IMPAC CMB TRUST SERIES 2004-5

                                     Issuer

                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY

                                Indenture Trustee

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                                    INDENTURE

                            Dated as of May 28, 2004


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                        COLLATERALIZED ASSET-BACKED BONDS


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                                                 TABLE OF CONTENTS

SECTION                                                                                                        PAGE

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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
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         Section 3.25      FURTHER INSTRUMENTS AND ACTS..........................................................25
         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
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         Section 5.12      WAIVER OF PAST DEFAULTS...............................................................46
         Section 5.13      UNDERTAKING FOR COSTS.................................................................46
         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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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 Subsequent Transfer Instrument
         Appendix A       --        Definitions
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                  This Indenture, dated as of May 28, 2004, is entered into
between Impac CMB Trust Series 2004-5, 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 2004-5 (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 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
Subsequent Mortgage Loan Purchase Agreement as assigned to the Issuer, with
respect to the Group 1 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.



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                                    ARTICLE I

                                   Definitions

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

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

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Bonds.

                  "indenture security holder" means a Bondholder.

                  "indenture to be qualified" means this Indenture.

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

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

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

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

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

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

                           (iii) "or" is not exclusive;

                           (iv) "including" means including without limitation;


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

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




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                                   ARTICLE II

                           Original Issuance of Bonds

         Section 2.01 FORM. The Class A, 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 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, Class 1-M-6, Class 2-A, Class 2-M-1,
Class 2-M-2 and Class 2-B Bonds for original issue in an aggregate initial
principal amount of $1,423,081,000. The Class 1-A-1 Bonds shall be issued in an
aggregate initial principal amount of $877,906,000, 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 $43,069,000, the Class 1-M-2 Bonds shall be issued in an aggregate
initial principal amount of $46,382,000, Class 1-M-3 Bonds shall be issued in an
aggregate initial principal amount of $29,817,000, Class 1-M-4 Bonds shall be
issued in an aggregate initial principal amount of $39,756,000, Class 1-M-5
Bonds shall be issued in an aggregate initial principal amount of $26,504,000,
Class 1-M-6 Bonds shall be issued in an aggregate initial principal amount of
$39,753,000, the Class 2-A Bonds shall be issued in an aggregate initial
principal amount of $59,888,000, Class 2-M-1 Bonds shall be issued in an
aggregate initial principal amount of $9,214,000, the Class 2-M-2 Bonds shall be
issued in an aggregate initial principal amount of $10,515,000 and the Class 2-B
Bonds shall be issued in an aggregate initial principal amount of $18,277,000.

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



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

         Section 2.03 ACCEPTANCE OF MORTGAGE LOANS BY INDENTURE TRUSTEE. (a)The
Indenture Trustee acknowledges receipt of, subject to the exceptions it notes
pursuant to the procedures described below, the documents (or certified copies
thereof) referred to in Section 2.1(b) of the Mortgage Loan Purchase Agreement,
and 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
(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 Subsequent
Mortgage Loan Purchase Agreements, with respect to the related Group 1
Subsequent Mortgage Loans, have been executed and received and whether those
documents relate, determined on the basis of the Mortgagor name, original
principal balance and loan number, to the Mortgage Loans it has received, as
identified in Exhibit B to this Indenture, as supplemented (PROVIDED, HOWEVER,
that with respect to those documents described in subclause (b)(vii) of such
section, the Indenture Trustee's obligations shall extend only to documents
actually delivered pursuant to such subclause). In performing any such review,
the Indenture Trustee may conclusively rely on the purported due execution and
genuineness of any such document and on the purported genuineness of any
signature thereon. If the Indenture Trustee finds any document constituting part
of the Mortgage File not to have been executed or received, or to be unrelated
to the Mortgage Loans identified in Exhibit B to this Indenture or to appear to
be defective on its face, the Indenture Trustee shall promptly notify the Seller
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 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 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 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


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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 Subsequent Mortgage Loan Purchase Agreement, with respect to the related
Group 1 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 Pre-Funding Account, the Depositor shall on any
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 Subsequent Transfer Instrument delivered
by the Depositor on such 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 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


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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 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
Pre-Funding Account, only upon the satisfaction of each of the following
conditions on or prior to the related 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 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
         Subsequent Transfer Date;

                  (iii) as of each Subsequent Transfer Date, as evidenced by
         delivery of the related 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 Subsequent Transfer Instrument confirming the
         satisfaction of the conditions specified in this Section 2.05 and,
         pursuant to such 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 Subsequent Mortgage Loan Purchase Agreement, to the
         extent of the related Group 1 Subsequent Mortgage Loans; and


                                        7

<PAGE>



                  (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 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 first lien or second lien on the related Mortgaged Property; (iv) no Group 1
Subsequent Mortgage Loan will have a first Payment Date occurring after
September 1, 2004; (v) the latest maturity date of any Group 1 Subsequent
Mortgage Loan will be no later than June 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 515; (viii) such Mortgage Loan will have a
Mortgage Rate as of the applicable Subsequent Cut-off Date ranging from
approximately 2.250% per annum to approximately 19.950% 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 to the Prospectus.

         (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 60% of
such Mortgage Loans; (iii) have a weighted average credit score ranging from 690
to 720; (iv) have no more than 65% of such Mortgage Loans concentrated in the
state of California; (v) have no less than 75% of the Mortgaged Properties
securing Group 1 Loans be owner occupied; (vi) have no less than 66% 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 60% 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 Estate, 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 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


                                        8

<PAGE>



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 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 Subsequent Transfer Date a computer file acceptable
to each Rating Agency describing the characteristics specified in paragraphs (c)
and (d) above.



