EXHIBIT 4.1


                          IMPAC CMB TRUST SERIES 2004-8

                                     Issuer

                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY

                                Indenture Trustee

                      ___________________________________


                                    INDENTURE

                         Dated as of September 29, 2004

                      ___________________________________


                        COLLATERALIZED ASSET-BACKED BONDS

                                    _________


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<TABLE>
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                                      TABLE OF CONTENTS
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Section                                                                                 Page
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ARTICLE I

Definitions
     Section 1.01   Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . .     2
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     Section 1.02   Incorporation by Reference of Trust Indenture Act. . . . . . . . .     2
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     Section 1.03   Rules of Construction. . . . . . . . . . . . . . . . . . . . . . .     2
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Bonds
     Section 2.01   Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     4
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     Section 2.02   Execution, Authentication and Delivery . . . . . . . . . . . . . .     4
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     Section 2.03   Acceptance of Mortgage Loans by Indenture Trustee. . . . . . . . .     5
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     Section 2.04   Acceptance of Derivative Contracts and Special Certificate
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     Cap Contract by Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . .     6
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     Section 2.05   Demand Note; Acceptance of Demand Note by Indenture Trustee. . . .     6
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Covenants
     Section 3.01   Collection of Payments with respect to the Mortgage Loans
                    ------------------------------------------------------------------
     and the Demand Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     8
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     Section 3.02   Maintenance of Office or Agency. . . . . . . . . . . . . . . . . .     8
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     Section 3.03   Money for Payments To Be Held in Trust; Paying Agent . . . . . . .     8
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     Section 3.04   Existence. . . . . . . . . . . . . . . . . . . . . . . . . . . . .     9
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     Section 3.05   Payment of Principal and Interest. . . . . . . . . . . . . . . . .    10
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     Section 3.06   Protection of Trust Estate . . . . . . . . . . . . . . . . . . . .    16
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     Section 3.07   Opinions as to Trust Estate. . . . . . . . . . . . . . . . . . . .    17
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     Section 3.08   Performance of Obligations . . . . . . . . . . . . . . . . . . . .    17
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     Section 3.09   Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . .    18
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     Section 3.10   Annual Statement as to Compliance. . . . . . . . . . . . . . . . .    19
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     Section 3.11   [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . .    19
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     Section 3.12   Representations and Warranties Concerning the Mortgage Loans . . .    19
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     Section 3.13   Amendments to Servicing Agreement. . . . . . . . . . . . . . . . .    19
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     Section 3.14   Master Servicer as Agent and Bailee of the Indenture Trustee . . .    19
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     Section 3.15   Investment Company Act . . . . . . . . . . . . . . . . . . . . . .    20
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     Section 3.16   Issuer May Consolidate, etc. . . . . . . . . . . . . . . . . . . .    20
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     Section 3.17   Successor or Transferee. . . . . . . . . . . . . . . . . . . . . .    22
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     Section 3.18   No Other Business. . . . . . . . . . . . . . . . . . . . . . . . .    22
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     Section 3.19   No Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . .    22
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     Section 3.20   Guarantees, Loans, Advances and Other Liabilities. . . . . . . . .    22
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     Section 3.21   Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . .    23
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     Section 3.22   Determination of Bond Interest Rate. . . . . . . . . . . . . . . .    23
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     Section 3.23   Restricted Payments. . . . . . . . . . . . . . . . . . . . . . . .    23
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     Section 3.24   Notice of Events of Default. . . . . . . . . . . . . . . . . . . .    23
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                                        i
<PAGE>
     Section 3.25   Further Instruments and Acts . . . . . . . . . . . . . . . . . . .    23
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     Section 3.26   Statements to Bondholders. . . . . . . . . . . . . . . . . . . . .    23
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     Section 3.27   [Reserved].. . . . . . . . . . . . . . . . . . . . . . . . . . . .    23
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     Section 3.28   Certain Representations Regarding the Trust Estate . . . . . . . .    23
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     Section 3.29   Payments Under the Bond Insurance Policy . . . . . . . . . . . . .    25
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     Section 3.30   Replacement Bond Insurance Policy. . . . . . . . . . . . . . . . .    25
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     Section 3.31   Replacement Derivative Contracts . . . . . . . . . . . . . . . . .    26
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     Section 3.32   [Reserved].. . . . . . . . . . . . . . . . . . . . . . . . . . . .    26
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     Section 3.33   Allocation of Realized Losses. . . . . . . . . . . . . . . . . . .    26
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The Bonds; Satisfaction and Discharge of Indenture
     Section 4.01   The Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . .    28
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     Section 4.02   Registration of and Limitations on Transfer and Exchange of Bonds;
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     Appointment of Bond Registrar and Certificate Registrar . . . . . . . . . . . . .    28
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     Section 4.03   Mutilated, Destroyed, Lost or Stolen Bonds . . . . . . . . . . . .    29
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     Section 4.04   Persons Deemed Owners. . . . . . . . . . . . . . . . . . . . . . .    30
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     Section 4.05   Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . .    30
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     Section 4.06   Book-Entry Bonds . . . . . . . . . . . . . . . . . . . . . . . . .    30
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     Section 4.07   Notices to Depository. . . . . . . . . . . . . . . . . . . . . . .    31
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     Section 4.08   Definitive Bonds . . . . . . . . . . . . . . . . . . . . . . . . .    31
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     Section 4.09   Tax Treatment. . . . . . . . . . . . . . . . . . . . . . . . . . .    32
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     Section 4.10   Satisfaction and Discharge of Indenture. . . . . . . . . . . . . .    32
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     Section 4.11   Application of Trust Money . . . . . . . . . . . . . . . . . . . .    33
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     Section 4.12   Subrogation and Cooperation. . . . . . . . . . . . . . . . . . . .    33
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     Section 4.13   Repayment of Monies Held by Paying Agent . . . . . . . . . . . . .    34
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     Section 4.14   Temporary Bonds. . . . . . . . . . . . . . . . . . . . . . . . . .    34
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     Section 4.15   Representation Regarding ERISA . . . . . . . . . . . . . . . . . .    35
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ARTICLE V

Default and Remedies
     Section 5.01   Events of Default. . . . . . . . . . . . . . . . . . . . . . . . .    36
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     Section 5.02   Acceleration of Maturity; Rescission and Annulment . . . . . . . .    36
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     Section 5.03   Collection of Indebtedness and Suits for Enforcement by
                    ------------------------------------------------------------------
     Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    37
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     Section 5.04   Remedies; Priorities . . . . . . . . . . . . . . . . . . . . . . .    39
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     Section 5.05   Optional Preservation of the Trust Estate. . . . . . . . . . . . .    42
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     Section 5.06   Limitation of Suits. . . . . . . . . . . . . . . . . . . . . . . .    42
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     Section 5.07   Unconditional Rights of Bondholders To Receive Principal
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     and Interest                                                                         43
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     Section 5.08   Restoration of Rights and Remedies . . . . . . . . . . . . . . . .    43
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     Section 5.09   Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . .    43
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     Section 5.10   Delay or Omission Not a Waiver . . . . . . . . . . . . . . . . . .    43
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     Section 5.11   Control By Bond Insurer. . . . . . . . . . . . . . . . . . . . . .    43
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     Section 5.12   Waiver of Past Defaults. . . . . . . . . . . . . . . . . . . . . .    44
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     Section 5.13   Undertaking for Costs. . . . . . . . . . . . . . . . . . . . . . .    44
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                                        ii
<PAGE>
     Section 5.14   Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . .    45
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     Section 5.15   Sale of Trust Estate . . . . . . . . . . . . . . . . . . . . . . .    45
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     Section 5.16   Action on Bonds. . . . . . . . . . . . . . . . . . . . . . . . . .    47
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     Section 5.17   Performance and Enforcement of Certain Obligations . . . . . . . .    47
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ARTICLE VI

