thereof in any trial or other
Proceedings relative thereto, and any such action or proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
ratable benefit of the Holders of the Bonds, subject to Section 5.05 hereof.

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


                                       39
<PAGE>

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

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

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

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

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

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, unless (A) the
Indenture Trustee obtains the consent of the Holders of 100% of the aggregate
Bond Principal Balance of the Bonds, (B) the proceeds of such sale or
liquidation distributable to the Holders of the Bonds are sufficient to
discharge in full all amounts then due and unpaid upon such Bonds for principal
and interest or (C) the Indenture Trustee determines that the Mortgage Loans
will not continue to provide sufficient funds for the payment of principal of
and interest on the applicable Bonds as they would have become due if the Bonds
had not been declared due and payable, and the Indenture Trustee obtains the
consent of the Holders of a majority of the aggregate Bond Principal Balance of
the Bonds. In determining such sufficiency or insufficiency with respect to
clause (B) and (C), the Indenture Trustee may, but need not, obtain and rely
upon an opinion (obtained at the expense of the Trust) of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose. Notwithstanding the foregoing, so long as an Event of
Servicer Termination has not occurred, any Sale of the Trust Estate shall be
made subject to the continued servicing of the Mortgage Loans by the Master
Servicer as provided in the Servicing Agreement.

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

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

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


                                       40
<PAGE>

            THIRD: to the Bondholders for amounts due and unpaid on the Bonds
      (including Unpaid Interest Shortfalls but not including any Basis Risk
      Shortfall Carry-Forward Amounts) with respect to interest, first, to the
      Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 2-A-1 and Class 2-A-2
      Bondholders, concurrently, second, to the Class 1-M-1 Bondholders and
      Class 2-M-1 Bondholders, concurrently, third, to the Class 1-M-2
      Bondholders and Class 2-M-2 Bondholders, concurrently, fourth, to the
      Class 1-M-3 Bondholders, fifth, to the Class 1-M-4 Bondholders, sixth, to
      the Class 1-M-5 Bondholders, seventh, to the Class 1-M-6 Bondholders, and
      eighth to the Class 2-B Bondholders according to the amounts due and
      payable on the Bonds for interest;

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

            FIFTH: to the Bondholders, first, to the Class 1-A-1, Class 1-A-2,
      Class 1-A-3, Class 2-A-1 and Class 2-A-2 Bondholders, concurrently,
      second, to the Class 1-M-1 Bondholders and Class 2-M-1 Bondholders,
      concurrently, third, to the Class 1-M-2 Bondholders and Class 2-M-2
      Bondholders, concurrently, fourth, to the Class 1-M-3 Bondholders, fifth,
      to the Class 1-M-4 Bondholders, sixth, to the Class 1-M-5 Bondholders,
      seventh, to the Class 1-M-6 Bondholders, and eighth to the Class 2-B
      Bondholders, the amount of any related Allocated Realized Loss Amount not
      previously paid;

            SIXTH: to the Bondholders for amounts due and unpaid on the Bonds
      with respect to any related Unpaid Interest Shortfalls, first, to the
      Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 2-A-1 and Class 2-A-2
      Bondholders, concurrently, second, to the Class 1-M-1 Bondholders and
      Class 2-M-1 Bondholders, concurrently, third, to the Class 1-M-2
      Bondholders and Class 2-M-2 Bondholders, concurrently, fourth, to the
      Class 1-M-3 Bondholders, fifth, to the Class 1-M-4 Bondholders, sixth, to
      the Class 1-M-5 Bondholders, seventh, to the Class 1-M-6 Bondholders, and
      eighth to the Class 2-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;

            SEVENTH: to the Bondholders for amounts due and unpaid on the Bonds
      with respect to any related Basis Risk Shortfall Carry-Forward Amounts,
      first, to the Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 2-A-1 and Class
      2-A-2 Bondholders, concurrently, second, to the Class 1-M-1 Bondholders
      and Class 2-M-1 Bondholders, concurrently, third, to the Class 1-M-2
      Bondholders and Class 2-M-2 Bondholders, concurrently, fourth, to the
      Class 1-M-3 Bondholders, fifth, to the Class 1-M-4 Bondholders, sixth, to
      the Class 1-M-5 Bondholders, seventh, to the Class 1-M-6 Bondholders, and
      eighth to the Class 2-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;

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


                                       41
<PAGE>

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

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

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

      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; and

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

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


                                       42
<PAGE>

preference over any other Holders or to enforce any right under this Indenture,
except in the manner herein provided.

      Subject to the last paragraph of Section 5.11 herein, in the event the
Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Holders of Bonds, each representing less
than a majority of the Bond Principal Balances of the Bonds, the Indenture
Trustee in its sole discretion may determine what action, if any, shall be
taken, notwithstanding any other provisions of this Indenture.

      Section 5.07 Unconditional Rights of Bondholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Bond shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Bond on or after the
respective due dates thereof expressed in such Bond or in this Indenture and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

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

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

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

      Section 5.11 Control By Bondholders. The Holders of a majority of the
aggregate Bond Principal Balances of Bonds shall have the right to direct the
time, method and place of conducting any Proceeding for any remedy available to
the Indenture Trustee with respect to the Bonds or exercising any trust or power
conferred on the Indenture Trustee; provided that:

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


                                       43
<PAGE>

                  (ii) any direction to the Indenture Trustee to sell or
      liquidate the Trust Estate shall be by Holders of Bonds representing not
      less than 100% of the Bond Principal Balances of the Bonds; and

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

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

      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 or (b) in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder of
each Bond. In the case of any such waiver, the Issuer, the Indenture Trustee and
the Holders of the Bonds shall be restored to their former positions and rights
hereunder, respectively, but no such waiver shall extend to any subsequent or
other Event of Default or impair any right consequent thereto.

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

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

      Section 5.14 Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it shall not
hinder, delay or impede the execution of any power


                                       44
<PAGE>

herein granted to the Indenture Trustee, but will suffer and permit the
execution of every such power as though no such law had been enacted.

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

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

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

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

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

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

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

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

            (1) any Holder or Holders of Bonds may bid for and purchase the
      property offered for sale, and upon compliance with the terms of sale may
      hold, retain and possess and dispose of such property, without further
      accountability, and may, in paying the purchase money therefor, deliver
      any Bonds or claims for interest thereon in lieu of cash up to the amount
      which shall, upon distribution of the net proceeds of such sale, be
      payable


                                       45
<PAGE>

      thereon, and such Bonds, in case the amounts so payable thereon shall be
      less than the amount due thereon, shall be returned to the Holders thereof
      after being appropriately stamped to show such partial payment;

            (2) the Indenture Trustee, may bid for and acquire the property
      offered for Sale in connection with any Sale thereof, and, subject to any
      requirements of, and to the extent permitted by, applicable law in
      connection therewith, may purchase all or any portion of the Trust Estate
      in a private sale, and, in lieu of paying cash therefor, may make
      settlement for the purchase price by crediting the gross Sale price
      against the sum of (A) the amount which would be distributable to the
      Holders of the Bonds and Holders of Certificates as a result of such Sale
      in accordance with Section 5.04(b) hererof on the Payment Date next
      succeeding the date of such Sale and (B) the expenses of the Sale and of
      any Proceedings in connection therewith which are reimbursable to it,
      without being required to produce the Bonds in order to complete any such
      Sale or in order for the net Sale price to be credited against such Bonds,
      and any property so acquired by the Indenture Trustee shall be held and
      dealt with by it in accordance with the provisions of this Indenture;

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

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

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

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

      Section 5.17 Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so, the Issuer in
its capacity as holder of the Mortgage Loans, shall take all such lawful action
as the Indenture Trustee may request to cause the Issuer to compel or secure the
performance and observance by the Seller and the Master Servicer, as applicable,
of each of their obligations to the Issuer under or in connection with the
Mortgage Loan Purchase Agreement, any Group 1 or Group 2 Subsequent Mortgage
Loan Purchase Agreement and the Servicing Agreement, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Mortgage Loan Purchase Agreement, any Group 1 or Group
2 Subsequent Mortgage Loan Purchase Agreement and the Servicing


                                       46
<PAGE>

Agreement to the extent and in the manner directed by the Indenture Trustee, as
pledgee of the Mortgage Loans, including the transmission of notices of default
on the part of the Seller or the Master Servicer thereunder and the institution
of legal or administrative actions or proceedings to compel or secure
performance by the Seller or the Master Servicer of each of their obligations
under the Mortgage Loan Purchase Agreement, any Group 1 or Group 2 Subsequent
Mortgage Loan Purchase Agreement and the Servicing Agreement.

      (b) The Indenture Trustee, as pledgee of the Mortgage Loans, may, and at
the direction (which direction shall be in writing or by telephone (confirmed in
writing promptly thereafter)) of the Holders of 66-2/3% of the Bond Principal
Balances of the Bonds, shall exercise all rights, remedies, powers, privileges
and claims of the Issuer against the Seller or the Master Servicer under or in
connection with the Mortgage Loan Purchase Agreement, any Group 1 or Group 2
Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement,
including the right or power to take any action to compel or secure performance
or observance by the Seller or the Master Servicer, as the case may be, of each
of their obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Mortgage Loan
Purchase Agreement, any Group 1 or Group 2 Subsequent Mortgage Loan Purchase
Agreement and the Servicing Agreement, as the case may be, and any right of the
Issuer to take such action shall not be suspended.


                                       47
<PAGE>

                                   ARTICLE VI

                              The Indenture Trustee

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

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

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

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

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

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

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

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

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

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

      (f) No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it.


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<PAGE>

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

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

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

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

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

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

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

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

      (g) The Indenture Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Indenture Trustee's
economic self-interest for (i) serving as investment adviser, administrator,
shareholder servicing agent, custodian or sub-custodian with respect to certain
of the Eligible Investments, (ii) using Affiliates to effect transactions in
certain Eligible Investments and (iii) effecting transactions in certain
Eligible Investments. Such compensation shall not be considered an amount that
is reimbursable or payable to the Indenture Trustee (i) as part of the Indenture
Trustee Fee, (ii) pursuant to Sections 3.05(d), 3.05(h), 5.04(b), 6.07 or
8.02(c) hereunder or (iii) out of Available Funds.

      (h) In order to comply with its duties under the U.S. Patriot Act, the
Indenture Trustee shall obtain and verify certain information and documentation
from the other party to this Indenture, including, but not limited to, such
party's name, address, and other identifying information.


                                       49
<PAGE>

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

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

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

      Section 6.06 Reports by Indenture Trustee to Holders and Tax
Administration. The Indenture Trustee shall deliver to each Bondholder such
information as may be required to enable such holder to prepare its federal and
state income tax returns.

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

      Section 6.07 Compensation and Indemnity. The Issuer shall pay to the
Indenture Trustee on each Payment Date reasonable compensation for its services.
The amount of the Indenture Trustee's Fee shall be paid by the Master Servicer
to the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of
the Servicing Agreement and all amounts owing to the Indenture Trustee hereunder
(including amounts owing from the Issuer for indemnification and otherwise) in
excess of such amount shall be paid solely as provided in Section 3.05(d)(ix),
Section 3.05(h)(viii) 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


                                       50
<PAGE>

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

      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. Holders of a majority of Bond
Principal Balances of the Bonds may remove the Indenture Trustee by so notifying
the Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer
shall, remove the Indenture Trustee if:

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

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

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

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

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

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

      If a successor Indenture Trustee does not take office within 60 days after
the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer or the Holders of a majority of Bond Principal Balances of
the Bonds may petition any court of competent jurisdiction for the appointment
of a successor Indenture Trustee.