                                        9

<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;



                                       10

<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


                                       11

<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;


                                       12

<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 Group 1 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 any remaining
         Allocated Realized Loss Amounts for 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) 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;

                           (ii) on or after the Payment Date in June 2005, any
                  remaining amounts, up to a cumulative amount equal to
                  $80,000,000, shall be included in the Net Monthly Excess
                  Cashflow for the Group 1 Loans and shall be used in Section
                  3.05(d) above; and

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

         (f) 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, sequentially, to the Holders of the Class
2-A, 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


                                       13

<PAGE>




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

                           (iv) sequentially, to the Holders of the Class 2-A,
         Class 2-M-1, Class 2-M- 2 and Class 2-B Bonds, in that order, 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 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.




                                       14

<PAGE>



         (i) With respect to the Group 2 Derivative Contracts, on each Payment
Date, the Group 2 Net Derivative Contract Payment Amount with respect to such
Payment Date will be allocated to the Group 2 Bonds and the Certificates in the
following order of priority, in each case to the extent of amounts remaining:

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

                  (ii) on or after the Payment Date in June 2005, any remaining
amounts, up to a cumulative amount equal to $8,000,000, shall be included in the
Net Monthly Excess Cashflow for the Group 2 Loans and shall be used in Section
3.05(h) above; and

                  (iii) any remaining amounts to the holders of the
Certificates.

         (j) 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.

         (k) 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.

         (l) 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.

         (m) 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.

         (n) 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


                                       15

<PAGE>



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 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).



                                       16

<PAGE>



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

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

         (b) On or before April 15 in each calendar year, beginning in 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.


                                       17

<PAGE>



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

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

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

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

                           (iv) waive or impair, or fail to assert rights under,
         the Mortgage Loans, or impair or cause to be impaired the Issuer's
         interest in the Mortgage Loans, the Mortgage Loan 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


                                       18

<PAGE>



and the Initial Mortgage Loans and (ii) any Subsequent Mortgage Loan Purchase
Agreements concerning the Seller and the Group 1 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 Subsequent
Mortgage Loan Purchase Agreements, the Indenture Trustee shall promptly notify
the Seller of such finding and the Seller's obligation to cure such defect or
repurchase or substitute for the related Mortgage Loan.

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

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

         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


                                       19

<PAGE>



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

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

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

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

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

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


                                       20

<PAGE>



         Person) shall make all filings with the Commission (and any other
         appropriate Person) required by the Exchange Act in connection with the
         Bonds;

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

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

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

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

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



                                       21

<PAGE>



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

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

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


                                       22

<PAGE>



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.

                  (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.



                                       23

<PAGE>



                  (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 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.



                                       24

<PAGE>



         (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, in each case 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.

         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 "Pre-Funding
Account, Deutsche Bank National Trust Company, as indenture trustee for the
registered holders of IMH Assets Corp., Collateralized Asset-Backed Bonds,
Series 2004-5" (the "Pre-Funding Account"). The Indenture Trustee shall,
promptly upon receipt, deposit in the Pre-Funding Account and retain therein the
Original Pre-Funded Amount remitted on the Closing Date to the Indenture Trustee
by the Depositor. Funds deposited in the 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
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 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 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 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 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 Pre-Funding Account


                                       25

<PAGE>



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 Pre-Funding Account shall be withdrawn by
the Indenture Trustee as follows:

                  (i) On any Subsequent Transfer Date, the Indenture Trustee
shall withdraw from the 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 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 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 Pre-Funding
Account for distribution in accordance with the terms hereof;

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

                  (iv) To clear and terminate the 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 [RESERVED].

         Section 3.36 GRANT OF THE GROUP 1 SUBSEQUENT MORTGAGE LOANS. In
consideration of the delivery on each Subsequent Transfer Date to or upon the
order of the Issuer of all or a portion of the amount on deposit in the
Pre-Funding Account, the Depositor shall, to the extent of the availability
thereof, on such 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 [RESERVED].



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<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.



                                       27

<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.



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<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;


                                       29

<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.


                                       30

<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


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<PAGE>



Trustee a verification report from a nationally recognized accounting firm
certifying that the amounts deposited with the Indenture Trustee are sufficient
to pay and discharge the entire indebtedness of such Bonds, or, in the case of
c. above, the Issuer shall have complied with all requirements of Section 8.07
hereof,

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

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

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


                                       32

<PAGE>



cancellation of any one or more temporary Bonds, the Issuer shall execute and
the Indenture Trustee shall authenticate and make available for delivery, in
exchange therefor, Definitive Bonds of authorized denominations and of like
tenor, class and aggregate principal amount. Until so exchanged, such temporary
Bonds shall in all respects be entitled to the same benefits under this
Indenture as Definitive Bonds.

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




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<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.



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<PAGE>



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

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

         (a) The Issuer covenants that if (i) default is made in the payment of
any interest on any Bond when the same becomes due and payable, and such default
continues for a period of five days, or (ii) default is made in the payment of
the principal of or any installment of the principal of any Bond when the same
becomes due and payable, the Issuer shall, upon demand of the Indenture Trustee,
at the direction of the Holders of a majority of the aggregate Bond Principal
Balances of the Bonds, 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:



                                       35

<PAGE>



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

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

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

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

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

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

         (f) All rights of action and of asserting claims under this Indenture,
or under any of the Bonds, may be enforced by the Indenture Trustee without the
possession of any of the Bonds or the production thereof in any trial or other
Proceedings relative thereto, and any such action or proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an 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.



                                       36

<PAGE>



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

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



                                       37

<PAGE>



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

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

                  THIRD: to the 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 and Class 2-A 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 and Class 1-A-3 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 and Class 2-A 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 and Class
         2-A 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,


                                       38

<PAGE>



         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

                  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



                                       39

<PAGE>



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

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

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

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

         Section 5.08 RESTORATION OF RIGHTS AND REMEDIES. If the Indenture
Trustee or any Bondholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee 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.