The Indenture Trustee
     Section 6.01   Duties of Indenture Trustee. . . . . . . . . . . . . . . . . . . .    49
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     Section 6.02   Rights of Indenture Trustee. . . . . . . . . . . . . . . . . . . .    50
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     Section 6.03   Individual Rights of Indenture Trustee . . . . . . . . . . . . . .    51
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     Section 6.04   Indenture Trustee's Disclaimer . . . . . . . . . . . . . . . . . .    51
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     Section 6.05   Notice of Event of Default . . . . . . . . . . . . . . . . . . . .    51
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     Section 6.06   Reports by Indenture Trustee to Holders and Tax Administration . .    51
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     Section 6.07   Compensation and Indemnity . . . . . . . . . . . . . . . . . . . .    51
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     Section 6.08   Replacement of Indenture Trustee . . . . . . . . . . . . . . . . .    52
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     Section 6.09   Successor Indenture Trustee by Merger. . . . . . . . . . . . . . .    53
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     Section 6.10   Appointment of Co-Indenture Trustee or Separate Indenture Trustee.    53
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     Section 6.11   Eligibility; Disqualification. . . . . . . . . . . . . . . . . . .    54
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     Section 6.12   Preferential Collection of Claims Against Issuer . . . . . . . . .    55
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     Section 6.13   Representations and Warranties . . . . . . . . . . . . . . . . . .    55
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     Section 6.14   Directions to Indenture Trustee. . . . . . . . . . . . . . . . . .    55
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     Section 6.15   The Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . .    55
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ARTICLE VII

Bondholders' Lists and Reports
     Section 7.01   Issuer To Furnish Indenture Trustee Names and Addresses
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     of Bondholders                                                                       56
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     Section 7.02   Preservation of Information; Communications to Bondholders . . . .    56
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     Section 7.03   Reports of Issuer. . . . . . . . . . . . . . . . . . . . . . . . .    56
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     Section 7.04   Reports by Indenture Trustee . . . . . . . . . . . . . . . . . . .    57
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     Section 7.05   Statements to Bondholders. . . . . . . . . . . . . . . . . . . . .    57
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ARTICLE VIII

Accounts, Disbursements and Releases
     Section 8.01   Collection of Money. . . . . . . . . . . . . . . . . . . . . . . .    60
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     Section 8.02   Trust Accounts . . . . . . . . . . . . . . . . . . . . . . . . . .    60
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     Section 8.03   Officer's Certificate. . . . . . . . . . . . . . . . . . . . . . .    60
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     Section 8.04   Termination Upon Distribution to Bondholders . . . . . . . . . . .    61
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     Section 8.05   Release of Trust Estate. . . . . . . . . . . . . . . . . . . . . .    61
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     Section 8.06   Surrender of Bonds Upon Final Payment. . . . . . . . . . . . . . .    61
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     Section 8.07   Optional Redemption of the Bonds . . . . . . . . . . . . . . . . .    61
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                                       iii
<PAGE>
ARTICLE IX

Supplemental Indentures
     Section 9.01   Supplemental Indentures Without Consent of Bondholders . . . . . .    63
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     Section 9.02   Supplemental Indentures With Consent of Bondholders. . . . . . . .    64
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     Section 9.03   Execution of Supplemental Indentures . . . . . . . . . . . . . . .    66
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     Section 9.04   Effect of Supplemental Indenture . . . . . . . . . . . . . . . . .    66
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     Section 9.05   Conformity with Trust Indenture Act. . . . . . . . . . . . . . . .    66
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     Section 9.06   Reference in Bonds to Supplemental Indentures. . . . . . . . . . .    66
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ARTICLE X

Miscellaneous
Compliance Certificates and Opinions, etc. . . . . . . . . . . . . . . . . . . . . . .    67
     Section 10.02   Form of Documents Delivered to Indenture Trustee. . . . . . . . .    68
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     Section 10.03   Acts of Bondholders . . . . . . . . . . . . . . . . . . . . . . .    69
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     Section 10.04   Notices etc., to Indenture Trustee, Issuer, Bond Insurer, Seller
                    ------------------------------------------------------------------
     and Rating Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    69
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     Section 10.05   Notices to Bondholders; Waiver. . . . . . . . . . . . . . . . . .    70
                    ------------------------------------------------------------------
     Section 10.06   Conflict with Trust Indenture Act . . . . . . . . . . . . . . . .    71
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     Section 10.07   Effect of Headings. . . . . . . . . . . . . . . . . . . . . . . .    71
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     Section 10.09   Separability. . . . . . . . . . . . . . . . . . . . . . . . . . .    71
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     Section 10.10   Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . .    71
                    ------------------------------------------------------------------
     Section 10.11   Legal Holidays. . . . . . . . . . . . . . . . . . . . . . . . . .    71
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     Section 10.12   GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . .    72
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     Section 10.13   Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . .    72
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     Section 10.14   Recording of Indenture. . . . . . . . . . . . . . . . . . . . . .    72
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     Section 10.15   Issuer Obligation . . . . . . . . . . . . . . . . . . . . . . . .    72
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     Section 10.16   No Petition . . . . . . . . . . . . . . . . . . . . . . . . . . .    72
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     Section 10.17   Inspection. . . . . . . . . . . . . . . . . . . . . . . . . . . .    72
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</TABLE>

               EXHIBITS

     Exhibit A-1  -    Form of Class [_-A-[_] Bonds
     Exhibit A-2  -    Form of Class [_]-M-[_] Bonds
     Exhibit A-3  -    Form of Class 3-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 Bond Insurance Policy
     Exhibit H- 1 -    Form of Demand Note
     Exhibit H-2  -    Form of Demand Request
     Appendix A   -    Definitions


                                       iv
<PAGE>
          This  Indenture,  dated  as  of  September  29,  2004, is entered into
between  Impac  CMB  Trust  Series 2004-8, 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  2004-8  (the  "Bonds")  .

                                 GRANTING CLAUSE

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

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

          The  Indenture  Trustee,  as  trustee  on behalf of the Holders of the
Bonds,  and  the  Bond  Insurer acknowledges such Grant, accepts the trust under
this  Indenture  in  accordance with the provisions hereof and agrees to perform
its duties as Indenture Trustee as required herein. The Indenture Trustee agrees
that  it  will hold the Bond Insurance Policy in trust and that it will hold any
proceeds of any claim made upon the Bond Insurance Policy solely for the use and
benefit  of  the  Holders of the Class 1-A, Class 2-A-1 and Class 2-A-2 Bonds in
accordance  with  the  terms  hereof and the terms of the Bond Insurance Policy.


<PAGE>
                                    ARTICLE I

                                   Definitions

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

     Section  1.02     Incorporation  by  Reference  of  Trust  Indenture  Act.
                       -------------------------------------------------------
Whenever  this  Indenture  refers to a provision of the Trust Indenture Act (the
"TIA"),  the  provision  is incorporated by reference in and made a part of this
Indenture.  The  following  TIA  terms used in this Indenture have the following
meanings:

          "Commission"  means  the  Securities  and  Exchange  Commission.

          "indenture  securities"  means  the  Bonds.

          "indenture  security  holder"  means  a  Bondholder.

          "indenture  to  be  qualified"  means  this  Indenture.

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

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

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

     Section  1.03     Rules  of  Construction.  Unless  the  context  otherwise
                       -----------------------
requires:

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

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

               (iii)   "or"  is  not  exclusive;

               (iv)    "including"  means  including  without  limitation;


                                        2
<PAGE>
               (v)     words in the singular include the plural and words in the
     plural  include  the  singular;  and

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


                                        3
<PAGE>
                                   ARTICLE II

                           Original Issuance of Bonds

     Section  2.01     Form.  The Class A, Class M and Class 3-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, Class 2-A-1, Class 2-A-2, Class 3-A, Class 3-M-1, Class 3-M-2 and
Class  3-B  Bonds for original issue in an aggregate initial principal amount of
$1,600,270,000.  The  Class  1-A  Bonds  shall be issued in an aggregate initial
principal  amount  of $635,985,000,  the Class 2-A-1 Bonds shall be issued in an
aggregate  initial principal amount of $745,195,000, the Class 2-A-2 Bonds shall
be  issued  in  an aggregate initial principal amount of $121,312,000, the Class
3-A  Bonds  shall  be  issued  in  an  aggregate  initial  principal  amount  of
$62,659,000, Class 3-M-1 Bonds shall be issued in an aggregate initial principal
amount  of  $6,316,000,  the  Class  3-M-2 Bonds shall be issued in an aggregate
initial  principal  amount of $9,601,000 and the Class 3-B Bonds shall be issued
in  an  aggregate  initial  principal  amount  of  $19,202,000.