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<PAGE>

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

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

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

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

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

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


                                       52
<PAGE>

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

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

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

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

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

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

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

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

                  (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


                                       53
<PAGE>

      of this Indenture have been duly authorized by the Indenture Trustee by
      all necessary corporate action;

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

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

      Section 6.14 Directions to Indenture Trustee. The Indenture Trustee is
hereby directed:

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

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

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

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


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<PAGE>

                                   ARTICLE VII

                         Bondholders' Lists and Reports

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

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

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

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

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

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

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


                                       55
<PAGE>

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

      Section 7.04 Reports by Indenture Trustee. If required by TIA ss. 313(a),
within 60 days after each January 30 beginning with March 31, 2005, the
Indenture Trustee shall mail to each Bondholder as required by TIA ss. 313(c) a
brief report dated as of such date that complies with TIA ss. 313(a). The
Indenture Trustee also shall comply with TIA ss. 313(b).

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

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

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

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

                  (iii) (a) the amount of such distribution to each Class 1-A-1,
      Class 2-A-1, Class 1-A-2, Class 2-A-2, Class 1-A-3, Class 1-M-1, Class
      2-M-1, Class 1-M-2, Class 2-M- 2, Class 1-M-3, Class 1-M-4, Class 1-M-5,
      Class 1-M-6 and Class 2-B Bonds applied to reduce the Bond Principal
      Balance thereof, and (b) the aggregate amount included therein
      representing Principal Prepayments;

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

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

                  (vi) 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;

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


                                       56
<PAGE>

                  (viii) the aggregate Bond Principal Balance of each Class of
      Bonds, after giving effect to the amounts distributed on such Payment
      Date, separately identifying any reduction thereof due to Realized Losses
      other than pursuant to an actual distribution of principal and the
      aggregate Bond Principal Balance of all of the Class 1-A-1, Class 2-A-1,
      Class 1-A-2, Class 2-A-2, Class 1-A-3, Class 1-M-1, Class 2-M-1, Class
      1-M-2, Class 2-M- 2, Class 1-M-3, Class 1-M-4, Class 1-M-5, Class 1-M-6
      and Class 2-B Bonds after giving effect to the distribution of principal
      on such Payment Date;

                  (ix) the number and aggregate Stated Principal Balances of
      Mortgage Loans (a) as to which the Monthly Payment is delinquent for 31-60
      days, 61-90 days, 91 or more days, respectively, (b) in foreclosure and
      (c) that have become REO Property, in each case as of the end of the
      preceding calendar month, determined in the aggregate and separately for
      Loan Group 1 and Loan Group 2;

                  (x) the Group 1 Net Derivative Contract Payment Amount and
      Class 1-A- 1 Net Derivative Contract Payment Amount;

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

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

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

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

                  (xv) the book value of any REO Property;

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

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

                  (xviii) the amount withdrawn from the Group 1 Pre-Funding
      Account and used to make payments to Bondholders on that Payment Date, the
      amount remaining on deposit following such Payment Date, and the amount
      withdrawn from the Group 1 Pre- Funding Account used to buy certain Group
      1 Subsequent Mortgage Loans prior to such Payment Date; and


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<PAGE>

                  (xix) the amount withdrawn from the Group 2 Pre-Funding
      Account and used to make payments to Bondholders on that Payment Date, the
      amount remaining on deposit following such Payment Date, and the amount
      withdrawn from the Group 2 Pre- Funding Account used to buy certain Group
      2 Subsequent Mortgage Loans prior to such Payment Date.

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

      The Indenture Trustee may conclusively rely upon the Remittance Report
provided by the Master Servicer pursuant to Section 4.01 of the Servicing
Agreement and on the amount of the Class 1-A-1 and Group 1 Net Derivative
Contract Payment Amount furnished to the Indenture Trustee pursuant to the
Derivative Contracts in its preparation of its Statement to Bondholders.


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<PAGE>

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

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

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

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

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

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

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


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<PAGE>

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

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

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

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

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

      Section 8.06 Surrender of Bonds Upon Final Payment. By acceptance of any
Bond, the Holder thereof agrees to surrender such Bond to the Indenture Trustee
promptly, prior to such Bondholder's receipt of the final payment thereon.

      Section 8.07 Optional Redemption of the Bonds. (a) The Majority
Certificateholder 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 Stated Principal Balance of the Group 1 Loans and Group 2
Loans as of the end of the prior Due Period is less than or equal to 20% of the
aggregate Stated Principal Balance of the Group 1 Loans and Group 2 Loans as of
the Cut-off Date and the sum of the Group 1 Original Pre-Funded Amount and Group
2 Original Pre-Funded Amount and (ii) the Payment Date occurring in May 2014.
The aggregate redemption price for the Bonds will be equal to the unpaid Bond
Principal Balance of the Bonds as of the Payment Date on which the proposed
redemption will take place in accordance with the foregoing, together with
accrued and unpaid interest thereon at the applicable Bond Interest Rate through
such Payment Date (including any related Unpaid Interest Shortfall and Basis
Risk Shortfall Carry-Forward Amount), plus an amount sufficient to pay in full
all amounts owing to the Indenture Trustee under this Indenture (which amounts
shall be specified in writing upon request of the Issuer by the Indenture
Trustee)


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<PAGE>

and plus an amount equal to any amounts owing to the Derivative Contract
Counterparty under the Derivative Contracts.

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


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<PAGE>

                                   ARTICLE IX

                             Supplemental Indentures

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

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

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

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

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

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

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

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

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

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


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<PAGE>

supplement and to the effect that (i) such indenture supplement is permitted
hereunder and (ii) entering into such indenture supplement will not result in a
"substantial modification" of the Bonds under Treasury Regulation Section
1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal
income tax purposes.

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

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

      Section 9.02 Supplemental Indentures With Consent of Bondholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Request, also
may, with prior notice to the Rating Agencies and, with the consent of the
Holders of not less than a majority of the Bond Principal Balance of each Class
of Bonds affected thereby, by Act (as defined in Section 10.03 hereof) of such
Holders delivered to the Issuer and the Indenture Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Holders of
the Bonds under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Bond affected
thereby:

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

                  (ii) reduce the percentage of the Bond Principal Balances of
      the Bonds, the consent of the Holders of which is required for any such
      supplemental indenture, or the consent of the Holders of which is required
      for any waiver of compliance with certain 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";


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<PAGE>

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

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

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

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

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

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

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

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

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


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<PAGE>

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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<PAGE>

                                    ARTICLE X

                                  Miscellaneous

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

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

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

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

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

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

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

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

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


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<PAGE>

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

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

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

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

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

      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.


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<PAGE>

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

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

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

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

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

      Section 10.04 Notices etc., to Indenture Trustee Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Bondholders or other documents provided or permitted by this Indenture
shall be in writing and if such request, demand, authorization, direction,
notice, consent, waiver or act of Bondholders is to be made upon, given or
furnished to or filed with:

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


                                       68
<PAGE>

      to the Issuer addressed to: Impac CMB Trust Series 2004-4, in care of
      Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
      Wilmington, Delaware 19990- 0001, Attention: Corporate Trust
      Administration, or at any other address previously furnished in writing to
      the Indenture Trustee by the Issuer. The Issuer shall promptly transmit
      any notice received by it from the Bondholders to the Indenture Trustee.

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

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

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

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


                                       69
<PAGE>

      Section 10.07 Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.

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

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

      Section 10.10 [Reserved].

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

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

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

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


                                       70
<PAGE>

the Owner Trustee have no such obligations in their individual capacity) and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity. For all purposes of this Indenture, in the performance of any
duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of Article
VI, VII and VIII of the Trust Agreement.

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

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


                                       71
<PAGE>

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

                                        IMPAC CMB TRUST SERIES 2004-4, as Issuer
                                        Wilmington Trust Company, not in its
                                        individual capacity but solely as Owner
                                        Trustee

                                        By:    /s/ Janel R. Havrilla
                                              ----------------------------------
                                        Name:  Janel R. Havrilla
                                        Title: Financial Services Officer


                                        DEUTSCHE BANK NATIONAL TRUST
                                        COMPANY, as Indenture Trustee

                                        By:    /s/ Alan Sueda
                                              ----------------------------------
                                        Name:  Alan Sueda
                                        Title: Associate

                                        By:    /s/ Jeremy Conyers
                                              ----------------------------------
                                        Name:  Jeremy Conyers
                                        Title: Associate

<PAGE>

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

      On this 30th day of April, 2004, before me personally appeared Jeremy
Conyers to me known, who being by me duly sworn, did depose and say, that he is
the Associate of the Indenture Trustee, one of the corporations described in and
which executed the above instrument; and that he signed his name thereto by like
order.

                                                Notary Public

                                                ________________________________
                                                NOTARY PUBLIC

[NOTARIAL SEAL]

<PAGE>

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

      On this 30th day of April, 2004, before me personally appeared Alan Sueda
to me known, who being by me duly sworn, did depose and say, that he is an
Associate of the Indenture Trustee, one of the corporations described in and
which executed the above instrument; and that 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 30th day of April, 2004, before me personally appeared Janel R.
Havrilla to me known, who being by me duly sworn, did depose and say, that she
is a Financial Services Officer of the Owner Trustee, one of the entities
described in and which executed the above instrument; and that she signed her
name thereto by like order.

                                                Notary Public

                                                ________________________________
                                                NOTARY PUBLIC

[NOTARIAL SEAL]

<PAGE>

                                   EXHIBIT A-1

                           FORM OF CLASS [_-A-_] BONDS

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

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

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

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


                                      A-1-1
<PAGE>

                          IMPAC CMB TRUST SERIES 2004-4
                        COLLATERALIZED ASSET-BACKED BONDS
                                  CLASS [_-A-_]

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

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

PERCENTAGE INTEREST: 100%                        CUSIP NO. [        ]

      Impac CMB Trust Series 2004-4 (the "Issuer"), a Delaware statutory trust,
for value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of ($_________________) in monthly installments on the
twenty-fifth day of each month or, if such day is not a Business Day, the next
succeeding Business Day (each a "Payment Date"), commencing in May 2004 and
ending on or before the Payment Date occurring in [_________] (the "Final
Scheduled Payment Date") and to pay interest on the Bond Principal Balance of
this Bond (this "Bond") outstanding from time to time as provided below.

      This Bond is one of a duly authorized issue of the Issuer's Collateralized
Asset-Backed Bonds, Series 2004-4 (the "Bonds"), issued under an Indenture dated
as of April 30, 2004 (the "Indenture"), between the Issuer and Deutsche Bank
National Trust Company, as indenture trustee (the "Indenture Trustee", which
term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Bonds and the terms upon which the Bonds are to
be authenticated and delivered. All terms used in this Bond which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

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

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


                                      A-1-2
<PAGE>

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

      The Bonds are subject to redemption in whole, but not in part, by the
Majority Certificateholder on any Payment Date on or after the earlier of (i)
the Payment Date on which the aggregate Stated Principal Balance of the Group 1
Loans and Group 2 Loans as of the end of the prior Due Period is less than or
equal to 20% of the aggregate Stated Principal Balance of the Group 1 Loans and
Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original
Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment
Date occurring in May 2014.