                                       40

<PAGE>



         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;

                           (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


                                       41

<PAGE>



principal of or interest on any Bond on or after the respective due dates
expressed in such Bond and in this Indenture.

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

         Section 5.15 SALE OF TRUST ESTATE. (a) The power to effect any sale or
other disposition (a "Sale") of any portion of the Trust Estate pursuant to
Section 5.04 hereof is expressly subject to the provisions of Section 5.05
hereof and this Section 5.15. The power to effect any such Sale shall not be
exhausted by any one or more Sales as to any portion of the Trust Estate
remaining unsold, but shall continue unimpaired until the entire Trust Estate
shall have been sold or all amounts payable on the Bonds and under this
Indenture 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,


                                       42

<PAGE>



as trustee for the benefit of the Holders of the Bonds, shall bid an amount at
least $1.00 more than the highest other bid.

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

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

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


                                       43

<PAGE>



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 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 Subsequent Mortgage
Loan Purchase Agreement and the Servicing Agreement to the extent and in the
manner directed by the Indenture Trustee, as pledgee of the Mortgage Loans,
including the transmission of notices of default on the part of the Seller or
the Master Servicer thereunder and the institution of legal or administrative
actions or proceedings to compel or secure performance by the Seller or the
Master Servicer of each of their obligations under the Mortgage Loan Purchase
Agreement, any 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 Subsequent Mortgage
Loan Purchase Agreement and the Servicing Agreement, including the right or
power to take any action to compel or secure performance or observance by the
Seller or the Master Servicer, as the case may be, of each of their obligations
to the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Mortgage Loan Purchase Agreement, any
Subsequent Mortgage Loan Purchase Agreement and the Servicing Agreement, as the
case may be, and any right of the Issuer to take such action shall not be
suspended.




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<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


                                       45

<PAGE>



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

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

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

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

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

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

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

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

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

         (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.


                                       46

<PAGE>



         (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.

         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


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experts. The Issuer shall indemnify the Indenture Trustee against any and all
loss, liability or expense (including attorneys' fees) incurred by it in
connection with the administration of this Trust and the performance of its
duties hereunder. The Indenture Trustee shall notify the Issuer promptly of any
claim for which it may seek indemnity. Failure by the Indenture Trustee to so
notify the Issuer shall not relieve the Issuer of its obligations hereunder. The
Issuer shall defend any such claim, and the Indenture Trustee 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


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a majority of Bond Principal Balances of the Bonds may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.

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

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


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         duties and obligations (including the holding of title to the Trust
         Estate or any portion thereof in any such jurisdiction) shall be
         exercised and performed singly by such separate trustee or co-trustee,
         but solely at the direction of the Indenture Trustee;

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

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

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

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

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


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<PAGE>



         to own its properties and to conduct its business as such properties
         are currently owned and such business is presently conducted;

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

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

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

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

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

         (b) to authenticate and deliver the Bonds substantially in the form
prescribed by Exhibits A-1, 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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                                   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.



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<PAGE>



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

         Section 7.04 REPORTS BY INDENTURE TRUSTEE. If required by TIA ss.
313(a), within 60 days after each January 30 beginning with March 31, 2005, the
Indenture Trustee shall mail to each Bondholder as required by TIA ss. 313(c) 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 1-A-2, Class 2-A, 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;



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<PAGE>



                           (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;

                           (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, Class 1-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 Group 2 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; and



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<PAGE>



                           (xviii) the amount withdrawn from the 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 Pre-Funding Account used to buy certain Group
         1 Subsequent Mortgage Loans prior to such Payment Date.

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

         The Indenture Trustee may conclusively rely upon the Remittance Report
provided by the Master Servicer pursuant to Section 4.01 of the Servicing
Agreement and on the amount of the Group 1 and Group 2 Net Derivative Contract
Payment Amount furnished to the Indenture Trustee pursuant to the Derivative
Contracts in its preparation of its Statement to Bondholders.




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                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

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

         Section 8.02 TRUST ACCOUNTS. (a) On or prior to the Closing Date, the
Issuer shall cause the Indenture Trustee to establish and maintain, in the name
of the Indenture Trustee, for the benefit of the Bondholders 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 Group 1 Net Derivative Contract Payment Amount and
Group 2 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


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<PAGE>



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

         Section 8.04 TERMINATION UPON DISTRIBUTION TO BONDHOLDERS. This
Indenture and the respective obligations and responsibilities of the Issuer and
the Indenture Trustee created hereby shall terminate upon the distribution to
Bondholders, the 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 Group 1 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 as of
the end of the prior Due Period is less than or equal to 20% of the aggregate
Group 1 Cut-off Date Balance and (ii) the Payment Date occurring in June 2014.
The Majority Certificateholder shall have the option to redeem the Group 2 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 2
Loans as of the end of the prior Due Period is less than or equal to 20% of the
aggregate Group 2 Cut-off Date Balance and (ii) the Payment Date occurring in
June 2014. The aggregate redemption price for each Group of Bonds will be equal
to the unpaid Bond Principal Balance of such Bonds as of the Payment Date on
which the proposed redemption will take place in accordance with the foregoing,
together with accrued and unpaid interest thereon at the applicable


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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) 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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                                   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;



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

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

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

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

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

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

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

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

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

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



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

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

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

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




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                                    ARTICLE X

                                  Miscellaneous

         Section 10.01 COMPLIANCE CERTIFICATES AND OPINIONS, ETC. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee (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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         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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         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


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         to the Issuer addressed to: Impac CMB Trust Series 2004-5, 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.



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

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

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

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

         Section 10.10 [RESERVED].

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

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

         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


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a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director, employee or agent of the Indenture Trustee or the
Owner Trustee in its individual capacity, any holder of a beneficial interest in
the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
the Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity. For all purposes of this Indenture, in
the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Article VI, VII and VIII of the Trust Agreement.