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

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


                                        4
<PAGE>
     Section  2.03     Acceptance  of  Mortgage  Loans by Indenture Trustee. 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 and the Bond Insurer. No later than 45
days  after  the  Closing  Date  (or,  with  respect  to any Eligible Substitute
Mortgage  Loan, within 5 days after the receipt by the Indenture Trustee thereof
and,  with  respect  to  any documents received beyond 45 days after the Closing
Date, promptly thereafter), the Indenture Trustee agrees, for the benefit of the
Bondholders  and  the Bond Insurer, to review each Mortgage File delivered to it
and  to  execute  and  deliver,  or  cause  to be executed and delivered, to the
Seller, the Bond Insurer and the Master Servicer an Initial Certification in the
form  annexed  hereto  as  Exhibit  C.  In conducting such review, the Indenture
Trustee  will  ascertain  whether  all  required  documents described in Section
2.1(b)  of  (i)  the  Mortgage  Loan  Purchase  Agreement have been executed and
received  and  whether  those  documents  relate, determined on the basis of the
Mortgagor  name,  original  principal  balance  and loan number, to the Mortgage
Loans  it  has  received,  as  identified  in  Exhibit  B  to this Indenture, as
supplemented  (provided, however, that with respect to those documents described
in subclause (b)(vii) of such section, the Indenture Trustee's obligations shall
extend  only  to  documents  actually  delivered pursuant to such subclause). In
performing  any  such review, the Indenture Trustee may conclusively rely on the
purported  due  execution  and  genuineness  of  any  such  document  and on the
purported  genuineness  of any signature thereon. If the Indenture Trustee finds
any document constituting part of the Mortgage File not to have been executed or
received,  or  to  be unrelated to the Mortgage Loans identified in Exhibit B to
this  Indenture  or to appear to be defective on its face, the Indenture Trustee
shall  promptly  notify  the Seller and the Bond Insurer of such finding and the
Seller's  obligation  to  cure  such  defect or repurchase or substitute for the
related  Mortgage  Loan.  To the extent the Indenture Trustee has not received a
Mortgage File with respect to any of the Mortgage Loans by the Closing Date, the
Indenture Trustee shall not require the deposit of cash into the Payment Account
or  any other account to cover the amount of that Mortgage Loan and shall solely
treat  such  Mortgage  Loan  as  if  it  were  in  breach of a representation or
warranty;  provided that the aggregate Stated Principal Balance of such Mortgage
Loans  does  not  exceed  1%  of  the  Cut-off  Date  Balance.

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


                                        5
<PAGE>
     (c)     Upon  deposit  of  the Repurchase Price in the Payment Account, the
Indenture  Trustee  shall  release  to  the Seller the related Mortgage File and
shall  execute  and  deliver  all instruments of transfer or assignment, without
recourse,  furnished  to it by the Seller as are necessary to vest in the Seller
title  to  and  rights  under  the related Mortgage Loan. Such purchase shall be
deemed to have occurred on the date on which certification of the deposit of the
Repurchase  Price  in the Payment Account was received by the Indenture Trustee.
The  Indenture  Trustee  shall  amend  the  applicable Mortgage Loan Schedule to
reflect  such repurchase and shall promptly notify the Master Servicer, the Bond
Insurer  and  the  Rating  Agencies  of  such  amendment.

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

     Section  2.05     Demand  Note;  Acceptance  of  Demand  Note  by Indenture
                       ---------------------------------------------------------
Trustee.  (a)  On  the Closing Date, the Seller shall issue a Demand Note to the
-------
Indenture  Trustee  in  the  form attached hereto as Exhibit H-1. On the Payment
Date in October 2005, a demand for payment in an amount equal to the Demand Note
Amount  shall  be  made  by  the Indenture Trustee or its assignee pursuant to a
Demand  Request substantially in the form of attached hereto as Exhibit H-2. The
Demand  Note  will  terminate  and cease to be of further force or effect on the
first  Payment  Date  upon which the Overcollateralization Deficit is reduced to
zero.  Interest shall accrue on the Demand Note Amount due under the Demand Note
from  the  date  of demand until the date payment is made (payable on demand and
computed  on  the basis of a 360-day year for the actual number of days elapsed)
at the rate for overnight funds as published in N.Y. Federal Reserve Statistical
Release  H.15  (519).

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

     (c)     The Seller and all sureties, endorsers and guarantors of the Demand
Note  waive  demand,  presentment  for  payment,  notice of nonpayment, protest,
notice  of  dishonor  and  protest, notice of intention to accelerate, notice of
acceleration  and all other notices, filing of suit and such security or release
of  any  party  primarily or secondarily liable hereon and further agree that it
will  not  be  necessary  for any holder of the Demand Note, in order to enforce
payment  of  the  Demand  Note  by  it,  to  first institute suit or exhaust its
remedies  against  the  Seller  or  others  liable hereunder, and consent to any
extension  or  postponement  of  time of payment of the Demand Note or any other
indulgence  with  respect  hereto,  without  notice  thereof  to  any  of  them.

     (d)     The  Seller  hereby  irrevocably submits to the jurisdiction of the
United  States  District Court for the District of New York and any court in the
State  of  New  York located in the City of New York and County of New York, and
any  appellate court from any thereof, in any action, suit or proceeding brought
against  it  in  connection  with  the  Demand  Note  or  for the recognition or


                                        6
<PAGE>
enforcement  of  any  judgment,  and  the  undersigned  hereby  irrevocably  and
unconditionally  agrees  that  all  claims  in  respect  of  any  such action or
proceeding  may  be  heard or determined in such New York state court or, to the
extent  permitted  by law, in such federal court. The Seller agrees that a final
judgment  in  any such action, suit or proceeding shall be conclusive and may be
enforced  in  other jurisdictions by suit on the judgment or in any other manner
provided  by  law.  To  the  extent permitted by applicable law, the undersigned
hereby  waives  and  agrees  not  to  assert  by  way of motion, as a defense or
otherwise  in  any  such  suit,  action  or proceeding, any claim that it is not
personally  subject to the jurisdiction of such courts, that the suit, action or
proceeding  is  brought  in  an  inconvenient forum, that the venue of the suit,
action or proceeding is improper or that the Demand Note may not be litigated in
or  by  such  courts.

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

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

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

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


                                        7
<PAGE>
                                    ARTICLE 3

                                    Covenants

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

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

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

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

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

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


                                        8
<PAGE>
               (iii)     at any time during the continuance of any such default,
     upon  the  written  request  of the Indenture Trustee, forthwith pay to the
     Indenture  Trustee  all  sums  so  held  in  trust  by  such  Paying Agent;

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

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

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

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

     Subject to applicable laws with respect to escheat of funds, any money held
by  the  Indenture  Trustee  or any Paying Agent in trust for the payment of any
amount  due  with  respect  to  any Bond (other than amounts paid under the Bond
Insurance  Policy)  and  remaining  unclaimed for one year after such amount has
become  due  and  payable shall be discharged from such trust and be paid to the
Issuer  on  Issuer  Request; and the Holder of such Bond shall thereafter, as an
unsecured  general  creditor,  look  only to the Issuer for payment thereof (but
only  to  the extent of the amounts so paid to the Issuer), and all liability of
the  Indenture  Trustee  or  such  Paying Agent with respect to such trust money
shall  thereupon  cease;  provided,  however, that the Indenture Trustee or such
Paying  Agent,  before  being  required to make any such repayment, shall at the
expense and direction of the Issuer cause to be published once, in an Authorized
Newspaper  published  in  the  English  language, notice that such money remains
unclaimed  and that, after a date specified therein which shall not be less than
30  days  from the date of such publication, any unclaimed balance of such money
then  remaining  will  be  repaid to the Issuer. The Indenture Trustee, with the
written  consent of the Bond Insurer, so long as no Bond Insurer Default exists,
may also adopt and employ, at the expense and direction of the Issuer, any other
reasonable  means  of notification of such repayment (including, but not limited
to, mailing notice of such repayment to Holders whose Bonds have been called but
have not been surrendered for redemption or whose right to or interest in monies
due  and  payable  but  not  claimed  is  determinable  from  the records of the
Indenture Trustee or of any Paying Agent, at the last address of record for each
such  Holder).

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


                                        9
<PAGE>
United  States of America, in which case the Issuer will keep in full effect its
existence,  rights and franchises under the laws of such other jurisdiction) and
will  obtain  and preserve its qualification to do business in each jurisdiction
in which such qualification is or shall be necessary to protect the validity and
enforceability  of  this Indenture, the Bonds, the Mortgage Loans and each other
instrument  or  agreement  included  in  the  Trust  Estate.

     Section  3.05     Payment of Principal and Interest.   On each Payment Date
                       ---------------------------------
from  amounts  on deposit in the Payment Account in accordance with Section 8.02
hereof,  the  Indenture Trustee shall pay to the Persons specified below, to the
extent  provided  therein,  the  Available Funds and any Insured Amount for such
Payment Date; provided, however, that any amounts representing payments from the
Bond  Insurer  shall only be used to pay interest and principal to the Class 1-A
Bondholders  pursuant  to  clauses  (b),  (c)  and (s) below, to the Class 2-A-1
Bondholders  pursuant  to  clauses (f), (g) and (s) below and to the Class 2-A-2
Bondholders  pursuant  to  clauses  (j),  (k)  and  (s)  below.