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

      Any payment of principal or interest payable on this Bond which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Bond is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Bond Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Bond, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Bond delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the principal amount of a
Bond (or one or more predecessor Bonds) effected by payments of principal made
on any Payment Date 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


                                     A-1-3
<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 Plan
Assets or (2) (A) the acquisition, holding and transfer of a Bond will not give
rise to a nonexempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code as a result of the Issuer, the Seller, the Depositor, the
Underwriters, the Owner Trustee, the Indenture Trustee, the Master Servicer, any
Subservicer, any other servicer, any administrator, any provider of credit
support, any owner of the Certificates, or any of their Affiliates being a
"Party in Interest" (within the meaning of ERISA) or Disqualified Person (within
the meaning of the Code) with respect to such Holder or Beneficial Owner that is
a Plan and (B) the Bonds are rated investment grade or better and such person
believes that the Bonds are properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat the
Bonds. Alternatively, regardless of the rating of the Bonds, such person may
provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
which opinion of counsel will not be at the expense of the Issuer, the Seller,
any Underwriter, the Owner Trustee, the Indenture Trustee, the Master Servicer
or any successor servicer which opines that the acquisition, holding and
transfer of such Bond or interest therein is permissible under applicable law,
will not constitute or result in a non-exempt prohibited transaction under ERISA
or Section 4975 of the Code and will not subject the Issuer, the Seller, the
Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master
Servicer or any successor servicer to any obligation in addition to those
undertaken in the Indenture.

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

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


                                     A-1-4
<PAGE>

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

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

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

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


                                     A-1-5
<PAGE>

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

Dated: April 30, 2004

                                        IMPAC CMB TRUST SERIES 2004-4

                                        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-_] Bonds referred to in the within-mentioned
Indenture.

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee


By:______________________________________
    Authorized Signatory


                                     A-1-6
<PAGE>

                                  ABBREVIATIONS

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

           TEN COM    --        as tenants in common

           TEN ENT    --        as tenants by the entireties

           JT TEN     --        as joint tenants with right of survivorship and
                                not as tenants in common

UNIF GIFT MIN ACT     --        __________ Custodian

                                ______________________________
                                  (Cust)             (Minor)

                                under Uniform Gifts to Minor Act

                                _______________________________
                                                                 (State)

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


                                     A-1-7
<PAGE>

                                   ASSIGNMENT

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

      PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

                   ___________________________________________

                   ___________________________________________

                   ___________________________________________

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

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

Dated: ________________        _______________________________________


Signature Guaranteed by ______________________________________________

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


                                     A-1-8
<PAGE>

                                   EXHIBIT A-2

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

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

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

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

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

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


                                      A-2-1
<PAGE>

                          IMPAC CMB TRUST SERIES 2004-4
                        COLLATERALIZED ASSET-BACKED BONDS
                                 CLASS [_]-M-[_]

AGGREGATE BOND PRINCIPAL                              BOND INTEREST
BALANCE:                                              RATE: [       %]
$[       ]

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

PERCENTAGE INTEREST: 100%                             CUSIP NO. [       ]

      Impac CMB Trust Series 2004-4 (the "Issuer"), a Delaware statutory trust,
for value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of ______________________________ ($___________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in May 2004 and ending on or before the Payment Date occurring in
[__________] (the "Final Scheduled Payment Date") and to pay interest on the
Bond Principal Balance of this Bond (this "Bond") outstanding from time to time
as provided below.

      This Bond is one of a duly authorized issue of the Issuer's Collateralized
Asset-Backed Bonds, Series 2004-4 (the "Bonds"), issued under an Indenture dated
as of April 30, 2004 (the "Indenture"), between the Issuer and Deutsche Bank
National Trust Company, as indenture trustee (the "Indenture Trustee", which
term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Bonds and the terms upon which the Bonds are to
be authenticated and delivered. All terms used in this Bond which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

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

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

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


                                     A-2-2
<PAGE>

      The Bonds are subject to redemption in whole, but not in part, by the
Majority Certificateholder on any Payment Date on or after the earlier of (i)
the Payment Date on which the aggregate Stated Principal Balance of the Group 1
Loans and Group 2 Loans as of the end of the prior Due Period is less than or
equal to 20% of the aggregate Stated Principal Balance of the Group 1 Loans and
Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original
Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment
Date occurring in May 2014.

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

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

      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


                                     A-2-3
<PAGE>

therein, all amounts collected as proceeds of the Trust Estate securing the
Bonds or otherwise shall continue to be applied to payments of principal of and
interest on the Bonds as if they had not been declared due and payable.

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

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

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

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

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


                                     A-2-4
<PAGE>

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

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

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

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


                                     A-2-5
<PAGE>

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

Dated: April 30, 2004

                                   IMPAC CMB TRUST SERIES 2004-4

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


                                   By:______________________________________
                                       Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee

By:_________________________________
    Authorized Signatory


                                     A-2-6
<PAGE>

                                  ABBREVIATIONS

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

           TEN COM         --   as tenants in common

           TEN ENT         --   as tenants by the entireties

           JT TEN          --   as joint tenants with right of survivorship and
                                not as tenants in common

       UNIF GIFT MIN ACT   --   __________ Custodian
                                _________________________________
                                 (Cust)                 (Minor)

                                under Uniform Gifts to Minor Act

                                ___________________________
                                                                (State)

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


                                     A-2-7
<PAGE>

                                   ASSIGNMENT

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

                _______________________________________________

                _______________________________________________

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

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

Dated: ________________        _______________________________________


Signature Guaranteed by ______________________________________________

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


                                     A-2-8
<PAGE>

                                   EXHIBIT A-3

                             FORM OF CLASS 2-B BONDS

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

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

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

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

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


                                     A-3-1
<PAGE>

                          IMPAC CMB TRUST SERIES 2004-4
                        COLLATERALIZED ASSET-BACKED BONDS
                                    CLASS 2-B

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

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

PERCENTAGE INTEREST: 100%                 CUSIP NO. [       ]

      Impac CMB Trust Series 2004-4 (the "Issuer"), a Delaware statutory trust,
for value received, hereby promises to pay to Cede & Co. or registered assigns,
the principal sum of ______________________________ ($___________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in May 2004 and ending on or before the Payment Date occurring in
[__________] (the "Final Scheduled Payment Date") and to pay interest on the
Bond Principal Balance of this Bond (this "Bond") outstanding from time to time
as provided below.

      This Bond is one of a duly authorized issue of the Issuer's Collateralized
Asset-Backed Bonds, Series 2004-4 (the "Bonds"), issued under an Indenture dated
as of April 30, 2004 (the "Indenture"), between the Issuer and Deutsche Bank
National Trust Company, as indenture trustee (the "Indenture Trustee", which
term includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Bonds and the terms upon which the Bonds are to
be authenticated and delivered. All terms used in this Bond which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

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

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

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


                                     A-3-2
<PAGE>

      The Bonds are subject to redemption in whole, but not in part, by the
Majority Certificateholder on any Payment Date on or after the earlier of (i)
the Payment Date on which the aggregate Stated Principal Balance of the Group 1
Loans and Group 2 Loans as of the end of the prior Due Period is less than or
equal to 20% of the aggregate Stated Principal Balance of the Group 1 Loans and
Group 2 Loans as of the Cut-off Date and the sum of the Group 1 Original
Pre-Funded Amount and Group 2 Original Pre-Funded Amount and (ii) the Payment
Date occurring in May 2014.

      The Issuer shall not be liable upon the indebtedness evidenced by the
Bonds except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Bonds. The assets included in the
Trust Estate will be the sole source of payments on the Class 2-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 2-B Bonds pursuant to the Indenture
and the rights conveyed to the Issuer under the Indenture.

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

      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


                                     A-3-3
<PAGE>

therein, all amounts collected as proceeds of the Trust Estate securing the
Bonds or otherwise shall continue to be applied to payments of principal of and
interest on the Bonds as if they had not been declared due and payable.

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

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

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

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

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


                                     A-3-4
<PAGE>

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

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

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

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


                                     A-3-5
<PAGE>

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

Dated: April 30, 2004

                                  IMPAC CMB TRUST SERIES 2004-4

                                  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 2-B Bonds referred to in the within-mentioned
Indenture.

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee

By: ______________________________
    Authorized Signatory


                                     A-3-6
<PAGE>

                                  ABBREVIATIONS

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

           TEN COM         --   as tenants in common

           TEN ENT         --   as tenants by the entireties

           JT TEN          --   as joint tenants with right of survivorship and
                                not as tenants in common

       UNIF GIFT MIN ACT   --   __________ Custodian

                                _______________________________
                                  (Cust)                (Minor)

                                under Uniform Gifts to Minor Act

                                ____________________
                                                              (State)

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


                                     A-3-7
<PAGE>

                                   ASSIGNMENT

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

                _______________________________________________

                _______________________________________________

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

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

Dated:_______________________                   ________________________________

Signature Guaranteed by ________________________________________________________

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


                                     A-3-8
<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                                (Filed Manually)


                                       B-1
<PAGE>

                                    EXHIBIT C

                          FORM OF INITIAL CERTIFICATION

                                                 ____________________, 200_

[Issuer]

[Master Servicer]

Attention:  Impac CMB Trust Series 2004-4

            Re:   Indenture dated as of April 30, 2004, between Impac CMB Trust
                  Series 2004- 4 and Deutsche Bank National Trust Company

Ladies and Gentlemen:

            In accordance with Section 2.03(a) of the above-captioned Indenture,
and Section 2.1(b)(i)-(v) of the Mortgage Loan Purchase Agreement, dated as of
April 30, 2004 between Impac Mortgage Holdings, Inc. and Impac Funding
Corporation (the "MLPA"; and together with the Indenture, the "Agreements"), the
undersigned, as Indenture Trustee, hereby certifies that as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed on the exception report attached hereto) it has reviewed the
Mortgage File and the Mortgage Loan Schedule and has determined that: (i) all
documents required to be included in the Mortgage File are in its possession;
(ii) such documents have been reviewed by it and appear regular on their face
and relate to such Mortgage Loan; and (iii) based on examination by it, and only
as to such documents, the information set forth in items (iii) and (v) of the
definition or description of "Mortgage Loan Schedule" is correct.

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

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


                                      C-1
<PAGE>

                                            DEUTSCHE BANK NATIONAL
                                            TRUST COMPANY,
                                            as Indenture Trustee

                                            By:________________________________
                                               Name:
                                               Title:


                                      C-2
<PAGE>

                                    EXHIBIT D

                           FORM OF FINAL CERTIFICATION

                                                 ____________________, 200_

[Issuer]

[Master Servicer]

Attention: Impac CMB Trust Series 2004-4

            Re:   Indenture, dated as of April 30, 2004, between Impac CMB Trust
                  Series 2004-4 and Deutsche Bank National Trust Company

Ladies and Gentlemen:

            In accordance with Section 2.03(b) of the above-captioned Indenture,
and Section 2.1(b) of the Mortgage Loan Purchase Agreement, dated as of April
30, 2004, between Impac Mortgage Holdings, Inc. (formerly known as Imperial
Credit Mortgage Holdings, Inc.) and Impac Funding Corporation (formerly known as
ICI Funding Corporation) (the "MLPA"; and together with the Indenture, the
"Agreements"), the undersigned, as Indenture Trustee, hereby certifies that as
to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or listed on the exception report attached hereto) it
has received the documents set forth in Section 2.1(b) of the MLPA.