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

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



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         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 2004-5, 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 28th day of May, 2004, before me personally appeared
______________________ to me known, who being by me duly sworn, did depose and
say, that he is the ____________________ of the Indenture Trustee, one of the
corporations described in and which executed the above instrument; and that he
signed his name thereto by like order.



                                                    Notary Public


                                                    ___________________________
                                                    NOTARY PUBLIC




[NOTARIAL SEAL]





<PAGE>



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

         On this 28th day of May, 2004, before me personally appeared
____________________ to me known, who being by me duly sworn, did depose and
say, that he is an _________________________ of the Indenture Trustee, one of
the corporations described in and which executed the above instrument; and that
she signed her name thereto by like order.



                                                    Notary Public


                                                    ___________________________
                                                    NOTARY PUBLIC




[NOTARIAL SEAL]





<PAGE>



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

         On this 28th day of May, 2004, before me personally appeared
_______________________ to me known, who being by me duly sworn, did depose and
say, that she is a ____________________________ of the Owner Trustee, one of the
entities described in and which executed the above instrument; and that she
signed her name thereto by like order.



                                                    Notary Public


                                                    ___________________________
                                                    NOTARY PUBLIC




[NOTARIAL SEAL]





<PAGE>



                                   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 2004-5
                        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 2004-5 (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 June 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 2004-5 (the "Bonds"), issued under an
Indenture dated as of May 28, 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 Group 1 Bonds are subject to redemption in whole, but not in part,
by the Majority Certificateholder, on or after the earlier of (i) the payment
date on which the aggregate Stated Principal Balance of the Group 1 Loans 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 as of the Cut-off Date and the
Group 1 Original Pre-Funded Amount and (ii) the payment date occurring in June
2014. The Group 2 Bonds are subject to redemption in whole, but not in part, by
the Majority Certificateholder, on or after the earlier of (i) the payment date
on which the aggregate Stated Principal Balance of the Group 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 2 Loans as of the Cut-off Date and (ii) the
payment date occurring in June 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.



                                      A-1-3

<PAGE>



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

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

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

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

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


                                      A-1-4

<PAGE>



making payments and interest of such Bond, and (ii) on any other date for all
other purposes whatsoever, as the owner hereof, whether or not this Bond be
overdue, and neither the Issuer, the Indenture Trustee nor any such agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Bonds under the Indenture at any
time by the Issuer and the Holders of a majority of all Bonds at the 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: May 28, 2004

                                           IMPAC CMB TRUST SERIES 2004-5

                                           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 2004-5
                        COLLATERALIZED ASSET-BACKED BONDS
                                 CLASS [_]-M-[_]


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 2004-5 (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 June 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 2004-5 (the "Bonds"), issued under an
Indenture dated as of May 28, 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 Group 1 Bonds are subject to redemption in whole, but not in part,
by the Majority Certificateholder, on or after the earlier of (i) the payment
date on which the aggregate Stated Principal Balance of the Group 1 Loans 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 as of the Cut-off Date and the
Group 1 Original Pre-Funded Amount and (ii) the payment date occurring in June
2014. The Group 2 Bonds are subject to redemption in whole, but not in part, by
the Majority Certificateholder, on or after the earlier of (i) the payment date
on which the aggregate Stated Principal Balance of the Group 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 2 Loans as of the Cut-off Date and (ii) the
payment date occurring in June 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


                                      A-2-3

<PAGE>



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

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

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

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

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


                                      A-2-4

<PAGE>



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

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Bonds under the Indenture at any
time by the Issuer and the Holders of a majority of all Bonds at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Bonds representing specified percentages of the aggregate Bond Principal Balance
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: May 28, 2004

                                      IMPAC CMB TRUST SERIES 2004-5

                                      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 2004-5
                        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 2004-5 (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 2004-5 (the "Bonds"), issued under an
Indenture dated as of May 28, 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 Group 1 Bonds are subject to redemption in whole, but not in part,
by the Majority Certificateholder, on or after the earlier of (i) the payment
date on which the aggregate Stated Principal Balance of the Group 1 Loans 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 as of the Cut-off Date and the
Group 1 Original Pre-Funded Amount and (ii) the payment date occurring in June
2014. The Group 2 Bonds are subject to redemption in whole, but not in part, by
the Majority Certificateholder, on or after the earlier of (i) the payment date
on which the aggregate Stated Principal Balance of the Group 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 2 Loans as of the Cut-off Date and (ii) the
payment date occurring in June 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


                                                       A-3-3

<PAGE>



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

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

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

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

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


                                      A-3-4

<PAGE>



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

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Bonds under the Indenture at any
time by the Issuer and the Holders of a majority of all Bonds at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Bonds representing specified percentages of the aggregate Bond Principal Balance
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: May 28, 2004

                                    IMPAC CMB TRUST SERIES 2004-5

                                    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 2004-5

         Re:      Indenture dated as of May 28, 2004, between Impac CMB Trust
                  Series 2004- 5 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 May 28, 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 2004-5

         Re:      Indenture, dated as of May 28, 2004, between Impac CMB Trust
                  Series 2004- 5 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 May 28, 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 SUBSEQUENT TRANSFER INSTRUMENT

         Pursuant to this Subsequent Transfer Instrument, dated
[_______________] (the "Instrument"), between IMH Assets Corp. as Seller (the
"Company"), and Deutsche Bank National Trust Company as indenture trustee of the
IMH Assets Corp., Collateralized Asset-Backed Bonds, Series 2004-5, as purchaser
(the "Indenture Trustee"), on behalf of Impac CMB Trust Series 2004-5 (the
"Issuer"), as purchaser, and pursuant to the Indenture, dated as of May 28, 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 1 Subsequent Mortgage Loans on the attached Schedule 1 of Mortgage
Loans (the "Group 1 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 1 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 1 Subsequent
Mortgage Loans, including all amounts due on the Group 1 Subsequent Mortgage
Loans after the related Subsequent Cut-off Date, and all items with respect to
the Group 1 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 1 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
1 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 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 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 1
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 Bonds and any
Payment Date, the period from the preceding Payment Date (or, in the case of the
first Payment Date, from the Closing Date) through the day preceding such
Payment Date.