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

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

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

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

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

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

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


                                       10
<PAGE>
               (iii)     to  the  Holders  of  the Class 1-A Bonds, in an amount
     equal to any related Overcollateralization Increase Amount, payable to such
     Holders  as  part of the related Principal Distribution Amount as described
     under  Section  3.05(c)  above;

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

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

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

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

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

               (vii)     to  the  Holders  of  the  Class 1-A Bonds, any related
     Basis  Risk  Shortfall  Carry-Forward Amount for such Bonds on such Payment
     Date,  to  the  extent  not  covered by the Group 1/2 Derivative Contracts;

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

               (ix)     any  remaining  amounts 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  1/2 Derivative Contracts and on each
Payment  Date, the Group 1/2 Net Derivative Contract Payment Amount with respect
to such Payment Date shall be distributed in the following order of priority, in
each  case  to  the  extent  of  amounts  available:

               (i)     to  the  Holders  of the Class 1-A, Class 2-A-1 and Class
          2-A-2  Bonds,  pro  rata,  based on the Bond Principal Balance of each
          such  Class  of  Bonds, any related Basis Risk Shortfall Carry-Forward
          Amount  for  such  Payment  Date;

               (ii)     on  or  after  the  Payment  Date  in  October 2005, any
          remaining  amounts,  up  to  a cumulative amount equal to $135,000,000
          (including any amounts payable from the Group 3 Derivative Contracts),
          shall  be  included in the Net Monthly Excess Cashflow for the Group 1
          Loans  and  Group  2  Loans,  pro  rata  based on the aggregate Stated
          Principal  Balance  of  the  Group  1  Loans  and  Group  2  Loans,
          respectively,  and  shall be used in Section 3.05(d) above and Section
          3.05(h)  below;


                                       11
<PAGE>
               (iii)     to  the Bond Insurer, the aggregate of all payments, if
          any,  made  by  the  Bond Insurer under the Bond Insurance Policy with
          respect  to  the  Group  1 Bonds and Group 2 Bonds, including interest
          thereon, and any other amounts due to the Bond Insurer pursuant to the
          Insurance  Agreement, to the extent not previously paid or reimbursed;
          and

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

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

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

     (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  and  the  related Insured Amount, if any, for that Payment
Date,  allocated  on  a  pro  rata  basis,  based on the Bond Principal Balances
thereof,  in  reduction  of  the Bond Principal Balances thereof, until the Bond
Principal  Balances  thereof  have  been  reduced  to  zero.

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

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

               (iii)     to  the  Holders  of the Group 2 Bonds, 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(g)  above;

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


                                       12
<PAGE>
               (v)     to  the  Holders  of  the  Group  1 Bonds and the Group 3
     Bonds,  any  Cross-Collateralized  Loss  Payments  as  provided  in Section
     3.05(n)  below,  payable  to  such holders of the Group 1 Bonds and Group 3
     Bonds  in  the  following  order  and  priority:

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

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

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

               (vii)     concurrenlty,  to  the Holders of the Class 2-A-1 Bonds
     and  Class  2-A-2  Bonds,  any  related  Basis Risk Shortfall Carry-Forward
     Amount  for  such  Bonds on such Payment Date, to the extent not covered by
     the  Group  1/2  Derivative  Contracts;

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

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

     (i)     [Reserved].

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

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

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

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


                                       13
<PAGE>
               (ii)     sequentially,  to  the  Holders  of the Class 3-A, Class
     3-M-1,  Class 3-M-2 and Class 3-B Bonds in an amount equal to the Allocated
     Realized  Loss  Amount  for  such  Bonds;

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

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

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

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

               (v)     sequentially,  to  the  Holders  of  the Class 3-A, Class
     3-M-1,  Class  3-M-2  and Class 3-B 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  3  Derivative  Contracts;

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

               (vii)     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.

     (m)     With  respect  to the Group 3 Derivative Contracts, on each Payment
Date,  the  Group  3 Net Derivative Contract Payment Amount with respect to such
Payment  Date will be allocated to the Group 3 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 3-A, Class
          3-M-1,  Class  3-M-2  and  Class 3-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  October 2005, any
          remaining  amounts,  up  to  a cumulative amount equal to $135,000,000
          (including  any  amounts  payable  from  the  Group  1/2  Derivative
          Contracts),  shall  be included in the Net Monthly Excess Cashflow for
          the  Group  3  Loans  and  shall  be  used  in  Section 3.05(l) above;

               (iii)     to  the Bond Insurer, the aggregate of all payments, if
          any,  made  by  the  Bond Insurer under the Bond Insurance Policy with
          respect  to  the  Group  1  Bonds  and


                                       14
<PAGE>
          Group  2  Bonds, including interest thereon, and any other amounts due
          to the Bond Insurer pursuant to the Insurance Agreement, to the extent
          not  previously  paid  or  reimbursed;  and

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

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

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

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

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

     (o)     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.

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

     (q)     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.

     (r)     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


                                       15
<PAGE>
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.

     (s)     The  principal of each Bond shall be due and payable in full on the
Final  Scheduled Payment Date for such Bond as provided in the forms of Bond set
forth in Exhibits A-1, A-2  and A-3 to this Indenture. All principal payments on
the  Bonds  shall be made to the Bondholders entitled thereto in accordance with
the Percentage Interests represented by such Bonds. Upon notice to the Indenture
Trustee  by  the  Issuer, the Indenture Trustee shall notify the Person in whose
name  a Bond is registered at the close of business on the Record Date preceding
the  Final  Scheduled  Payment  Date  or other final Payment Date (including any
final  Payment  Date  resulting  from  any  redemption  pursuant to Section 8.07
hereof).  Such  notice  shall  to the extent practicable be mailed no later than
five  Business  Days  prior  to such Final Scheduled Payment Date or other final
Payment  Date  and  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.

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

     Section  3.06     Protection of Trust Estate.  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


                                       16
<PAGE>
               (iv)     preserve  and  defend  title to the Trust Estate and the
     rights  of  the  Indenture Trustee, the Bond Insurer and the Bondholders in
     such  Trust  Estate  against  the  claims  of  all  persons  and  parties.

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

     The  Issuer  hereby  designates  the  Indenture  Trustee  its  agent  and
attorney-in-fact  to  sign  any  financing  statement, continuation statement or
other  instrument  required  to be signed 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.  On the Closing Date, the
                       ------------------------------
Issuer  shall  furnish  to the Indenture Trustee, the Bond Insurer and the Owner
Trustee  an  Opinion  of  Counsel  either  stating  that, in the opinion of such
counsel,  such action has been taken with respect to the recording and filing of
this  Indenture,  any  indentures  supplemental  hereto, and any other requisite
documents,  and  with  respect  to  the  execution  and  filing of any financing
statements  and  continuation  statements,  as are necessary to perfect and make
effective  the  lien  and first priority security interest in the Collateral and
reciting  the  details  of  such action, or stating that, in the opinion of such
counsel,  no  such  action  is  necessary  to  make such lien and first priority
security  interest  effective.

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

     Section  3.08     Performance  of Obligations.   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.


                                       17
<PAGE>
     (b)     The Issuer, with the consent of the Bond Insurer so long as no Bond
Insurer  Default  exists,  may  contract  with  other  Persons  to  assist it in
performing  its  duties under this Indenture, and any performance of such duties
by  a  Person identified to the Indenture Trustee in an Officer's Certificate of
the  Issuer  shall  be  deemed  to  be  action  taken  by  the  Issuer.

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

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

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

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

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

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

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


                                       18
<PAGE>
     Loan  Purchase Agreement or in any Basic Document, if any such action would
     materially  and  adversely  affect  the interests of the Bondholders or the
     Bond  Insurer.

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

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

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

     Section  3.11     [Reserved].
                       ----------

     Section  3.12     Representations  and  Warranties  Concerning the Mortgage
                       ---------------------------------------------------------
Loans.  The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit
-----
of  the  representations  and warranties made by the Seller in the Mortgage Loan
Purchase  Agreement  concerning  the  Seller  and the 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,  the  Indenture Trustee shall promptly
notify  the  Seller  and  the  Bond  Insurer  of  such  finding and the Seller's
obligation  to  cure  such  defect  or  repurchase or substitute for the related
Mortgage  Loan.