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


                                      D-1
<PAGE>

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

                                           DEUTSCHE BANK NATIONAL
                                           TRUST COMPANY,
                                           as Indenture Trustee


                                           By:_______________________________
                                              Name:
                                              Title:


                                      D-2
<PAGE>

                                    EXHIBIT E

                              DERIVATIVE CONTRACTS

                             (Provided Upon Request)


                                       E-1
<PAGE>

                                    EXHIBIT F

                        SPECIAL CERTIFICATE CAP CONTRACT

                             (Provided Upon Request)


                                       F-1
<PAGE>

                                    EXHIBIT G

                FORM OF GROUP [_] SUBSEQUENT TRANSFER INSTRUMENT

      Pursuant to this Group [_] Subsequent Transfer Instrument, dated
[_______________] (the "Instrument"), between IMH Assets Corp. as Seller (the
"Company"), and Deutsche Bank National Trust Company as indenture trustee of the
IMH Assets Corp., Collateralized Asset-Backed Bonds, Series 2004-43, as
purchaser (the "Indenture Trustee"), on behalf of Impac CMB Trust Series 2004-
43 (the "Issuer"), as purchaser, and pursuant to the Indenture, dated as of
April 30, 2004 (the "Indenture"), between the Issuer and the Indenture Trustee,
as indenture trustee, the Company and the Indenture Trustee agree to the sale by
the Company and the purchase by the Indenture Trustee in trust, on behalf of the
Trust, of the Group [_] Subsequent Mortgage Loans on the attached Schedule 1 of
Mortgage Loans (the "Group [_] Subsequent Mortgage Loans").

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

            Section 1. Conveyance of Group [_] Subsequent Mortgage Loans;
Acceptance of Mortgage Loans by the Indenture Trustee.

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

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

            (c) The Indenture Trustee acknowledges receipt of, subject to the
exceptions it notes pursuant to the procedures described in Section 2.03 of the
Indenture, the documents (or certified copies thereof) referred to in Section
2.1(b) of the Group [_] Subsequent Mortgage Loan Purchase Agreement, and
declares that it holds and will continue to hold those documents and any
amendments, replacements or supplements thereto and all other assets of the
Trust Estate as Indenture Trustee in trust for the use and benefit of all
present and future Holders of the Bonds.


                                      F-2
<PAGE>

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

            Section 2. Representations and Warranties; Conditions Precedent.

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

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

            Section 3. Recordation of Instrument.

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

            Section 4. Governing Law.

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

            Section 5. Counterparts.

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

            Section 6. Successors and Assigns.

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


                                      F-3
<PAGE>

IMH ASSETS CORP.


By:_______________________________
Name:
Title:

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


By:_______________________________
Name:
Title:


                                      F-4

<PAGE>

                                   APPENDIX A
                                   DEFINITIONS

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

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

            Adjustable Rate Bonds: The Group 1 Bonds, Class 2-M-2 Bonds and
Class 2-B Bonds.

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

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

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

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

            Allocated Realized Loss Amount: With respect to any Class of Bonds,
other than the Class 2-A-1 Bonds and Class 2-A-2 Bonds, and any Payment Date, an
amount equal to the sum of any Realized Loss allocated to that Class of Bonds on
that Payment Date and any Allocated Realized Loss Amount for that Class
remaining unpaid from the previous Payment Date, less the amount of any
Subsequent Recoveries added to the Bond Principal Balance of such Bond.

            Appraised Value: The appraised value of a Mortgaged Property based
upon the lesser of (i) the appraisal made at the time of the origination of the
related Mortgage Loan, or (ii) the sale price of such Mortgaged Property at such
time of origination. With respect to a Mortgage Loan,

<PAGE>

the proceeds of which were used to refinance an existing mortgage loan, the
appraised value of the Mortgaged Property based upon the appraisal obtained at
the time of refinancing.

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

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

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

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

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

            (i) the product of:

                  (1) the weighted average of

                        (x)   the Group 1 Net WAC Rate and

                        (y)   the amount of interest earned on amounts on
                              deposit in the Group 1 Pre-Funding Account from
                              the prior Payment Date to the current Payment
                              Date, expressed as a percentage of the Group 1
                              Pre-Funded Amount at the end of the prior Due
                              Period and converted to a per annum rate,

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

                  (2) a fraction equal to


                                       2
<PAGE>

                        (x) the sum of the aggregate Stated Principal Balance of
                  the Group 1 Loans and the Group 1 Pre-Funded Amount as of the
                  end of the prior Due Period divided by

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

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

On any Payment Date following the Funding Period, the per annum rate equal to
the product of:

            (i)   the product of:

                  (1) the Group 1 Net WAC Rate and

                  (2) a fraction equal to

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

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

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

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

            (i)   the product of:

                  (1) the weighted average of

                        (x)   the Group 2 Net WAC Rate and

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

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


                                       3
<PAGE>

                  (2) a fraction equal to

                        (x) the sum of the aggregate Stated Principal Balance of
                  the Group 2 Loans and the Group 2 Pre-Funded Amount as of the
                  end of the prior Due Period divided by

                        (y) the aggregate Bond Principal Balance of the Group 2
                  Bonds immediately prior to such Payment Date, and

            (ii)  (A) in the case of the Fixed Rate Bonds, a fraction equal to
                  (x) 30 divided by (y) 30 or (B) in the case of the Class 2-M-2
                  Bonds and Class 2-B Bonds, a fraction equal to (x) 30 divided
                  by (y) the number of days in the related Accrual Period.

On any Payment Date following the Funding Period, the per annum rate equal to
the product of:

            (i)   the product of:

                  (1) the Group 2 Net WAC Rate and

                  (2) a fraction equal to

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

                        (y) the aggregate Bond Principal Balance of the Group 2
                  Bonds immediately prior to such Payment Date, and

            (ii)  (A) in the case of the Fixed Rate Bonds, a fraction equal to
                  (x) 30 divided by (y) 30 or (B) in the case of the Class 2-M-2
                  Bonds and Class 2-B Bonds, a fraction equal to (x) 30 divided
                  by (y) the number of days in the related Accrual Period.

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

            Basic Documents: The Trust Agreement, the Certificate of Trust, the
Indenture, the Servicing Agreement, the Mortgage Loan Purchase Agreement, the
Derivative Contracts, the Special Certificate Cap Contract and the other
documents and certificates delivered in connection with any of the above.

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


                                       4
<PAGE>

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

            Basis Risk Shortfall Carry-Forward Amount: With respect to each
Class of Bonds and any Payment Date, as determined separately for each Class of
Bonds, an amount equal to the aggregate amount of Basis Risk Shortfall for such
Bonds on such Payment Date, plus any unpaid Basis Risk Shortfall for such Class
of Bonds from prior Payment Dates, plus interest thereon at the Bond Interest
Rate for such Payment Date, to the extent previously unreimbursed by the related
Derivative Contracts or by related Net Monthly Excess Cash Flow.

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

            Bond: A Class A, Class M or Class 2-B Bond.

            Bond Interest Rate: With respect to each Payment Date and each Class
of Bonds, other than the Fixed Rate Bonds, a floating rate equal to the least of
(i) One-Month LIBOR plus the related Bond Margin, (ii) the related Maximum Bond
Interest Rate and (iii) the related Available Funds Rate with respect to such
Payment Date. With respect to the Fixed Rate Bonds, the least of (i)(A) with
respect to the Class 2-A-1 Bonds, 4.787%, (B) with respect to the Class 2-A-2
Bonds, 5.249% per annum, and (C) with respect to the Class 2-M-1 Bonds, 5.089%
per annum, in each case plus, on any Payment Date on and after the Step-Up Date,
0.50% per annum, (ii) the related Maximum Bond Interest Rate (iii) the related
Available Funds Rate.

            Bond Margin: With respect to the Class 1-A-1 Bonds, on any Payment
Date prior to the Step-Up Date, 0.320% per annum, and on any Payment Date on and
after the Step-Up Date, 0.640% per annum. With respect to the Class 1-A-2 Bonds,
on any Payment Date prior to the Step-Up Date, 0.310% per annum, and on any
Payment Date on and after the Step-Up Date, 0.620% per annum. With respect to
the Class 1-A-3 Bonds, on any Payment Date prior to the Step-Up Date, 0.420% per
annum, and on any Payment Date on and after the Step-Up Date, 0.840% per annum.
With respect to the Class 1-M-1 Bonds, on any Payment Date prior to the Step-Up
Date, 0.500% per annum, and on any Payment Date on and after the Step-Up Date,
0.750% per annum. With respect to the Class 1-M-2 Bonds, on any Payment Date
prior to the Step-Up Date, 0.550% per annum, and on any Payment Date on and
after the Step-Up Date, 0.825% per annum. With respect to the Class 1-M-3 Bonds,
on any Payment Date prior to the Step-Up Date, 0.600% per annum, and on any
Payment Date on and after the Step-Up Date, 0.900% per annum. With respect to
the Class 1-M-4 Bonds, on any Payment Date prior to the Step-Up Date, 1.150% per
annum, and on any Payment Date on and after the Step-Up Date, 1.725% per annum.
With respect to the Class 1-M-5 Bonds, on any Payment Date prior to the Step-Up
Date, 1.300% per annum, and on any Payment Date on and after the Step-Up Date,
1.950% per annum. With respect to the Class 1-M-6 Bonds, on any Payment Date
prior to the Step-Up Date, 1.500% per annum, and on any Payment Date on and
after the


                                       5
<PAGE>

Step-Up Date, 2.250% per annum. With respect to the Class 2-M-2 Bonds, on any
Payment Date prior to the Step-Up Date, 1.500% per annum, and on any Payment
Date on and after the Step-Up Date, 2.250% per annum. With respect to the Class
2-B Bonds, on any Payment Date prior to the Step-Up Date, 2.500% per annum, and
on any Payment Date on and after the Step-Up Date, 3.750% per annum.

            Bond Owner: The Beneficial Owner of a Bond.

            Bond Principal Balance: With respect to any Bond as of any date of
determination, the initial Bond Principal Balance as stated on the face thereof,
minus all amounts distributed in respect of principal with respect to such Bond
and, in the case of any Class 1-A, Class M or Class 2-B Bond, the aggregate
amount of any reductions in the Bond Principal Balance thereof deemed to have
occurred in connection with allocations of Realized Losses on all prior Payment
Dates; provided that, the Bond Principal Balance of any Class of Bonds, other
than the Class 2-A-1 Bonds and Class 2-A-2 Bonds, with the highest payment
priority to which Realized Losses have been allocated shall be increased by the
amount of any Subsequent Recoveries on the related Mortgage Loans not previously
allocated, but not by more than the amount of Realized Losses previously
allocated to reduce the Bond Principal Balance of that Class. With respect to
any Class of Bonds, the Bond Principal Balance thereof shall be equal to the sum
of the Bond Principal Balances of all Outstanding Bonds of such Class.

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

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

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

            Bonds: The Class A Bonds, Class M Bonds and Class 2-B Bonds issued
and outstanding at any time pursuant to the Indenture.

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


                                       6
<PAGE>

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

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

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

            Certificate Paying Agent: The meaning specified in Section 3.10 of
the Trust Agreement.

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

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

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

            Certificate of Trust: The Certificate of Trust filed for the Trust
pursuant to Section 3810(a) of the Statutory Trust Statute.

            Certificates or Trust Certificates: The Impac CMB Trust Series
2004-4 Trust Certificates, Series 2004-4, evidencing the beneficial ownership
interest in the Issuer and executed by the Owner Trustee in substantially the
form set forth in Exhibit A to the Trust Agreement.

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

            Class: Any of the Class A Bonds, Class M Bonds or Class 2-B Bonds.

            Class 1-A Bonds: The Class 1-A-1, Class 1-A-2 and Class 1-A-3 Bonds.