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

                  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 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, 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.



<PAGE>



                  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
                                            Pre-Funding Account from the prior
                                            Payment Date to the current Payment
                                            Date, expressed as a percentage of
                                            the 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 Pre-Funded
                                    Amount as of the end of the related Due
                                    Period, and

                           (2) a fraction equal to

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



                                        2

<PAGE>



                                    (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 and with respect tot he Group 1
Bonds, 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 with respect to the Group 2 Bonds, 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 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, each Group 1 Subsequent Mortgage


                                        3

<PAGE>



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.

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

                  BOND MARGIN: With respect to the Class 1-A-1 Bonds, on any
Payment Date prior to the Step-Up Date, 0.360% per annum, and on any Payment
Date on and after the Step-Up Date, 0.720% per annum. With respect to the Class
1-A-2 Bonds, on any Payment Date prior to the Step-Up Date, 0.350% per annum,
and on any Payment Date on and after the Step-Up Date, 0.700% per annum. With
respect to the Class 1-A-3 Bonds, on any Payment Date prior to the Step-Up Date,
0.460% per annum, and on any Payment Date on and after the Step-Up Date, 0.920%
per annum. With respect to the Class 2-A 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, 0.530% per annum, and on any Payment Date on and
after the Step-Up Date, 0.795% per annum. With respect to the Class 1-M-2 Bonds,
on any Payment Date prior to the Step-Up Date, 0.580% per annum, and on any


                                        4

<PAGE>



Payment Date on and after the Step-Up Date, 0.870% per annum. With respect to
the Class 1-M-3 Bonds, on any Payment Date prior to the Step-Up Date, 0.630% per
annum, and on any Payment Date on and after the Step-Up Date, 0.945% per annum.
With respect to the Class 1-M-4 Bonds, on any Payment Date prior to the Step-Up
Date, 1.100% per annum, and on any Payment Date on and after the Step-Up Date,
1.650% 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, 1.550% per annum, and on any
Payment Date on and after the Step-Up Date, 2.325% per annum. With respect to
the Class 2-M-1 Bonds, on any Payment Date prior to the Step-Up Date, 0.700% per
annum, and on any Payment Date on and after the Step-Up Date, 1.050% per annum.
With respect to the Class 2-M-2 Bonds, on any Payment Date prior to the Step-Up
Date, 1.250% per annum, and on any Payment Date on and after the Step-Up Date,
1.875% per annum. With respect to the Class 2-B Bonds, on any Payment Date prior
to the Step-Up Date, 2.100% per annum, and on any Payment Date on and after the
Step-Up Date, 3.150% 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 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


                                        5

<PAGE>



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.

                  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
2004-5 Trust Certificates, Series 2004-5, 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.



                                        6

<PAGE>



                  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.

                  CLASS 1-M BONDS: 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.

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

                  CLASS A BONDS: The Class 1-A-1, Class 1-A-2, Class 1-A-3 and
Class 2-A 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.

                  CMSA IRP: Commercial Mortgage Securities Association Investor
Reporting Package.

                  CLOSING DATE: May 28, 2004.

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

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

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

                  COMMISSION: The Securities and Exchange Commission.

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


                                        7

<PAGE>



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: IM0405. With respect
to the Owner Trustee, the principal corporate trust office of the Owner Trustee
at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Trust Agreement
is located at Wilmington Trust Company, Rodney Square North, 1100 North Market
Street, Wilmington, Delaware 19801, Attention: Impac CMB Trust Series 2004-5
(IM0405).

                  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, May
1, 2004. With respect to the Group 1 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 COVERAGE RATIO: With respect to any Group 2 Loan
at any given time, the ratio of (i) the Net Cash Flow of the related Mortgaged
Property for a twelve-month period to (ii) the annualized scheduled payments on
the Group 2 Loan.

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

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

                  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


                                        8

<PAGE>



connection with any scheduled Monthly Payment that constitutes a permanent
forgiveness of principal, which valuation or reduction results from a proceeding
under the Bankruptcy Code.

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

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

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

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

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

                  DERIVATIVE CONTRACTS: The Group 1 Derivative Contracts or
Group 2 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


                                        9

<PAGE>



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.

                  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;



                                       10

<PAGE>



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

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

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

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

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

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

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


                                       11

<PAGE>



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

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



                                       12

<PAGE>



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

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

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

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

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

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

                  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 October 2034.

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

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

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



                                       13

<PAGE>



                  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 Pre-Funding Account is reduced to less than $10,000 or (ii) June
30, 2004.

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

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

                  GROUP 1 AVAILABLE FUNDS: 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



                                       14

<PAGE>



                           (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 Pre-Funding Account; and

                           (vi) interest earned on amounts on deposit in the
                  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;

                           (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: $1,302,187,895.84, plus the
Original Pre-Funded amount.

                  GROUP 1 DERIVATIVE CONTRACTS: The Confirmation together with
the associated ISDA Master Agreement with respect to the ten 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.



                                       15

<PAGE>



                  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 OVERCOLLATERALIZATION TARGET AMOUNT: With respect to
any Payment Date (i) on or before the Payment Date occurring in November 2004,
approximately zero, or (ii) after November 2004, 0.50% of the Group 1 Cut-off
Date Balance.