     Section  3.13     Amendments  to  Servicing Agreement. The Issuer covenants
                       -----------------------------------
with  the Indenture Trustee and the Bond Insurer that it will not enter into any
amendment  or  supplement  to  the Servicing Agreement without the prior written
consent of the Indenture Trustee and, so long as no Bond Insurer Default exists,
the  Bond  Insurer.

     Section  3.14     Master  Servicer  as  Agent  and  Bailee of the Indenture
                       ---------------------------------------------------------
Trustee.  Solely  for  purposes of perfection under Section 9-305 of the Uniform
-------
Commercial Code or other similar applicable law, rule or regulation of the state
in  which  such  property  is  held  by  the Master Servicer, the Issuer and the
Indenture  Trustee  hereby  acknowledge  that  the  Master Servicer is acting as
bailee  of the Indenture Trustee in holding amounts on deposit in the Collection
Account,  as well as its bailee in holding any Related Documents released to the
Master  Servicer,  and  any  other items constituting a part of the Trust Estate
which  from  time to time come into the possession of the Master Servicer. It is
intended  that,  by the Master Servicer's acceptance of such bailee arrangement,
the  Indenture Trustee, as a secured party of the Mortgage Loans, will be deemed
to  have  possession of such Related Documents, such monies and such other items
for  purposes  of  Section  9-305 of the Uniform Commercial Code of the state in
which  such  property  is  held  by  the  Master  Servicer.  The


                                       19
<PAGE>
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.   The  Issuer  shall  not
                       ------------------------------
consolidate  or  merge  with  or  into  any  other  Person,  unless:

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

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

               (iii)     the  Rating Agencies shall have notified the Issuer and
     the  Bond  Insurer  that such transaction shall not cause the rating of the
     Bonds  (with  respect  to the Class 1-A, Class 2-A-1 and Class 2-A-2 Bonds,
     without  regard  to  the Bond Insurance Policy) to be reduced, suspended or
     withdrawn  or  to  be  considered  by  either  Rating  Agency  to  be below
     investment  grade;

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

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


                                       20
<PAGE>
               (vi)     the Issuer shall have delivered to the Indenture Trustee
     and  the  Bond  Insurer  an Officer's Certificate and an Opinion of Counsel
     each  stating  that  such  consolidation  or  merger  and such supplemental
     indenture  comply  with  this Article III and that all conditions precedent
     herein provided for or relating to such transaction have been complied with
     (including  any  filing  required  by  the  Exchange  Act),  and  that such
     supplemental  indenture  is  enforceable;  and

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

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

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

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

               (iii)     the  Rating Agencies shall have notified the Issuer and
     the  Bond  Insurer  that such transaction shall not cause the rating of the
     Bonds  (with  respect  to  the Class 1-A, Class 2-A-1 and Class 2-A-2 Bonds
     without  regard  to  the Bond Insurance Policy) to be reduced, suspended or
     withdrawn;

               (iv)     the  Issuer  and the Bond Insurer shall have received an
     Opinion  of  Counsel  (and  shall  have  delivered  a  copy  thereof to the
     Indenture  Trustee) to the effect that such transaction will not (A) result
     in  a  "substantial  modification"  of  the Bonds under Treasury Regulation
     section  1.1001-3,  or  adversely  affect  the  status  of  the  Bonds  as
     indebtedness  for  federal  income  tax  purposes,  or  (B)  if 100% of the
     Certificates  are  not


                                       21
<PAGE>
     owned by IMH Assets Corp., cause the Trust to be subject to an entity level
     tax  for  federal  income  tax  purposes;

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

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

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

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

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

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

     Section  3.19     No  Borrowing. The Issuer shall not issue, incur, assume,
                       -------------
guarantee  or  otherwise  become  liable,  directly  or  indirectly,  for  any
indebtedness except for the Bonds and amounts due to the Bond Insurer under this
Indenture  and  the  Insurance  Agreement.

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


                                       22
<PAGE>
     Section  3.21     Capital  Expenditures.  The  Issuer  shall  not  make any
                       ---------------------
expenditure  (by  long-term  or operating lease or otherwise) for capital assets
(either  realty  or  personalty).

     Section  3.22     Determination  of  Bond  Interest  Rate. On each Interest
                       ---------------------------------------
Determination Date the Indenture Trustee shall determine One-Month LIBOR and the
related  Bond  Interest  Rate  for each Class of Bonds for the following Accrual
Period  and  shall inform the Issuer, the Bond Insurer, the Master Servicer, and
the  Depositor  at  their  respective  facsimile  numbers given to the Indenture
Trustee  in  writing  thereof.  The  establishment  of  One-Month  LIBOR on each
Interest Determination Date by the Indenture Trustee and the Indenture Trustee's
calculation  of  the  rate of interest applicable to each Class of Bonds for the
related  Accrual  Period  shall  (in the absence of manifest error) be final and
binding.

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

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

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

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

     Section  3.27     [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  and  the  Bond  Insurer  that:


                                       23
<PAGE>
          (i)     This  Indenture  creates  a  valid  and  continuing  security
interest  (as  defined  in the applicable UCC) in the Collateral in favor of the
Indenture  Trustee,  as  trustee for the Bondholders and the Bond Insurer, which
security  interest  is  prior  to all other liens, and is enforceable as such as
against  creditors  of  and  purchasers  from  the  Issuer.

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

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

          (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 and the Bond Insurer
that:

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

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

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

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

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


                                       24
<PAGE>
     (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     Payments  Under the Bond Insurance Policy.   (1) By 12:00
                       -----------------------------------------
noon  (New  York Time) on the later of (i) the second Business Day following the
Business Day on which the Bond Insurer shall have received Notice (as defined in
the  Bond  Insurance  Policy)  that a Deficiency Amount is due in respect of the
Insured  Bonds  and (ii) the Payment Date on which the related Deficiency Amount
is  payable  to  the  Bondholders and (2)  at such time as the Indenture Trustee
shall  deliver  an  acceleration  notice  to the Bondholders pursuant to Section
5.02,  the  Indenture  Trustee on behalf of the Class 1-A, Class 2-A-1 and Class
2-A-2  Bondholders, shall make a draw on the Bond Insurance Policy in an amount,
if  any,  equal  to  the  Deficiency  Amount.

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

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

     Section 3.30     Replacement Bond Insurance Policy.  In the event of a Bond
                      ---------------------------------
Insurer  Default  (a  "Replacement  Event"),  the  Issuer,  at  its  expense, in
accordance  with  and  upon satisfaction of the conditions set forth in the Bond
Insurance  Policy, including, without limitation, payment in full of all amounts
owed  to  the  Bond Insurer, may, but shall not be required to, substitute a new
surety  bond  or  surety  bonds  for  the  existing Bond Insurance Policy or may
arrange  for  any  other  form of credit enhancement; provided, however, that in
each  case  after  giving  effect  to  such  substitute  or other form of credit
enhancement  the  Class  1-A,  Class 2-A-1, Class 2-A-2, Class 3-A, Class 3-M-1,
Class 3-M-2 and Class 3-B Bonds shall be rated no lower than the rating assigned
by  each  Rating  Agency  to the Class 1-A, Class 2-A-1, Class 2-A-2, Class 3-A,
Class  3-M-1,  Class  3-M-2  and  Class  3-B  Bonds,


                                       25
<PAGE>
respectively,  immediately  prior  to  such Replacement Event and the timing and
mechanism  for  drawing  on  such  new  credit  enhancement  shall be reasonably
acceptable to the Indenture Trustee and provided further that the premiums under
the  proposed  credit  enhancement  shall  not  exceed  such  premiums under the
existing  Bond  Insurance Policy. It shall be a condition to substitution of any
new  credit  enhancement that there be delivered to the Indenture Trustee (i) an
Opinion  of  Counsel, acceptable in form to the Indenture Trustee and the Rating
Agencies,  from  counsel  to  the  provider  of such new credit enhancement with
respect  to  the  enforceability thereof and such other matters as the Indenture
Trustee  and  the  Rating Agencies may require and (ii) an Opinion of Counsel to
the  effect  that  such  substitution  would  not  (a)  result in a "substantial
modification"  of  the  Bonds  under  Treasury  Regulation  section 1.1001-3, or
adversely  affect the status of the Bonds as indebtedness for federal income tax
purposes,  or (b) if 100% of the Certificates are not owned by IMH Assets Corp.,
cause  the  Trust  to  be  subject to an entity level tax for federal income tax
purposes. Upon receipt of the items referred to above and payment of all amounts
owing  to  the  Bond  Insurer  and  the taking of physical possession of the new
credit  enhancement,  the  Indenture  Trustee  shall,  within five Business Days
following  receipt of such items and such taking of physical possession, deliver
the replaced Bond Insurance Policy to the Bond Insurer. In the event of any such
replacement the Issuer shall give written notice thereof to the Rating Agencies.