                                       7
<PAGE>

            Class 1-A-1 Derivative Contract: The Confirmation together with the
associated ISDA Master Agreement with respect to the one derivative contract
between the Seller and the Derivative Contract Counterparty for the benefit of
the Class 1-A-1 Bonds and the Certificates.

            Class 1-A-1 Net Derivative Contract Payment Amount: With respect to
any Payment Date, the amount payable on that Payment Date to the Issuer from the
Derivative Counterparty pursuant to the Class 1-A-1 Derivative Contract, as
described in Section 8.02(c) of the Indenture.

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

            Class B Bonds: The Class 2-B Bonds in the form attached as Exhibit
A-3 to the Indenture.

            Class M Bonds: The Class 1-M-1, Class 2-M-1, Class 1-M-2, Class
2-M-2, Class 1-M- 3, Class 1-M-4, Class 1-M-5 and Class 1-M-6 Bonds in the form
attached as Exhibit A-2 to the Indenture.

            Closing Date: April 30, 2004.

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

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

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

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

            Commission: The Securities and Exchange Commission.

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

            Corporate Trust Office: With respect to the Indenture Trustee,
Certificate Registrar, Certificate Paying Agent and Paying Agent, the principal
corporate trust office of the Indenture Trustee and Bond Registrar at which at
any particular time its corporate trust business shall be administered, which
office at the date of the execution of this instrument is located at 1761 East
St. Andrew Place, Santa Ana, California 92705, Attention: IM0404. With respect
to the Owner Trustee, the principal corporate trust office of the Owner Trustee
at which at any particular time its corporate


                                       8
<PAGE>

trust business shall be administered, which office at the date of the execution
of this Trust Agreement is located at Wilmington Trust Company, Rodney Square
North, 1100 North Market Street, Wilmington, Delaware 19801, Attention: Impac
CMB Trust Series 2004-4 (IM0404).

            Corrected Mortgage Loan: Any Multifamily Loan which is no longer a
Specially Serviced Mortgage Loan as a result of the curing of any event of
default under such Specially Serviced Mortgage Loan through a modification,
restructuring or workout negotiated by the Master Servicer, or a Special
Servicer on the Master Servicer's behalf, and evidenced by a signed writing.

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

            Cut-off Date: With respect to the Initial Mortgage Loans, April 1,
2004, and with respect to the Group 1 and Group 2 Subsequent Mortgage Loans, the
applicable Subsequent Cut-off Date.

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

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

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

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

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

            Definitive Bonds: The meaning specified in Section 4.06 of the
Indenture.

            Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced
with an Eligible Substitute Mortgage Loan.

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

            Depository or Depository Agency: The Depository Trust Company or a
successor appointed by the Indenture Trustee. Any successor to the Depository
shall be an organization


                                       9
<PAGE>

registered as a "clearing agency" pursuant to Section 17A of the Exchange Act
and the regulations of the Securities and Exchange Commission thereunder.

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

            Derivative Contracts: The Class 1-A-1 Derivative Contract or Group 1
Derivative Contracts, as applicable.

            Derivative Contract Counterparty: Lehman Brothers Derivatives
Products Inc.

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

            Due Date: With respect to each Mortgage Loan, the day of the month
on which each scheduled Monthly Payment is due.

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

            Eligible Account: An account that is any of the following: (i) a
segregated account maintained with a federal or state chartered depository
institution (A) the short-term obligations of which are rated A-1+ or better by
Standard & Poor's and P-1 by Moody's at the time of any deposit therein or (B)
fully insured to the limits established by the FDIC, provided that any deposits
not so insured shall, to the extent acceptable to each Rating Agency, as
evidenced in writing, be maintained such that (as evidenced by an Opinion of
Counsel delivered to the Indenture Trustee and each Rating Agency) the Indenture
Trustee has a claim with respect to the funds in such account or a perfected
first security interest against any collateral (which shall be limited to
Eligible Investments) securing such funds that is superior to claims of any
other depositors or creditors of the depository institution with which such
account is maintained, (ii) a segregated trust account or accounts maintained
with a federal or state chartered depository institution or trust company
subject to regulations regarding fiduciary funds on deposit similar to Title 12
of the Code of Federal Regulations Section 9.10(b), which, in either case, has
corporate trust powers, acting in its fiduciary capacity, or (iii) in the case
of the Collection Account or Servicing Account, either (A) a trust account or
accounts maintained at the corporate trust department of the Indenture Trustee
or (B) an account or accounts maintained at the corporate trust department of
the Indenture Trustee or the Subservicer (or an affiliate thereof), as long as
their short term debt obligations are rated P-1 by Moody's and A-1+ by Standard
& Poor's or better and their long term debt obligations are rated A2 by Moody's
and AA- by Standard & Poor's or better, (iv) in the case of the Collection
Account and the Payment Account, a trust account or accounts maintained in the
corporate trust division of the Indenture Trustee, or (v) an account or accounts
of a depository institution acceptable to each Rating Agency as evidenced in
writing by each Rating Agency that use of any such account as the Collection
Account or the Payment Account will not reduce the rating assigned to any of the
Securities by such Rating Agency below investment grade.


                                       10
<PAGE>

            Eligible Investments: One or more of the following::

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

                  (ii) (A) demand and time deposits in, certificates of deposit
            of, banker's acceptances issued by or federal funds sold by any
            depository institution or trust company (including the Indenture
            Trustee or its agent acting in their respective commercial
            capacities) incorporated under the laws of the United States of
            America or any State thereof and subject to supervision and
            examination by federal and/or state authorities, so long as at the
            time of such investment or contractual commitment providing for such
            investment, such depository institution or trust company has a short
            term unsecured debt rating in the highest available rating category
            of each of the Rating Agencies and provided that each such
            investment has an original maturity of no more than 365 days, and
            (B) any other demand or time deposit or deposit which is fully
            insured by the FDIC;

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

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

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

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


                                       11
<PAGE>

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

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

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

provided, however, that each such instrument shall be acquired in an arm's
length transaction and no such instrument shall be an Eligible Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations; provided further, however, that each such instrument acquired shall
not be acquired at a price in excess of par.

            Eligible Substitute Mortgage Loan: A Mortgage Loan substituted by
the Seller for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in an Officer's Certificate delivered to the
Indenture Trustee, (i) have an outstanding principal balance, after deduction of
the principal portion of the monthly payment due in the month of substitution
(or in the case of a substitution of more than one Mortgage Loan for a Deleted
Mortgage Loan, an aggregate outstanding principal balance, after such
deduction), not in excess of the outstanding principal balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by the Seller in the
Collection Account in the month of substitution); (ii) comply with each
non-statistical representation and warranty set forth in Section 3.1(b) of the
Mortgage Loan Purchase Agreement as of the date of substitution; (iii) have a
Mortgage Rate no lower than and not more than 1% per annum higher than the
Mortgage Rate of the Deleted Mortgage Loan as of the date of substitution; (iv)
have a Loan-to-Value Ratio at the time of substitution no higher than that of
the Deleted Mortgage Loan at the time of substitution; (v) have a remaining term
to stated maturity not greater than (and not more than one year less than) that
of the Deleted Mortgage Loan; (vi) not be 30 days or more delinquent; and (vii)
be an adjustable-rate first lien mortgage loan, if being substituted for a
Mortgage Loan.

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

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

                  (i) a failure by the Issuer to pay (a) Accrued Bond Interest
            on any Class of Bonds or the Principal Distribution Amount with
            respect to a Payment Date on such Payment Date or (b) the Unpaid
            Interest Shortfall with respect to any Class of


                                       12
<PAGE>

            Bonds, but only, with respect to clause (b), to the extent funds are
            available to make such payment as provided in the Indenture; or

                  (ii) the failure by the Issuer on the Final Scheduled Payment
            Date to reduce the Bond Principal Balance of either the Class A
            Bonds, Class M Bonds or the Class 2-B Bonds to zero; or

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

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

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

            Event of Servicer Termination: With respect to the Servicing
Agreement, a Servicing Default as defined in Section 6.01 of the Servicing
Agreement.

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


                                       13
<PAGE>

            Expense Fee Rate: With respect to each Mortgage Loan, the sum of the
Master Servicing Fee Rate, the applicable Subservicing Fee Rate, the Minimum
Spread Rate, the Indenture Trustee's Fee Rate, the Owner Trustee's Fee Rate, the
Radian PMI Rate, if such Mortgage Loan is a Radian PMI Insured Loan, and the
related Net Derivative Fee Rate.

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

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

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

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

            Final Scheduled Payment Date: With respect to each Class of Bonds,
the Payment Date in September 2034.

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

            Fixed Rate Bonds: The Class 2-A-1, Class 2-A-2 and Class 2-M-1
Bonds.

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

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

            Funding Period: With respect to Loan Group 1, the period from the
Closing Date until the earlier of (i) the date on which the amount on deposit in
the Group 1 Pre-Funding Account is reduced to less than $10,000 or (ii) June 1,
2004. With respect to Loan Group 2, the period from the Closing Date until the
earlier of (i) the date on which the amount on deposit in the Group 2
Pre-Funding Account is reduced to less than $10,000 or (ii) June 1, 2004.

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


                                       14
<PAGE>

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

            Group 1 Available Funds: With respect to any Payment Date, the sum
of the following, in each case with respect to the Group 1 Loans:

                  (i) each previously undistributed Monthly Payment due after
            the Cut-off Date received on or prior to the related Determination
            Date or advanced prior to such Payment Date (other than Monthly
            Payments due after the related Due Period, which shall be treated as
            if received during the Due Period they were due and other than
            Monthly Payments with respect to which the Master Servicer has made
            an unreimbursed Advance) on each outstanding Group 1 Loan (less the
            related Master Servicing Fees, any Subservicing Fees under any
            Subservicing Agreement and any fees or penalties retained by the
            Master Servicer or any Subservicer, the fees of the Owner Trustee
            and the Indenture Trustee and any amounts in respect of the premium
            payable to Radian under the Radian Lender-Paid PMI Policies);

                  (ii) all proceeds of any Group 1 Loan repurchased during the
            related Prepayment Period (or deemed to have been so repurchased in
            accordance with the Servicing Agreement) pursuant to the Servicing
            Agreement and the amount of any shortfall deposited in the
            Collection Account in connection with the substitution of a Deleted
            Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement,
            during the related Prepayment Period;

                  (iii) all other unscheduled collections (including, without
            limitation, Principal Prepayments, Insurance Proceeds, Liquidation
            Proceeds and REO Proceeds) received during the related Prepayment
            Period to the extent applied by the Master Servicer as recoveries of
            principal or interest of the related Group 1 Loan pursuant to the
            Servicing Agreement; and

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

                  (v) at the end of the Funding Period, any excess amounts
            transferred from the Group 1 Pre-Funding Account; and

                  (vi) interest earned on amounts on deposit in the Group 1
            Pre-Funding Account;

                  minus

                  (vii) expenses incurred by and reimbursable to the Master
            Servicer or the Depositor pursuant to the Servicing Agreement or
            otherwise, or in connection with enforcing any repurchase,
            substitution or indemnification obligation of the Seller (other than
            an Affiliate of the Depositor) in respect of a Group 1 Loan;


                                       15
<PAGE>

                  (viii) amounts expended by the Master Servicer (a) pursuant to
            the Servicing Agreement in good faith in connection with the
            restoration of property related to a Group 1 Loan damaged by an
            Uninsured Cause, and (b) in connection with the liquidation of a
            Mortgage Loan or disposition of an REO Property related to a Group 1
            Loan to the extent not otherwise reimbursed to the Master Servicer
            pursuant to the Servicing Agreement;

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

                  (x) the related Net Derivative Fee; and

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

            Group 1 Bond: A Class 1-A-1, Class 1-A-2, Class 1-A-3, Class 1-M-1,
Class 1-M-2, Class 1-M-3, Class 1-M-4, Class 1-M-5 or Class 1-M-6 Bond.