                  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 non-related Net Monthly Excess Cashflow used to cover
Realized Losses as provided in Section 3.05(h)(v) of the Indenture and (c) the
related Overcollateralization Increase 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 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


                                       16

<PAGE>



                  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;

                  MINUS

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

                           (vi) amounts expended by the Master Servicer (a)
                  pursuant to the Servicing Agreement in good faith in
                  connection with the restoration of property related to a 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;

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

                           (viii) the related Net Derivative Fee; and

                           (ix) 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, Class 2-M-1, Class 2-M-2 or Class
2-B Bond.

                  GROUP 2 CUT-OFF DATE BALANCE: $100,280,208.50.

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

                  GROUP 2 LOAN: A Mortgage Loan in Loan Group 2. All of the
Group 2 Loans are Multifamily Loans.

                  GROUP 2 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 2 Derivative


                                       17

<PAGE>



Contracts, over (b) the aggregate amount payable on that Payment Date to the
Derivative Contract Counterparty under the Group 2 Derivative Contracts, in each
case as described in Section 8.02(c) of the Indenture.

                  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 OVERCOLLATERALIZATION TARGET AMOUNT: With respect to
any Payment Date prior to the Group 2 Stepdown Date, 4.25% of the Group 2
Cut-off Date Balance. With respect to any Payment Date on or after the Group 2
Stepdown Date, the greater of (i) 8.50% 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; 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 non-related Net Monthly Excess Cashflow used to cover
Realized Losses as provided in Section 3.05(h)(ii) of the Indenture and (c) the
related Overcollateralization Increase Amount.

                  GROUP 2 STEPDOWN DATE: The later to occur of (x) the Payment
Date occurring in June 2011 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.

                  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 85th
                  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 16.00% of the aggregate
                  Stated Principal Balance of the Group 2 Loans; or

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


                                       18

<PAGE>



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

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

                  HAZARDOUS MATERIALS: Any dangerous, toxic or hazardous
pollutants, chemicals, wastes, or substances, including, without limitation,
those so identified pursuant to the Comprehensive Environmental Response,
Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any other
environmental laws now existing, and specifically including, without limitation,
asbestos and asbestos-containing materials, polychlorinated biphenyls, radon
gas, petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory", "usable work in progress" or similar
classification which would, if classified unusable, be included in the foregoing
definition.

                  HIGH CLTV LOANS: Group 1 Loans that are secured by second
liens and were originated with a limited expectation of recovering any amounts
from the foreclosure of the related Mortgaged Property and are underwritten with
an emphasis on the creditworthiness of the related borrower.

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

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

                  INDENTURE: The indenture dated as of May 28, 2004, between the
Issuer and the Indenture Trustee, relating to the Impac CMB Trust Series 2004-5
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.



                                       19

<PAGE>



                  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 Pre-Funding Account.

                  INDENTURE TRUSTEE'S FEE RATE: A rate equal to 0.0015% per
annum.

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

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

                  INDEX: With respect to any 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, $877,906,000, 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, $43,069,000, with respect to the Class 1-M-2 Bonds, $46,382,000,
Class 1-M-3 Bonds, $29,817,000, Class 1-M-4 Bonds, $39,756,000, Class 1- M-5
Bonds, $26,504,000, Class 1-M-6 Bonds, $39,753,000, with respect to the Class
2-A Bonds, $59,888,000, with respect to the Class 2-M-1 Bonds, $9,214,000, with
respect to the Class 2-M-2 Bonds, $10,515,000 and with respect to the Class 2-B
Bonds, $18,277,000.

                  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
$1,402,468,104.34.

                  INITIAL SUBSERVICERS: With respect to substantially all of the
Mortgage Loans (except for the fixed rate first lien Mortgage Loans) in Loan
Group 1, Countrywide Home Loans Servicing LP. With respect to substantially all
of the fixed rate first lien Mortgage Loans in Loan Group 1, GMAC Mortgage
Corporation. With respect to all of the Mortgage Loans in Loan Group 2, Midland
Loan Services, Inc.



                                       20

<PAGE>



                  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.

                  ISSUER: Impac CMB Trust Series 2004-5, 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.


                                       21

<PAGE>



                  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.

                  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.


                                       22

<PAGE>



                  MAXIMUM BOND INTEREST RATE: With respect to each class of (1)
Group 1 Bonds, 11.00% per annum and (2) Group 2 Bonds, 10.25% 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.

                  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


                                       23

<PAGE>



the schedule set forth in Exhibit B of the Indenture and (ii) the applicable
Group 1 Subsequent Mortgage Loans as of the related Subsequent Cut-off Date is
Schedule 1 of the applicable 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;

                           (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.


                                       24

<PAGE>




                  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.

                  MULTIFAMILY LOAN: Each of the Group 2 Loans transferred and
assigned to the Indenture Trustee pursuant to Section 2.03 of the Indenture,
secured by a fee simple estate in a parcel of land improved by a multifamily
property, together with any personal property, fixtures, leases and other
property or rights pertaining thereto, as indicated in the related Mortgage Loan
Schedule.

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

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

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

                  NET DERIVATIVE FEE RATE: With respect to any Payment Date, the
fraction, expressed as a rate per annum, equal to (x) the Net Derivative Fee on
such Payment Date related to Loan Group 1 and Loan Group 2 over (y) the
aggregate Stated Principal Balance of the Mortgage 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, (B) the related Principal Remittance Amount


                                       25

<PAGE>



and (C) any amounts payable from the related Derivative Contracts as described
in Section 3.05 of the Indenture.

                  NET MORTGAGE RATE: With respect to any Mortgage Loan and any
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.

                  NON-HIGH CLTV LOANS: At any time, collectively, all the
Mortgage Loans which are not High CLTV Loans.

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

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

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

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

                           (i) If on such Interest Determination Date two or
                  more Reference Banks provide such offered quotations,
                  One-Month LIBOR for the related Accrual Period shall be the
                  arithmetic mean of such offered quotations (rounded upwards if
                  necessary to the nearest whole multiple of 1/16%).