     Section  3.31     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  and  the  Bond  Insurer.  It shall be a
condition  to  substitution  of  any  new  derivative  contracts  that  there be
delivered to the Indenture Trustee and the Bond Insurer an Opinion of Counsel to
the  effect  that  such  substitution  would  not  (a)  result in a "substantial
modification"  of  the  Bonds  under  Treasury  Regulation  section 1.1001-3, or
adversely  affect the status of the Bonds as indebtedness for federal income tax
purposes,  or (b) if 100% of the Certificates are not owned by IMH Assets Corp.,
cause  the  Trust  to  be  subject to an entity level tax for federal income tax
purposes.

     Section  3.32     [Reserved].
                       ----------

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

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


                                       26
<PAGE>
Realized  Losses  on  the  Group 2 Loans, the Bond Principal Balances of the (1)
Class  2-A-2  Bonds and Class 2-A-1 Bonds, sequentially, shall be reduced to the
extent  that  the  Bond  Insurer  has  not made required payments under the Bond
Insurance Policy, in each case until the Bond Principal Balance thereof has been
reduced  to  zero. On each Payment Date following the application of all amounts
distributable on such date, to the extent the aggregate Stated Principal Balance
of  the  Group 3 Loans is less than the aggregate Bond Principal Balances of the
Group  3  Bonds  due to Realized Losses on the Group 3 Loans, the Bond Principal
Balances  of  the  of  the Class 3-B, Class 3-M-2 and Class 3-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.


                                       27
<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.


                                       28
<PAGE>
     Subject  to  the  foregoing, at the option of the Bondholders, Bonds may be
exchanged for other Bonds of like tenor and in authorized initial Bond Principal
Balances  evidencing  the  same  Class  and  aggregate Percentage Interests upon
surrender of the Bonds to be exchanged at the Corporate Trust Office of the Bond
Registrar.  Whenever any Bonds are so surrendered for exchange, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver the Bonds which
the  Bondholder  making the exchange is entitled to receive. Each Bond presented
or surrendered for registration of transfer or exchange shall (if so required by
the  Bond  Registrar)  be  duly  endorsed  by,  or  be  accompanied by a written
instrument  of  transfer  in  form reasonably satisfactory to the Bond Registrar
duly  executed  by the Holder thereof or his attorney duly authorized in writing
with  such signature guaranteed by a commercial bank or trust company located or
having a correspondent located in the city of New York. Bonds delivered upon any
such  transfer  or  exchange  will  evidence  the  same obligations, and will be
entitled  to  the  same  rights  and  privileges,  as  the  Bonds  surrendered.

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

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

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


                                       29
<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  Bond Insurer, the
Indenture  Trustee,  the  Paying  Agent  and  any  agent of the Issuer, the Bond
Insurer  or the Indenture Trustee may treat the Person in whose name any Bond is
registered  (as  of  the day of determination) as the owner of such Bond for the
purpose of receiving payments of principal of and interest, if any, on such Bond
and  for all other purposes whatsoever, whether or not such Bond be overdue, and
neither  the  Issuer,  the Bond Insurer, the Indenture Trustee, the Paying Agent
nor  any agent of the Issuer, the Bond Insurer or the Indenture Trustee shall be
affected  by  notice  to  the  contrary.

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

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


                                       30
<PAGE>
               (i)     the  provisions  of  this  Section  4.06 shall be in full
     force  and  effect;

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

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

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

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

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

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


                                       31
<PAGE>
protected  in  relying  on,  such  instructions. Upon the issuance of Definitive
Bonds, the Indenture Trustee shall recognize the Holders of the Definitive Bonds
as  Bondholders.

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

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

          (A)     either

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

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

               a.   have  become  due  and  payable,

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

               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


                                       32
<PAGE>
United  States  of America (which will mature prior to the date such amounts are
payable),  in  trust  for  such  purpose,  in  an  amount  sufficient to pay and
discharge the entire indebtedness on such Bonds then outstanding not theretofore
delivered  to  the  Indenture  Trustee  for  cancellation  when due on the Final
Scheduled  Payment  Date  or  other  final Payment Date and has delivered to the
Indenture  Trustee  and the Bond Insurer a verification report from a nationally
recognized  accounting  firm  certifying  that  the  amounts  deposited with the
Indenture Trustee are sufficient to pay and discharge the entire indebtedness of
such Bonds, or, in the case of c. above, the Issuer shall have complied with all
requirements  of  Section  8.07  hereof,

          (B)     the  Issuer  has  paid  or  caused  to  be paid all other sums
     payable  hereunder  and  under  the  Insurance  Agreement  by the Issuer as
     evidenced  by  the  written  consent  of  the  Bond  Insurer;  and

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

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

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

     The  Indenture  Trustee  shall,  so  long  as  it  is  indemnified  to  its
satisfaction,  cooperate  in all respects with any reasonable written request by
the  Bond  Insurer (unless a Bond Insurer Default exists) for action to preserve
or  enforce  the  Bond  Insurer's rights or interest under this Indenture or the
Insurance  Agreement,  consistent  with  this Indenture and without limiting the
rights  of  the  Bondholders as otherwise set forth in the Indenture, including,
without  limitation,  upon the occurrence and continuance of a default under the
Insurance Agreement, a request to take any one or more of the following actions:


                                       33
<PAGE>
               (i)     institute  Proceedings  for the collection of all amounts
     then  payable on the Class 1-A, Class 2-A-1 and Class 2-A-2 Bonds, or under
     this  Indenture  in  respect  of the Class 1-A, Class 2-A-1 and Class 2-A-2
     Bonds  and  all  amounts payable under the Insurance Agreement, enforce any
     judgment  obtained  and  collect  from  the  Issuer  monies  adjudged  due;

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

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

               (iv)     exercise  any  remedies of a secured party under the UCC
     and take any other appropriate action to protect and enforce the rights and
     remedies  of  the  Bond  Insurer  hereunder;

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

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

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

     Section 4.14     Temporary Bonds. Pending the preparation of any Definitive
                      ---------------
Bonds,  the  Issuer  may  execute  and upon its written direction, the Indenture
Trustee  may  authenticate and make available for delivery, temporary Bonds that
are  printed,  lithographed,  typewritten, photocopied or otherwise produced, in
any  denomination, substantially of the tenor of the Definitive Bonds in lieu of
which  they  are  issued  and  with  such  appropriate  insertions,  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


                                       34
<PAGE>
Indenture  Trustee's agent located at DTC Transfer Services, located at 55 Water
Street,  Jeanette Park Entrance, New York, New York 10041, without charge to the
Holder.  Upon surrender for cancellation of any one or more temporary Bonds, the
Issuer  shall  execute  and  the  Indenture  Trustee shall authenticate and make
available  for  delivery,  in  exchange therefor, Definitive Bonds of authorized
denominations  and of like tenor, class and aggregate principal amount. Until so
exchanged,  such  temporary  Bonds shall in all respects be entitled to the same
benefits  under  this  Indenture  as  Definitive  Bonds.

     Section  4.15     Representation  Regarding  ERISA.  By acquiring a Bond or
                       --------------------------------
interest  therein,  each  Holder  of  such  Bond or Beneficial Owner of any such
interest  will  be  deemed  to represent that either (1) it is not acquiring the
Bond  with  Plan Assets or (2) (A) the acquisition, holding and transfer of such
Bond  will not give rise to a nonexempt prohibited transaction under Section 406
of  ERISA or Section 4975 of the Code as a result of the Issuer, the Seller, the
Depositor, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master
Servicer,  any  Subservicer, any other servicer, any administrator, any provider
of  credit support, including the Derivative Contract Counterparty, any owner of
the Certificates, or any of their Affiliates being a "Party in Interest" (within
the  meaning  of  ERISA) or Disqualified Person (within the meaning of the Code)
with respect to such Holder or Beneficial Owner that is a Plan and (B) the Bonds
are rated investment grade or better and such person believes that the Bonds are
properly  treated  as  indebtedness  without  substantial  equity  features  for
purposes  of  the  Department of Labor regulation 29 C.F.R. Sec. 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.


                                       35
<PAGE>
                                    ARTICLE V

                              Default and Remedies

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

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

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

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

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

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

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

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


                                       36
<PAGE>
               (ii)     all  Events of Default, other than the nonpayment of the
          principal  of  the  Bonds  that  has  become  due  solely  by  such
          acceleration,  have  been cured or waived as provided in Section 5.12.