            Group 1 Cut-off Date Balance: $1,041,786,295.76.

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

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

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

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

            Group 1 Original Pre-Funded Amount: The amount deposited in the
Group 1 Pre-Funding Account on the Closing Date by the Indenture Trustee with
funds received from the Company.

            Group 1 Overcollateralization Target Amount: With respect to any
Payment Date prior to the Group 1 Stepdown Date and, (i) on or before the
Payment Date occurring in October 2004, approximately zero, or (ii) after
October 2004, 0.65% of the Group 1 Cut-off Date Balance


                                       16
<PAGE>

and the Group 1 Original Pre-Funded Amount. With respect to any Payment Date on
or after the Group 1 Stepdown Date, the greater of (i) 1.30% of the aggregate
Stated Principal Balance of the Group 1 Loans as of the end of the related Due
Period, and (ii) 0.50% of the Group 1 Cut-off Date Balance and the Group 1
Original Pre-Funded Amount; provided however, that on or after the Group 1
Stepdown Date, if a Group 1 Trigger Event is in effect, the Group 1
Overcollateralization Target Amount will be equal to such amount on the previous
Payment Date.

            Group 1 Pre-Funded Amount: $2,483,704.24, which is the amount on
deposit in the Group 1 Pre-Funding Account on any date of determination.

            Group 1 Pre-Funding Account: An account established by the Indenture
Trustee for the benefit of the Bondholders and funded on the Closing Date by the
Company with the Group 1 Original Pre-Funded Amount.

            Group 1 Principal Distribution Amount: For any Payment Date and the
Group 1 Loans, the sum of (a) the related Basic Principal Distribution Amount,
(b) the amount of related and non-related Net Monthly Excess Cashflow used to
cover Realized Losses as provided in Section 3.05(d)(ii) and Section 3.05(h)(v)
of the Indenture and (c) the related Overcollateralization Increase Amount.

            Group 1 Stepdown Date: The later to occur of (x) the Payment Date
occurring in May 2007 and (y) the first Payment Date for which the aggregate
Stated Principal Balance of the Group 1 Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Prepayment
Period) is less than or equal to 50.00% of the sum of the Group 1 Cut-off Date
Balance and the Group 1 Pre-Funded Amount.

            Group 1 Subsequent Mortgage Loans: A Mortgage Loan sold by the
Depositor to the Trust Estate pursuant to Section 2.05 of the Indenture, such
Mortgage Loan being identified on the Mortgage Loan Schedule attached to a
Subsequent Transfer Instrument.

            Group 1 Subsequent Transfer Instrument: With respect to the Group 1
Subsequent Mortgage Loans, the subsequent transfer instrument, dated as of the
applicable Subsequent Transfer Date, between IMH Assets Corp., as Company, and
Deutsche Bank National Trust Company, as indenture trustee, or such other
instrument as agreed upon by the Company and the Indenture Trustee.

            Group 1 Trigger Event: A Trigger Event is in effect with respect to
any Payment Date with respect to the Group 1 Loans if, in the case of any
Payment Date after the 36th Payment Date, the three month average of the
aggregate principal balance of Group 1 Loans that are 60 or more days delinquent
(including for this purpose any such mortgage loans in bankruptcy or foreclosure
and Group 1 Loans with respect to which the related mortgaged property has been
acquired by the trust) as of the close of business on the last day of the
preceding calendar month exceeds 9.00% of the aggregate Stated Principal Balance
of the Group 1 Loans.


                                       17
<PAGE>

For purposes of the foregoing calculations, a Mortgage Loan is considered "60
days" and "90 days" delinquent if a payment due on the first day of a month has
not been received by the second day of the second following month and third
following month, respectively.

            Group 2 Available Funds: With respect to any Payment Date, the sum
of the following, in each case with respect to the Group 2 Loans:

                  (i) each previously undistributed Monthly Payment due after
            the Cut-off Date received on or prior to the related Determination
            Date or advanced prior to such Payment Date (other than Monthly
            Payments due after the related Due Period, which shall be treated as
            if received during the Due Period they were due and other than
            Monthly Payments with respect to which the Master Servicer has made
            an unreimbursed Advance) on each outstanding Group 2 Loan (less the
            related Master Servicing Fees, any Subservicing Fees under any
            Subservicing Agreement and any fees or penalties retained by the
            Master Servicer or any Subservicer, the fees of the Owner Trustee
            and the Indenture Trustee);

                  (ii) all proceeds of any Group 2 Loan repurchased during the
            related Prepayment Period (or deemed to have been so repurchased in
            accordance with the Servicing Agreement) pursuant to the Servicing
            Agreement and the amount of any shortfall deposited in the
            Collection Account in connection with the substitution of a Deleted
            Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement,
            during the related Prepayment Period;

                  (iii) all other unscheduled collections (including, without
            limitation, Principal Prepayments, Insurance Proceeds, Liquidation
            Proceeds and REO Proceeds) received during the related Prepayment
            Period to the extent applied by the Master Servicer as recoveries of
            principal or interest of the related Group 2 Loan pursuant to the
            Servicing Agreement; and

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

                  (v) at the end of the Funding Period, any excess amounts
transferred from the Group 2 Pre-Funding Account; and

                  (vi) interest earned on amounts on deposit in the Group 2
            Pre-Funding Account;

                  minus

                  (vii) expenses incurred by and reimbursable to the Master
            Servicer or the Depositor pursuant to the Servicing Agreement or
            otherwise, or in connection with enforcing any repurchase,
            substitution or indemnification obligation of the Seller (other than
            an Affiliate of the Depositor) in respect of a Group 2 Loan;


                                       18
<PAGE>

                  (viii) amounts expended by the Master Servicer (a) pursuant to
            the Servicing Agreement in good faith in connection with the
            restoration of property related to a Group 2 Loan damaged by an
            Uninsured Cause, and (b) in connection with the liquidation of a
            Mortgage Loan or disposition of an REO Property related to a Group 2
            Loan to the extent not otherwise reimbursed to the Master Servicer
            pursuant to the Servicing Agreement;

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

                  (x) the related Net Derivative Fee; and

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

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

            Group 2 Cut-off Date Balance: $161,422,649.51.

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

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

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

            Group 2 Overcollateralization Target Amount: With respect to any
Payment Date prior to the Group 2 Stepdown Date and, (i) on or before the
Payment Date occurring in October 2004, approximately zero, or (ii) after
October 2004, 0.70% of the Group 2 Cut-off Date Balance and the Group 2 Original
Pre-Funded Amount. With respect to any Payment Date on or after the Group 2
Stepdown Date, the greater of (i) 1.40% of the aggregate Stated Principal
Balance of the Group 2 Loans as of the end of the related Due Period, and (ii)
0.50% of the Group 2 Cut-off Date Balance and the Group 2 Original Pre-Funded
Amount; provided however, that on or after the Group 2 Stepdown Date, if a Group
2 Trigger Event is in effect, the Group 2 Overcollateralization Target Amount
will be equal to such amount on the previous Payment Date.

            Group 2 Principal Distribution Amount: For any Payment Date and the
Group 2 Loans, the sum of (a) the related Basic Principal Distribution Amount,
(b) the amount of related and non-related Net Monthly Excess Cashflow used to
cover Realized Losses as provided in Section 3.05(d)(v) and Section 3.05(h)(ii)
of the Indenture and (c) the related Overcollateralization Increase Amount.


                                       19
<PAGE>

            Group 2 Pre-Funded Amount: $38,577,350.49, which is the amount on
deposit in the Group 2 Pre-Funding Account on any date of determination.

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

            Group 2 Stepdown Date: The later to occur of (x) the Payment Date
occurring in May 2007 and (y) the first Payment Date for which the aggregate
Stated Principal Balance of the Group 2 Loans as of the last day of the related
Due Period (after giving effect to scheduled payments of principal due during
the related Due Period, to the extent received or advanced, and unscheduled
collections of principal received during the related Prepayment Period, and
after reduction for Realized Losses incurred during the related Prepayment
Period) is less than or equal to 50.00% of the sum of the Group 2 Cut-off Date
Balance and the Group 2 Pre-Funded Amount.

            Group 2 Subsequent Mortgage Loans: A Mortgage Loan sold by the
Depositor to the Trust Estate pursuant to Section 2.06 of the Indenture, such
Mortgage Loan being identified on the Mortgage Loan Schedule attached to a Group
2 Subsequent Transfer Instrument.

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

            Group 2 Trigger Event: A Trigger Event is in effect with respect to
any Payment Date with respect to the Group 2 Loans if:

                  (1) in the case of any Payment Date after the 36th Payment
            Date, the three month average of the aggregate principal balance of
            Group 2 Loans that are 60 or more days delinquent (including for
            this purpose any such mortgage loans in bankruptcy or foreclosure
            and mortgage loans with respect to which the related mortgaged
            property has been acquired by the trust) as of the close of business
            on the last day of the preceding calendar month exceeds 7.50% of the
            aggregate Stated Principal Balance of the Group 2 Loans; or

                  (2) (a) in the case of any Payment Date after the 36th Payment
            Date and on or before the 48th Payment Date, the cumulative amount
            of Realized Losses incurred on the Group 2 Loans from the Cut-off
            Date, through the end of the calendar month immediately preceding
            such Payment Date exceeds 0.750% of the Group 2 Cut-off Date Balance
            and the Group 2 Original Pre-Funded Amount, plus an additional
            1/12th of 0.50% of the Group 2 Cut-off Date Balance and the Group 2
            Original Pre-Funded Amountfor each Payment Date after the 36th
            Payment Date to and including the 48th Payment Date, (b) in the case
            of any Payment Date after the 48th Payment Date and on or before the
            60th Payment Date, the cumulative amount of Realized Losses from the
            Cut-off Date, through the end of the calendar month immediately
            preceding such Payment Date exceeds 1.25% of the Group 2 Cut-off
            Date Balance


                                       20
<PAGE>

            and the Group 2 Original Pre-Funded Amount, plus an additional
            1/12th of 0.50% of the Group 2 Cut-off Date Balance and the Group 2
            Original Pre-Funded Amount for each Payment Date after the 48th
            Payment Date to and including the 60th Payment Date, (c) in the case
            of any Payment Date after the 60th Payment Date and on or before the
            72nd Payment Date, the cumulative amount of Realized Losses from the
            Cut-off Date, through the end of the calendar month immediately
            preceding such Payment Date exceeds 1.75% of the Group 2 Cut-off
            Date Balance and the Group 2 Original Pre-Funded Amount, plus an
            additional 1/12th of 0.25% of the Group 2 Cut-off Date Balance and
            the Group 2 Original Pre-Funded Amount for each Payment Date after
            the 60th Payment Date to and including the 72nd Payment Date, and
            (d) in the case of any Payment Date after the 72nd Payment Date, the
            cumulative amount of Realized Losses from the Cut-off Date, through
            the end of the calendar month immediately preceding such Payment
            Date exceeds 2.00% of the Group 2 Cut-off Date Balance and the Group
            2 Original Pre-Funded Amount.

            For purposes of the foregoing calculations, a mortgage loan is
considered "60 days" and "90 days" delinquent if a payment due on the first day
of a month has not been received by the second day of the second following month
and third following month, respectively.