                           (ii) If on such Interest Determination Date fewer
                  than two Reference Banks provide such offered quotations,
                  One-Month LIBOR for the related Accrual


                                       26

<PAGE>



                  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 PRE-FUNDED AMOUNT: $22,999,104.16, which is the
amount deposited in the Pre-Funding Account on the Closing Date by the Indenture
Trustee with funds received from the Company.

                  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
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


                                       27

<PAGE>



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

                  OVERCOLLATERALIZATION TARGET AMOUNT: The Group 1
Overcollateralization Target Amount 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, in the case of the Group 1 Loans, the
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 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.

                  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.


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<PAGE>



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

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

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

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

                  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 fixed rate second lien and adjustable rate
Group 1 Loans, 30% CPR, (ii) with respect to the fixed rate first lien Group 1
Loans, 2% CPR in month 1, an additional 1/11th of 6% CPR for each month
thereafter, building to 8% CPR in month 12 and remaining constant at 8% CPR
thereafter, adjusted for any seasoning (iii) with respect to the Group 2 Loans,
a prepayment vector which assumes no prepayments in the first 12 months after
the origination date of such mortgage loan, 10% CPR in the second 12 month
period, 15% CPR in the third 12 month period, 25% CPR in the fourth 12 month
period and 30% CPR thereafter, adjusted for any seasoning.

                  PRE-FUNDED AMOUNT: The amount on deposit in the Pre-Funding
Account on any date of determination.

                  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 Original Pre-Funded Amount.

                  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.



                                       29

<PAGE>



                  PREPAYMENT PERIOD: With respect any Payment Date, the calendar
month immediately preceding the month in which such payment occurs.

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

                  PRINCIPAL DISTRIBUTION AMOUNT: 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 Prepayment 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 May 26, 2004,
together with the attached Prospectus, dated March 29, 2004.


                                       30

<PAGE>



                  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.

                  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


                                       31

<PAGE>



Balance of such Mortgage Loan (or REO Property) outstanding during each Due
Period that such interest was not paid or advanced, minus (iii) the proceeds, if
any, received during the month in which such Cash Liquidation (or REO
Disposition) occurred, to the extent applied as recoveries of interest at the
Net Mortgage Rate and to principal of the Mortgage Loan, net of the portion
thereof reimbursable to the Master Servicer or any Subservicer with respect to
related Advances or expenses as to which the Master Servicer or any Subservicer
is entitled to reimbursement thereunder but which have not been previously
reimbursed. With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
With respect to each Mortgage Loan which has become the object of a Debt Service
Reduction, the amount of such Debt Service Reduction.

                  RECORD DATE: With respect to any Book-Entry Bonds and any
Payment Date, the close of business on the Business Day immediately preceding
such Payment Date. With respect to any Bonds that are not Book-Entry Bonds, the
close of business on the last Business Day of the calendar month preceding such
Payment Date.

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

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

                  RELATED DOCUMENTS: With respect to each Mortgage Loan, the
documents specified in Section 2.1(b) of (i) the Mortgage Loan Purchase
Agreement (with respect to the Initial Mortgage Loans) and (ii) the Subsequent
Mortgage Loan Purchase Agreement (with respect to the Group 1 Subsequent
Mortgage Loans) and any documents required to be added to such documents
pursuant to the Mortgage Loan Purchase Agreement, any 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.



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<PAGE>



                  REO DISPOSITION: As to any REO Property, a determination by
the Master Servicer that it has received substantially all Insurance Proceeds,
Liquidation Proceeds, REO Proceeds and other payments and recoveries (including
proceeds of a final sale) which the Master Servicer expects to be finally
recoverable from the sale or other disposition of the REO Property.

                  REO IMPUTED INTEREST: As to any REO Property, for any period,
an amount equivalent to interest (at the Net Mortgage Rate that would have been
applicable to the related Mortgage Loan had it been Outstanding) on the unpaid
principal balance of the Mortgage Loan as of the date of acquisition thereof for
such period as such balance is reduced pursuant to Section 3.13 of the Servicing
Agreement by any income from the REO Property treated as a recovery of
principal.

                  REO PROCEEDS: Proceeds, net of expenses, received in respect
of any REO Property (including, without limitation, proceeds from the rental of
the related Mortgaged Property) which proceeds are required to be deposited into
the Collection Account only upon the related REO Disposition.

                  REO PROPERTY: A Mortgaged Property that is acquired by the
Issuer by foreclosure or by deed in lieu of foreclosure.

                  REPURCHASE EVENT: With respect to any Mortgage Loan, either
(i) a discovery that, as of the Closing Date the related Mortgage was not a
valid first lien 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


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<PAGE>



rates which New York City banks selected by the Indenture Trustee are quoting on
the relevant Interest Determination Date to the principal London offices of
leading banks in the London interbank market or (ii) in the event that the
Indenture Trustee can determine no such arithmetic mean, the lowest one-month
United States dollar lending rate which New York City banks selected by the
Indenture Trustee are quoting on such Interest Determination Date to leading
European banks.

                  RESPONSIBLE OFFICER: With respect to the Indenture Trustee,
any officer of the Indenture Trustee with direct responsibility for the
administration of the Indenture and also, with respect to a particular matter,
any other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

                  SECURITIES ACT: The Securities Act of 1933, as amended, and
the rules and regulations promulgated thereunder.

                  SECURITIES INTERMEDIARY: Deutsche Bank National Trust Company,
or its successors and assigns.

                  SECURITY: Any of the Certificates or Bonds.

                  SECURITYHOLDER or HOLDER: Any Bondholder or a
Certificateholder.