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

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

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

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

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

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


                                       37
<PAGE>
whether  the  principal  of  any  Bonds shall then be due and payable as therein
expressed  or  by  declaration  or  otherwise  and  irrespective  of whether the
Indenture  Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such Proceedings or
otherwise:

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

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

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

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

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

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

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


                                       38
<PAGE>
and  compensation  of  the Indenture Trustee, each predecessor Indenture Trustee
and  their  respective agents and attorneys, shall be for the ratable benefit of
the  Holders  of  the  Bonds,  subject  to  Section  5.05  hereof.

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

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

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

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

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

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

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


                                       39
<PAGE>
     (b)     If  the  Indenture  Trustee  collects  any  money  or property with
respect  to  the  Group  1 Loans or Group 2 Loans pursuant to this Article V, it
shall  pay out the money or property in the following order;  provided, however,
that  any amounts representing payments from the Bond Insurer shall only be used
to  pay  interest  and  principal  to the Class 1-A, Class 2-A-1 and Class 2-A-2
Bondholders  pursuant  to  clauses  FOURTH  and  FIFTH  below:

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

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

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

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

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

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

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

          EIGHTH:  to  the  Bondholders  for amounts due and unpaid on the Bonds
     with respect to any related Unpaid Interest Shortfalls, first, to the Class
     1-A,  Class  2-A-1,  Class  2-A-2  and Class 3-A Bondholders, concurrently,
     second,  to  the  Class  3-M-1  Bondholders,  third,  to  the  Class  3-M-2
     Bondholders,  and  fourth  to  the  Class 3-B Bondholders, according to the
     amounts  due  and  payable  on the Bonds with respect thereto, from amounts
     available  in  the  Trust  Estate  for  the  Bondholders;

          NINTH:  to  the  Bondholders  for  amounts due and unpaid on the Bonds
     with  respect  to  any  related Basis Risk Shortfall Carry-Forward Amounts,
     first,  to  the  Class  1-A,  Class  2-A-1,  Class  2-A-2  and  Class  3-A
     Bondholders,  concurrently,  second, to the Class 3-M-1 Bondholders, third,
     to  the  Class  3-M-2  Bondholders,  and  fourth  to  the  Class  3-B

                                       40
<PAGE>
     Bondholders,  according  to  the  amounts due and payable on the Bonds with
     respect  thereto,  from  amounts  available  in  the  Trust  Estate for the
     Bondholders;

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

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

     (c)     If  the  Indenture  Trustee  collects  any  money  or property with
respect  to  the  Group 3 Loans pursuant to this Article V, it shall pay out the
money  or  property  in  the  following  order:

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

          SECOND:  to  the  Bondholders  for amounts due and unpaid on the Bonds
     (other  than  Unpaid  Interest Shortfalls and Group 3 Net WAC Cap Shortfall
     Carry-Forward  Amounts) with respect to interest, first, to the Class 3-A-1
     Bondholders,  second,  to  the  Class 3-M-1 Bondholders, third to the Class
     3-M-2  Bondholders,  and  fourth to the Class 3-B Bondholders, according to
     the  amounts  due  and  payable  on  the  Bonds  for  interest;

          THIRD:  to Group 3 Bondholders for amounts due and unpaid on the Group
     3  Bonds with respect to principal, and to each Group 3 Bondholder ratably,
     without  preference  or  priority of any kind, according to the amounts due
     and  payable  on such Bonds for principal, until the Bond Principal Balance
     of  each  such  Class  is  reduced  to  zero;

          FOURTH:  to  the  Bondholders  for amounts due and unpaid on the Bonds
     with  respect  to  any  related Basis Risk Shortfall Carry-Forward Amounts,
     first,  to  the  Class  3-A  Bondholders,  second,  to  the  Class  3-M-1
     Bondholders,  third,  to  the  Class  3-M-2 Bondholders, and fourth, to the
     Class  3-B  Bondholders,  according  to  the amounts due and payable on the
     Bonds  with respect thereto, from amounts available in the Trust Estate for
     the  Bondholders;

          FIFTH: to the Bondholders for amounts due and unpaid on the Bonds with
     respect to any related Unpaid Interest Shortfall, first, to the Class 3-A-1
     Bondholders,  second,  to  the Class 3-M-1 Bondholders, third, to the Class
     3-M-2  Bondholders,  and fourth, to the Class 3-B Bondholders, according to
     the amounts due and payable on the Bonds with respect thereto, from amounts
     available  in  the  Trust  Estate  for  the  Bondholders;  and

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

     The  Indenture  Trustee  may  fix  a  record  date and Payment Date for any
payment  to  Bondholders  pursuant  to  this  Section  5.04. With respect to any
acceleration  at the direction of the Bond Insurer, the first Payment Date after
the  acceleration  shall  be  the  first Payment Date after the acceleration. At
least  15 days before such record date, the Indenture Trustee shall mail to each
Bondholder a notice that states the record date, the Payment Date and the amount
to  be  paid.


                                       41
<PAGE>
     Section  5.05     Optional  Preservation  of the Trust Estate. If the Bonds
                       -------------------------------------------
have  been  declared to be due and payable under Section 5.02 following an Event
of Default and such declaration and its consequences have not been rescinded and
annulled,  the  Indenture  Trustee  may  ,  with the consent of the Bond Insurer
(which  consent  shall  not  be  required if a Bond Insurer Default exists), and
shall,  at  the direction of the Bond Insurer so long as no Bond Insurer Default
exists,  elect  to  take  and maintain possession of the Trust Estate. It is the
desire  of  the  parties  hereto  and the Bondholders that there be at all times
sufficient  funds  for the payment of principal of and interest on the Bonds and
other  obligations  of  the  Issuer the Bond Insurer, and the Indenture Trustee,
unless  directed  otherwise  by  the  Bond  Insurer, shall take such desire into
account  when  determining whether or not to take and maintain possession of the
Trust  Estate.  In  determining  whether  to take and maintain possession of the
Trust  Estate,  the Indenture Trustee may, but need not, obtain and rely upon an
opinion  of  an  Independent  investment  banking or accounting firm of national
reputation  as  to  the  feasibility  of  such  proposed  action  and  as to the
sufficiency  of  the  Trust  Estate  for  such  purpose.

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

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

               (ii)     the  Holders  of not less than 25% of the aggregate Bond
     Principal  Balances  of  the  Bonds  have  made  a  written  request to the
     Indenture  Trustee to institute such Proceeding in respect of such Event of
     Default  in  its  own  name  as  Indenture  Trustee  hereunder;

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

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

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

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

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


                                       42
<PAGE>
     Subject  to  the  last  paragraph  of Section 5.11 herein, in the event the
Indenture  Trustee  shall  receive  conflicting  or  inconsistent  requests  and
indemnity  from  two  or more groups of Holders of Bonds, each representing less
than  a  majority  of  the  Bond  Principal Balances of the Bonds, the Indenture
Trustee  in  its  sole  discretion  may  determine what action, if any, shall be
taken,  notwithstanding  any  other  provisions  of  this  Indenture.

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

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

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

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

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


                                       43
<PAGE>
               (i)     such  direction shall not be in conflict with any rule of
     law  or  with  this  Indenture;

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

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

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

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

     Section  5.12     Waiver  of Past Defaults. Prior to the declaration of the
                       ------------------------
acceleration  of  the  maturity of the Bonds as provided in Section 5.02 hereof,
the Holders of Bonds representing not less than a majority of the aggregate Bond
Principal  Balance  of  the  Bonds  may  waive any past Event of Default and its
consequences except an Event of Default (a) with respect to payment of principal
of  or  interest  on any of the Bonds, (b) in respect of a covenant or provision
hereof  which cannot be modified or amended without the consent of the Holder of
each  Bond  or (c) the waiver of which would materially and adversely affect the
interests  of the Bond Insurer or modify its obligation under the Bond Insurance
Policy.  In  the  case of any such waiver, the 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


                                       44
<PAGE>
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture  Trustee,  the  filing  by  any  party  litigant  in  such  suit of an
undertaking  to  pay  the  costs  of  such  suit, and that such court may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any  party  litigant  in such suit, having due regard to the merits and
good  faith  of  the  claims  or  defenses  made by such party litigant; but the
provisions  of  this  Section 5.13 shall not apply to (a) any suit instituted by
the  Indenture  Trustee,  (b) any suit instituted by any Bondholder, or group of
Bondholders,  in  each  case  holding in the aggregate more than 10% of the Bond
Principal Balances of the Bonds or (c) any suit instituted by any Bondholder for
the  enforcement  of  the  payment of principal of or interest on any Bond on or
after  the  respective  due  dates expressed in such Bond and in this Indenture.