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

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

            Indenture: The indenture dated as of April 30, 2004, between the
Issuer and the Indenture Trustee, relating to the Impac CMB Trust Series 2004-4
Bonds.

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

            Indenture Trustee's Fee: With respect to any Payment Date, one
month's interest accrued at the Indenture Trustee's Fee Rate on the Stated
Principal Balance of each Mortgage Loan as of the first day of the related Due
Period, plus amounts on deposit in the Group 1 Pre-Funding Account and Group 2
Pre-Funding Account.

            Indenture Trustee's Fee Rate: A rate equal to 0.0022% per annum.

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


                                       21
<PAGE>

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

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

            Initial Bond Principal Balance: With respect to the Class 1-A-1
Bonds, $634,302,000, with respect to the Class 1-A-2 Bonds, $200,000,000, with
respect to the Class 1-A-3 Bonds, $22,000,000, with respect to the Class 1-M-1
Bonds, $39,160,000, with respect to the Class 1-M-2 Bonds, $36,549,000, Class
1-M-3 Bonds, $23,496,000, Class 1-M-4 Bonds, $26,106,000, Class 1-M- 5 Bonds,
$28,717,000, Class 1-M-6 Bonds, $33,940,000, with respect to the Class 2-A-1
Bonds, $95,000,000, with respect to the Class 2-A-2 Bonds, $68,000,000, Class
2-M-1 Bonds, $10,000,000, with respect to the Class 2-M-2 Bonds, $14,000,000 and
with respect to the Class 2-B Bonds, $13,000,000.

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

            Initial Mortgage Loan: Any of the Mortgage Loans included in the
Trust Estate as of the Closing Date. The aggregate principal balance of the
Initial Mortgage Loans as of the Cut-off Date is equal to approximately
$1,203,208,945.27.

            Initial Subservicers: With respect to substantially all of the Group
1 Loans, Countrywide Home Loans Servicing LP, or its successor in interest. With
respect to substantially all of the Group 2 Loans, GMAC Mortgage Corporation, or
its successor in interest.

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

            Interest Determination Date: With respect to the first Accrual
Period, the second LIBOR Business Day preceding the Closing Date, and with
respect to each Accrual Period thereafter, the second LIBOR Business Day
preceding the related Payment Date on which such Accrual Period commences.

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

            IRS: The Internal Revenue Service.


                                       22
<PAGE>

            Issuer: Impac CMB Trust Series 2004-4, a Delaware statutory trust,
or its successor in interest.

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

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

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

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

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

            Liquidation Expenses: Out-of-pocket expenses (exclusive of overhead)
which are incurred by or on behalf of the Master Servicer, or any Special
Servicer on the Master Servicer's behalf, in connection with the liquidation of
any Mortgage Loan and not recovered under any insurance policy, such expenses
including, without limitation, legal fees and expenses, any unreimbursed amount
expended (including, without limitation, amounts advanced to correct defaults on
any mortgage loan which is senior to such Mortgage Loan, amounts advanced to
keep current or pay off a mortgage loan that is senior to such Mortgage Loan and
Disposition Fees) respecting the related Mortgage Loan and any related and
unreimbursed expenditures for real estate property taxes or for property
restoration, preservation or insurance against casualty loss or damage.

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

            Loan Group: Any of Loan Group 1 or Loan Group 2.

            Loan Group 1: The Group 1 Loans.


                                       23
<PAGE>

            Loan Group 2: The Group 2 Loans.

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

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

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

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

            Master Servicer: Impac Funding Corporation, a California
corporation, and its successors and assigns.

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

            Master Servicing Fee Rate: With respect to any Mortgage Loan, 0.030%
per annum.

            Maximum Bond Interest Rate: With respect to each Class of Bonds,
11.25% per annum.

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

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

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

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

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


                                       24
<PAGE>

            Monthly Payment: With respect to any Mortgage Loan (including any
REO Property) and any Due Date, the payment of principal and interest due
thereon in accordance with the amortization schedule at the time applicable
thereto (after adjustment, if any, for partial Principal Prepayments and for
Deficient Valuations occurring prior to such Due Date but before any adjustment
to such amortization schedule by reason of any bankruptcy, other than a
Deficient Valuation, or similar proceeding or any moratorium or similar waiver
or grace period).

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

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

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

            Mortgage Loans: The Mortgage Loans that will be transferred and
assigned to the Trust pursuant to Section 2.03(a) of the Indenture, each
Mortgage Loan so held being identified in the Mortgage Loan Schedule. The
Mortgage Loans have been divided into two groups, Loan Group 1 and Loan Group 2.

            Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase
Agreement, dated as of the Closing Date, between the Seller, as seller, and the
Purchaser, as purchaser, relating to the sale, transfer and assignment of the
Initial Mortgage Loans.

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

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

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

                  (iii) the original Mortgage Rate;

                  (iv) the maturity date;

                  (v) the original principal balance;

                  (vi) the first Payment Date;

                  (vii) the type of Mortgaged Property;

                  (viii) the Monthly Payment in effect as of the Cut-off Date;


                                       25
<PAGE>

                  (ix) the Cut-off Date Principal Balance;

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

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

                  (xii) the occupancy status;

                  (xiii) the purpose of the Mortgage Loan;

                  (xiv) the Appraised Value of the Mortgaged Property;

                  (xv) the original term to maturity;

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

                  (xvii) the Loan-to-Value Ratio;

                  (xviii) whether such Mortgage Loan is a Group 1 Loan or a
            Group 2 Loan;

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

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

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

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

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

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

            Mortgagor: The obligor or obligors under a Mortgage Note.

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

            Net Derivative Fee: With respect to any Payment Date, the amount
equal to the excess, if any, of (a) the aggregate amount payable on that Payment
Date to the Derivative Contract


                                       26
<PAGE>

Counterparty in respect of the Group 1 Derivative Contracts, other than any
termination payments to the Derivative Contract Counterparty as a result of a
default of the Derivative Contract Counterparty, over (b) the aggregate amount
payable on that Payment Date to the Issuer from the Derivative Contract
Counterparty pursuant to the Group 1 Derivative Contracts.

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

            Net Liquidation Proceeds: With respect to any Liquidated Mortgage
Loan, Liquidation Proceeds net of Liquidation Expenses.

            Net Monthly Excess Cash Flow: For any Payment Date and each Loan
Group, the sum of (a) any related Overcollateralization Release Amount and (b)
the excess of (x) the related Available Funds for such Payment Date over (y) the
sum for such Payment Date of (A) the aggregate amount of Accrued Bond Interest
for the related Bonds and (B) the related Principal Remittance Amount.

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

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

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

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

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

            In the event that on any Interest Determination Date, Telerate
Screen 3750 fails to indicate the London interbank offered rate for one-month
United States dollar deposits, then


                                       27
<PAGE>

One-Month LIBOR for the related Interest Accrual Period will be established by
the Indenture Trustee as follows:

                  (i) If on such Interest Determination Date two or more
            Reference Banks provide such offered quotations, One-Month LIBOR for
            the related Accrual Period shall be the arithmetic mean of such
            offered quotations (rounded upwards if necessary to the nearest
            whole multiple of 1/16%).

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

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

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

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

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

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

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

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

            Overcollateralization Increase Amount: With respect to any Payment
Date and each Loan Group, the lesser of (i) the related Net Monthly Excess
Cashflow for such Payment Date and (ii) the excess, if any, of (a) the related
Overcollateralization Target Amount over (b) the related


                                       28
<PAGE>

Overcollateralized Amount on such Payment Date (after taking into account
payments to the related Bonds of the related Basic Principal Distribution Amount
on such Payment Date).

            Overcollateralization Release Amount: With respect to any Payment
Date and each Loan Group, the lesser of (x) the related Principal Remittance
Amount for such Payment Date and (y) the excess, if any, of (i) the
Overcollateralized Amount for such Payment Date (assuming that 100% of the
related Principal Remittance Amount is applied as a principal payment on such
Payment Date) over (ii) the related Overcollateralization Target Amount for such
Payment Date.

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

            Overcollateralized Amount: As of any Payment Date and each Loan
Group, the amount, if any, by which (i) the aggregate principal balance of the
related Mortgage Loans (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or Advanced, and
unscheduled collections of principal received during the related Prepayment
Period including Realized Losses on the related Mortgage Loans incurred during
the related Prepayment Period) plus the Group 1 and Group 2 Pre-Funded Amount,
exceeds (ii) the aggregate Bond Principal Balance of the related Bonds as of
such Payment Date (assuming that 100% of the related Principal Remittance Amount
is applied as a principal payment on the Bonds on such Payment Date).

            Owner Trust Estate: The corpus of the Issuer created by the Trust
Agreement which consists of items referred to in Section 3.01 of the Trust
Agreement.

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

            Owner Trustee's Fee: With respect to any Payment Date the product of
(i) the Owner Trustee's Fee Rate divided by 12 and (ii) the sum of the aggregate
Stated Principal Balance of the Mortgage Loans as of the first day of the
related Due Period plus amounts on deposit in the Group 1 Pre- Funding Account
and Group 2 Pre-Funding Account..

            Owner Trustee's Fee Rate: On each Mortgage Loan, a rate equal to
0.0017% per annum.

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

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

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


                                       29
<PAGE>

            Percentage Interest: With respect to any Bond, the percentage
obtained by dividing the Bond Principal Balance of such Bond by the aggregate
Bond Principal Balances of all Bonds of that Class. With respect to any
Certificate, the percentage as stated on the face thereof.

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

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

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

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

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

            Prepayment Assumption: A Prepayment Assumption of 100% assumes, (i)
with respect to the Group 1 Loans, 30% CPR and (ii) with respect to the Group 2
Loans, 100% PPC, which assumes 7.20% CPR in month 1, an additional 1/11th of
16.80% CPR for each month thereafter, building to 24% CPR in month 12 and
remaining constant at 24% CPR thereafter.

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

            Prepayment Period: With respect any Payment Date, the calendar month
immediately preceding the month in which such payment occurs.

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


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<PAGE>

            Principal Distribution Amount: The Group 1 Principal Distribution
Amount or Group 2 Principal Distribution Amount, as applicable.

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

            Principal Prepayment in Full: Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.

            Principal Remittance Amount: With respect to any Payment Date and
each Loan Group, the sum of the following:

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

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

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

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

            Prospectus: The Prospectus Supplement, dated April 28, 2004,
together with the attached Prospectus, dated March 29, 2004.

            Purchase Price: The meaning specified in Section 2.2(a) of the
Mortgage Loan Purchase Agreement.

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


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<PAGE>

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

            Radian: Radian Guaranty, Inc., or its successors or assigns.

            Radian Lender-Paid PMI Policy: A lender-paid primary mortgage
insurance policy issued by Radian in accordance with a March 29, 2002 letter
between the Seller and Radian.

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

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

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

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

            Realized Loss: With respect to each Mortgage Loan (or REO Property)
as to which a Cash Liquidation or REO Disposition has occurred, an amount (not
less than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan
(or REO Property) as of the date of Cash Liquidation or REO Disposition, plus
(ii) interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from
the Due Date as to which interest was last paid or advanced to Bondholders up to
the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
any Subservicer is entitled to reimbursement thereunder but


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<PAGE>

which have not been previously reimbursed. With respect to each Mortgage Loan
which has become the subject of a Deficient Valuation, the difference between
the principal balance of the Mortgage Loan outstanding immediately prior to such
Deficient Valuation and the principal balance of the Mortgage Loan as reduced by
the Deficient Valuation. With respect to each Mortgage Loan which has become the
object of a Debt Service Reduction, the amount of such Debt Service Reduction.