                  SECURITY INSTRUMENT: A written instrument creating a valid
first lien or second lien on a Mortgaged Property securing a Mortgage Note,
which may be any applicable form of mortgage, deed of trust, deed to secure debt
or security deed, including any riders or addenda thereto.

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

                  SERVICING ACCOUNT: The separate trust account created and
maintained by the Master Servicer or each Subservicer with respect to the
Mortgage Loans or REO Property, which shall be an Eligible Account, for
collection of taxes, assessments, insurance premiums and comparable items as
described in Section 3.08 of the Servicing Agreement.

                  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 May
28, 2004, among the Master Servicer, the Issuer and the Indenture Trustee.



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<PAGE>



                  SERVICING CERTIFICATE: A certificate completed and executed by
a Servicing Officer on behalf of the Master Servicer in accordance with Section
4.01 of the Servicing Agreement.

                  SERVICING DEFAULT: The meaning assigned in Section 6.01 of the
Servicing Agreement.

                  SERVICING FEE: The sum of the Master Servicing Fee and the
Subservicing Fee.

                  SERVICING FEE RATE: The sum of the Master Servicing Fee Rate
and the related Subservicing Fee Rate.

                  SERVICING OFFICEr: Any officer of the Master Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans
whose name and specimen signature appear on a list of servicing officers
furnished to the Indenture Trustee by the Master Servicer, as such list may be
amended from time to time.

                  SPECIAL CERTIFICATE CAP CONTRACT: The Confirmation together
with the associated ISDA Master Agreement, delivered to the Indenture Trustee on
the Closing Date and attached to the Indenture as Exhibit F, for which amounts
payable shall be distributed in accordance with Section 3.05(j) of the
Indenture.

                  SPECIAL SERVICER: Any special servicer that may be appointed
by the Master Servicer for the purposes of servicing the Specially Serviced
Mortgage Loans.

                  SPECIALLY SERVICED MORTGAGE LOAN: Subject to Section 3.23 of
the Servicing Agreement, any Group 2 Loan with respect to which:

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

                           (b) such Mortgagor has expressed to the Master
                  Servicer an inability to pay or a hardship in paying such
                  Group 2 Loan in accordance with its terms;

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

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

                           (e) a default, of which the Master Servicer has
                  notice (other than a failure by such Mortgagor to pay
                  principal or interest) and which in the sole judgment of the
                  Master Servicer, materially and adversely affects the
                  interests of the Bondholders, has occurred and remained
                  unremedied for the applicable grace period specified in such


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<PAGE>



                  Group 2 Loan (or, if no grace period is specified, 60 days);
                  provided, however, that a default requiring a Servicing
                  Advance shall be deemed to materially and adversely affect the
                  interests of the Bondholders for purposes of this definition;
                  or

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

                  A Group 2 Loan will cease to be a Specially Serviced Mortgage
Loan:

                           (a) with respect to the circumstances described in
                  clause (a) above, when the related Mortgagor has brought such
                  Group 2 Loan current and thereafter made three consecutive
                  full and timely Monthly Payments;

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

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

provided, however, in each case that at the time no circumstance identified in
clauses (a) through (f) above exists that would cause the Group 2 Loan to
continue to be characterized as a Specially Serviced Mortgage Loan.

                  STANDARD & POOR'S: Standard & Poor's, a division of The
McGraw-Hill Companies, Inc., or its successor in interest.

                  STATED PRINCIPAL BALANCE: With respect to any Mortgage Loan or
related REO Property as of any date of determination, (i) the principal balance
of the Mortgage Loan outstanding as of the Cut-off Date, after application of
all scheduled Monthly Payments due on or before such date, whether or not
received, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Payment Date which were received or with
respect to which an Advance was made, (b) all Principal Prepayments with respect
to such Mortgage Loan or REO Property, and all Insurance Proceeds, Liquidation
Proceeds and REO Proceeds to the extent applied by the 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.



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<PAGE>



                  STEP-UP DATE: With respect to the (1) Group 1 Bonds, the first
Payment Date following the earlier of (i) the first Payment Date for which the
aggregate Stated Principal Balance of the Group 1 Loans as of the end of the
related Due Period has been reduced to 20% or less of the Group 1 Cut-off Date
Balance and (ii) the Payment Date occurring in June 2014 and (2) Group 2 Bonds,
the first Payment Date following the earlier of (i) the first Payment Date for
which the aggregate Stated Principal Balance of the Group 2 Loans as of the end
of the related Due Period has been reduced to 20% or less of the Group 2 Cut-off
Date Balance and (ii) the Payment Date occurring in June 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.

                  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, the applicable date upon which such Mortgage Loan was
purchased from the Seller with amounts on deposit in the Pre-Funding Account.

                  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.

                  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 first lien Group 1 Loan, a
rate equal to 0.250% per annum. On each fixed rate second lien Group 1 Loan, a
rate equal to 0.750% per annum. On each Group 2 Loan, a rate equal to 0.170% per
annum, with such rate increasing to 0.750% per annum for any multifamily loan
that becomes a Specially Serviced Multifamily Loan.


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<PAGE>


                  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 2004-5 to be created
pursuant to the Trust Agreement.

                  TRUST AGREEMENT: The Amended and Restated Trust Agreement
dated as of May 28, 2004, among the Owner Trustee, the Depositor and Deutsche
Bank National Trust Company, as Certificate Registrar and Certificate Paying
Agent, relating to the Trust.

                  TRUST ESTATE: The meaning specified in the Granting Clause of
the Indenture.

                  TRUST INDENTURE ACT OR TIA: The Trust Indenture Act of 1939,
as amended from time to time, as in effect on any relevant date.

                  UCC: The Uniform Commercial Code, as amended from time to
time, as in effect in any specified jurisdiction.

                  UNDERWRITERS: Countrywide Securities Corporation and Merrill
Lynch, Pierce, Fenner & Smith Incorporated.

                  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.

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



                                       38