            Record Date: With respect to any Book-Entry Bonds that are
Adjustable Rate Bonds and any Payment Date, the close of business on the
Business Day immediately preceding such Payment Date. With respect to the Fixed
Rate Bonds and any Bonds that are not Book-Entry Bonds, the close of business on
the last Business Day of the calendar month preceding such Payment Date.

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

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

            Related Documents: With respect to each Mortgage Loan, the documents
specified in Section 2.1(b) of (i) the Mortgage Loan Purchase Agreement (with
respect to the Initial Mortgage Loans) and (ii) the Group 1 or Group 2
Subsequent Mortgage Loan Purchase Agreement (with respect to the Group 1 and
Group 2 Subsequent Mortgage Loans) and any documents required to be added to
such documents pursuant to the Mortgage Loan Purchase Agreement, the Group 1 and
Group 2 Subsequent Mortgage Loan Purchase Agreement, the Trust Agreement,
Indenture or the Servicing Agreement.

            Relief Act: The Servicemembers Civil Relief Act.

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

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

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

            REO Disposition: As to any REO Property, a determination by the
Master Servicer that it has received substantially all Insurance Proceeds,
Liquidation Proceeds, REO Proceeds and other payments and recoveries (including
proceeds of a final sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO Property.


                                       33
<PAGE>

            REO Imputed Interest: As to any REO Property, for any period, an
amount equivalent to interest (at the Net Mortgage Rate that would have been
applicable to the related Mortgage Loan had it been Outstanding) on the unpaid
principal balance of the Mortgage Loan as of the date of acquisition thereof for
such period as such balance is reduced pursuant to Section 3.13 of the Servicing
Agreement by any income from the REO Property treated as a recovery of
principal.

            REO Proceeds: Proceeds, net of expenses, received in respect of any
REO Property (including, without limitation, proceeds from the rental of the
related Mortgaged Property) which proceeds are required to be deposited into the
Collection Account only upon the related REO Disposition.

            REO Property: A Mortgaged Property that is acquired by the Issuer by
foreclosure or by deed in lieu of foreclosure.

            Repurchase Event: With respect to any Mortgage Loan, either (i) a
discovery that, as of the Closing Date the related Mortgage was not a valid
first lien on the related Mortgaged Property, subject to no other liens except
(A) the lien of real property taxes and assessments not yet due and payable, (B)
covenants, conditions, and restrictions, rights of way, easements and other
matters of public record as of the date of recording of such Mortgage and such
other permissible title exceptions as are permitted and (C) other matters to
which like properties are commonly subject which do not materially adversely
affect the value, use, enjoyment or marketability of the related Mortgaged
Property or (ii) with respect to any Mortgage Loan as to which the Seller
delivers an affidavit certifying that the original Mortgage Note has been lost
or destroyed, a subsequent default on such Mortgage Loan if the enforcement
thereof or of the related Mortgage is materially and adversely affected by the
absence of such original Mortgage Note.

            Repurchase Price: With respect to any Mortgage Loan required to be
repurchased on any date pursuant to the Mortgage Loan Purchase Agreement or
purchased by the Master Servicer pursuant to the Servicing Agreement, an amount
equal to the sum, without duplication, of (i) 100% of the Stated Principal
Balance thereof (without reduction for any amounts charged off) and (ii) unpaid
accrued interest at the Mortgage Rate on the outstanding principal balance
thereof from the Due Date to which interest was last paid by the Mortgagor to
the first day of the month following the month of purchase plus (iii) the amount
of unreimbursed Advances or unreimbursed Servicing Advances made with respect to
such Mortgage Loan plus (iv) any other amounts owed to the Master Servicer or
any Subservicer pursuant to Section 3.07 of the Servicing Agreement and not
included in clause (iii) of this definition plus (v) any costs and damages
incurred by the trust in connection with any violation by such loan of any
predatory-lending law.

            Reserve Interest Rate: With respect to any Interest Determination
Date, the rate per annum that the Indenture Trustee determines to be either (i)
the arithmetic mean (rounded upwards if necessary to the nearest whole multiple
of 0.0625%) of the one-month United States dollar lending rates which New York
City banks selected by the Indenture Trustee are quoting on the relevant
Interest Determination Date to the principal London offices of leading banks in
the London interbank market or (ii) in the event that the Indenture Trustee can
determine no such arithmetic mean, the lowest one-month United States dollar
lending rate which New York City banks selected by the Indenture Trustee are
quoting on such Interest Determination Date to leading European banks.


                                       34
<PAGE>

            Responsible Officer: With respect to the Indenture Trustee, any
officer of the Indenture Trustee with direct responsibility for the
administration of the Indenture and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

            Securities Act: The Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

            Securities Intermediary: Deutsche Bank National Trust Company, or
its successors and assigns.

            Security: Any of the Certificates or Bonds.

            Securityholder or Holder: Any Bondholder or a Certificateholder.

            Security Instrument: A written instrument creating a valid first
lien or second lien on a Mortgaged Property securing a Mortgage Note, which may
be any applicable form of mortgage, deed of trust, deed to secure debt or
security deed, including any riders or addenda thereto.

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

            Servicing Account: The separate trust account created and maintained
by the Master Servicer or each Subservicer with respect to the Mortgage Loans or
REO Property, which shall be an Eligible Account, for collection of taxes,
assessments, insurance premiums and comparable items as described in Section
3.08 of the Servicing Agreement.

            Servicing Advances: All customary, reasonable and necessary "out of
pocket"costs and expenses incurred in connection with a default, delinquency or
other unanticipated event in the performance by the Master Servicer or any
Subservicer of its servicing obligations, including, without duplication, but
not limited to, the cost of (i) the preservation, restoration and protection of
a Mortgaged Property, (ii) any enforcement or judicial proceedings, including
foreclosures and any expenses incurred in relation to any such proceedings that
result from the Mortgage Loan being registered on the MERS System, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.10, 3.11, 3.13 of the Servicing Agreement.

            Servicing Agreement: The Servicing Agreement dated as of April 30,
2004, among the Master Servicer, the Issuer and the Indenture Trustee.

            Servicing Certificate: A certificate completed and executed by a
Servicing Officer on behalf of the Master Servicer in accordance with Section
4.01 of the Servicing Agreement.

            Servicing Default: The meaning assigned in Section 6.01 of the
Servicing Agreement.

            Servicing Fee: The sum of the Master Servicing Fee and the
Subservicing Fee.


                                       35
<PAGE>

            Servicing Fee Rate: The sum of the Master Servicing Fee Rate and the
related Subservicing Fee Rate.

            Servicing Officer: Any officer of the Master Servicer involved in,
or responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Indenture Trustee by the Master Servicer, as such list may be amended from
time to time.

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

            Standard & Poor's: Standard & Poor's, a division of The McGraw-Hill
Companies, Inc., or its successor in interest.

            Stated Principal Balance: With respect to any Mortgage Loan or
related REO Property as of any date of determination, (i) the principal balance
of the Mortgage Loan outstanding as of the Cut-off Date, after application of
all scheduled Monthly Payments due on or before such date, whether or not
received, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Payment Date which were received or with
respect to which an Advance was made, (b) all Principal Prepayments with respect
to such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation
Proceeds and REO Proceeds to the extent applied by the Master Servicer as
recoveries of principal in accordance with Section 3.13 of the Servicing
Agreement with respect to such Mortgage Loan or REO Property, which were
distributed pursuant to Section 3.05 of the Indenture on any previous Payment
Date, and (c) the principal portion of any Realized Loss with respect thereto
allocated pursuant to Section 3.33 of the Indenture for any previous Payment
Date.

            Statutory Trust Statute: Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code ss.ss.3801 et seq., as the same may be amended from time to
time.

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

            Subsequent Cut-off Date: With respect to any Group 1 Subsequent
Mortgage Loan, the date, as designated by the Company, that is the later of (i)
the first day of the month in which the related Subsequent Transfer Date occurs
and (ii) the origination date of such Group 1 Subsequent Mortgage Loan, as the
cut-off date with respect to the related Group 1 Subsequent Mortgage Loan. With
respect to any Group 2 Subsequent Mortgage Loan, the date, as designated by the
Company, that is the later of (i) the first day of the month in which the
related Subsequent Transfer Date occurs and (ii) the origination date of such
Group 2 Subsequent Mortgage Loan, as the cut-off date with respect to the
related Group 2 Subsequent Mortgage Loan.


                                       36
<PAGE>

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

            Subsequent Transfer Date: With respect to any Group 1 Subsequent
Mortgage Loan and Group 2 subsequent Mortgage Loan , the applicable date upon
which such Mortgage Loan was purchased from the Seller with amounts on deposit
in the related Pre-Funding Account.

            Subservicer: Any Person with whom the Master Servicer has entered
into a Subservicing Agreement as a Subservicer, including the Initial
Subservicers.

            Subservicing Account: An Eligible Account established or maintained
by a Subservicer as provided for in Section 3.06(e) of the Servicing Agreement.

            Subservicing Agreement: The written contract between the Master
Servicer and any Subservicer relating to servicing and administration of certain
Mortgage Loans as provided in Section 3.02 of the Servicing Agreement.

            Subservicing Fee: With respect to each Mortgage Loan and any Payment
Date, the fee payable monthly to the related subservicer in respect of servicing
compensation that accrues at an annual rate equal to the Subservicing Fee Rate
multiplied by the Stated Principal Balance of such Mortgage Loan as of the
related Due Date in the related Due Period.

            Subservicing Fee Rate: On each adjustable rate Group 1 Loan, a rate
equal to 0.375% per annum. On each fixed rate Group 1 Loan, a rate equal to
0.750% per annum. On each Group 2 Loan, a rate equal to 0.250% per annum.

            Substitution Adjustment Amount: With respect to any Eligible
Substitute Mortgage Loan, the amount as defined in Section 2.03 of the Servicing
Agreement.

            Telerate Screen Page 3750: The display designated as page 3750 on
the Telerate Service (or such other page as may replace page 3750 on that
service for the purpose of displaying London interbank offered rates of major
banks).

            Treasury Regulations: Regulations, including proposed or temporary
Regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

            Trust: The Impac CMB Trust Series 2004-4 to be created pursuant to
the Trust Agreement.

            Trust Agreement: The Amended and Restated Trust Agreement dated as
of April 30, 2004, among the Owner Trustee, the Depositor and Deutsche Bank
National Trust Company, as Certificate Registrar and Certificate Paying Agent,
relating to the Trust.

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


                                       37
<PAGE>

            Trust Indenture Act or TIA: The Trust Indenture Act of 1939, as
amended from time to time, as in effect on any relevant date.

            UCC: The Uniform Commercial Code, as amended from time to time, as
in effect in any specified jurisdiction.

            Underwriters: Countrywide Securities Corporation and Bear, Stearns &
Co. Inc.

            Uninsured Cause: Any cause of damage to property subject to a
Mortgage that the complete restoration of such property is not fully
reimbursable by the hazard insurance policies.

            Unpaid Interest Shortfall: For each class of Bonds and any Payment
Date, such Bonds' pro rata share, based on the amount of Accrued Bond Interest
otherwise payable on such Bond on such Payment Date, of (a) any Prepayment
Interest Shortfalls, to the extent not covered by Compensating Interest, and (b)
any Relief Act Shortfalls, plus interest on the amount of previously allocated
Unpaid Interest Shortfall on such class of Bonds which remains unreimbursed, at
the Bond Interest Rate for such Class for the related Accrual Period.


                                       38