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

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

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

          (1)          the  Bond  Insurer, unless a Bond Insurer Default exists,
     or the Holders of all Bonds if a Bond Insurer Default exists, consent to or
     direct  the  Indenture  Trustee  to  make,  such  Sale,  or

          (2)     the  proceeds  of  such Sale would be not less than the entire
     amount  which  would  be payable to the Bondholders under the Bonds and the
     Bond  Insurer  in  respect of amounts drawn under the Bond Insurance Policy
     and  any  other  amounts  due  to  the  Bond  Insurer  under  the Insurance
     Agreement,  in full payment thereof in accordance with Section 5.02 hereof,
     on  the  Payment  Date  next  succeeding  the  date  of  such  Sale,  or

          (3)     the  Indenture  Trustee  determines  that  the  conditions for
     retention  of  the  Trust Estate set forth in Section 5.05 hereof cannot be
     satisfied  (in  making  any  such  determination,


                                       45
<PAGE>
     the Indenture Trustee may rely upon an opinion of an Independent investment
     banking  firm  obtained  and delivered as provided in Section 5.05 hereof),
     and  the  Bond  Insurer consents to such Sale, or if a Bond Insurer Default
     exists,  the  Holders  of  Bonds  representing  at  least  100% of the Bond
     Principal  Balances  of  the  Class  1-A, Class 2-A-1 and Class 2-A-2 Bonds
     consent  to  such  Sale.

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

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

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

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

          (2)     the Indenture Trustee, with the consent of the Bond Insurer so
     long  as  no  Bond  Insurer  Default  exists,  may  bid for and acquire the
     property offered for Sale in connection with any Sale thereof, and, subject
     to  any  requirements of, and to the extent permitted by, applicable law in
     connection  therewith,  may purchase all or any portion of the Trust Estate
     in  a  private  sale,  and,  in  lieu  of  paying  cash  therefor, may make
     settlement for the purchase price by crediting the gross Sale price against
     the  sum  of  (A) the amount which would be distributable to the Holders of
     the Bonds and Holders of Certificates and amounts distributable to the Bond
     Insurer as a result of such Sale in accordance with Section 5.04(b) 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;


                                       46
<PAGE>
          (4)     the  Indenture  Trustee  is  hereby  irrevocably appointed the
     agent  and  attorney-in-fact  of  the  Issuer  to  transfer  and convey its
     interest  in  any  portion  of  the  Trust Estate in connection with a Sale
     thereof,  and  to  take  all  action  necessary  to  effect  such Sale; and

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

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

     Section  5.17     Performance  and  Enforcement  of  Certain  Obligations.
                       -------------------------------------------------------
Promptly  following a request from the Indenture Trustee to do so, the Issuer in
its  capacity as holder of the Mortgage Loans, shall take all such lawful action
as  the Indenture Trustee or the Bond Insurer may request to cause the Issuer to
compel  or  secure  the  performance and observance by the Seller and the Master
Servicer,  as applicable, of each of their obligations to the Issuer under or in
connection  with  the  Mortgage  Loan  Purchase  Agreement  and  the  Servicing
Agreement,  and  to exercise any and all rights, remedies, powers and privileges
lawfully  available  to the Issuer under or in connection with the Mortgage Loan
Purchase  Agreement  and the Servicing Agreement to the extent and in the manner
directed  by the Indenture Trustee, with the consent of the Bond Insurer so long
as  no  Bond Insurer Default exists, as pledgee of the Mortgage Loans, including
the  transmission  of notices of default on the part of the Seller or the Master
Servicer  thereunder  and  the institution of legal or administrative actions or
proceedings to compel or secure performance by the Seller or the Master Servicer
of  each of their obligations under the Mortgage Loan Purchase Agreement and the
Servicing Agreement. So long as no Bond Insurer Default exists, the Bond Insurer
shall  have  the right to approve or reject any proposed successor to the Master
Servicer  (other  than  the  Indenture  Trustee)  under the Servicing Agreement.

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


                                       47
<PAGE>






                                       48
<PAGE>
                                    ARTICLE VI

                              The Indenture Trustee

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

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

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

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

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

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

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

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

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

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

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


                                       49
<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.   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.


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

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

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

     Section  6.07     Compensation  and  Indemnity. The Issuer shall pay to the
                       ----------------------------
Indenture Trustee on each Payment Date reasonable compensation for its services.
The  amount  of the Indenture Trustee's Fee shall be paid by the Master Servicer
to  the Indenture Trustee on each Payment Date pursuant to Section 3.07(a)(x) of
the Servicing Agreement and all amounts owing 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)(viii),
Section  3.05(h)(viii),  Section  3.05(l)(vi)  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


                                       51
<PAGE>
compensation and expenses, disbursements and advances of the Indenture Trustee's
agents,  counsel,  accountants  and  experts.  The  Issuer  shall  indemnify the
Indenture  Trustee  and  the Bond Insurer against any and all loss, liability or
expense  (including  attorneys'  fees)  incurred  by  it  in connection with the
administration  of  this  Trust and the performance of its duties hereunder. The
Indenture Trustee shall notify the Issuer promptly of any claim for which it may
seek  indemnity.  Failure  by  the  Indenture  Trustee or the Bond Insurer to so
notify the Issuer shall not relieve the Issuer of its obligations hereunder. The
Issuer  shall  defend  any  such  claim,  and the Indenture Trustee and the Bond
Insurer may have separate counsel and the Issuer shall pay the fees and expenses
of  such  counsel.  The  Issuer  is  not  obligated  to reimburse any expense or
indemnify  against  any  loss,  liability  or  expense incurred by the Indenture
Trustee  or  the  Bond  Insurer  through  the  Indenture  Trustee's  or the Bond
Insurer's  own  willful  misconduct,  negligence  or  bad  faith.

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

     Section  6.08     Replacement  of  Indenture  Trustee.  No  resignation  or
                       -----------------------------------
removal  of  the  Indenture  Trustee and no appointment of a successor Indenture
Trustee  shall  become  effective  until  the  acceptance  of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee
may resign at any time by so notifying the Issuer and the Bond Insurer. The Bond
Insurer  or, if a Bond Insurer Default exists, the Holders of a majority of Bond
Principal Balances of the Bonds may remove the Indenture Trustee by so notifying
the Indenture Trustee and the Bond Insurer and may appoint a successor Indenture
Trustee.  The  Issuer  shall, with the consent of the Bond Insurer so long as no
Bond  Insurer  Default  exists,  remove  the  Indenture  Trustee  if:

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

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

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

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

     If  the  Indenture  Trustee resigns or is removed or if a vacancy exists in
the  office  of  the  Indenture Trustee for any reason (the Indenture Trustee in
such  event  being  referred  to  herein as the retiring Indenture Trustee), the
Issuer,  with the consent of the Bond Insurer so long as no Bond Insurer Default
exists,  shall  promptly  appoint  a  successor  Indenture  Trustee.

     A  successor  Indenture  Trustee  shall deliver a written acceptance of its
appointment  to  the  retiring Indenture Trustee, to the Bond Insurer and to the
Issuer.  Thereupon, the resignation or removal of the retiring Indenture Trustee
shall  become  effective, and the successor Indenture Trustee shall have all the
rights,  powers  and  duties  of the Indenture Trustee under this Indenture. The


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<PAGE>
successor  Indenture  Trustee  shall  mail  a  notice  of  its  succession  to
Bondholders. The retiring Indenture Trustee shall promptly transfer all property
held  by  it  as  Indenture  Trustee  to  the  successor  Indenture  Trustee.

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

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

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

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

     Section  6.10     Appointment of Co-Indenture Trustee or Separate Indenture
                       ---------------------------------------------------------
Trustee. (a) Notwithstanding  any  other  provisions  of  this Indenture, at any
-------
time,  for  the  purpose of meeting any legal requirement of any jurisdiction in
which  any  part  of  the Trust Estate may at the time be located, the Indenture
Trustee  shall  have  the  power  and may execute and deliver all instruments to
appoint  one  or more Persons to act as a co-trustee or co-trustees, or separate
trustee  or  separate  trustees,  of all or any part of the Trust Estate, and to
vest  in  such  Person  or  Persons, in such capacity and for the benefit of the
Bondholders  and  the  Bond Insurer, such title to the Trust Estate, or any part
hereof,  and,  subject  to  the  other  provisions of this Section, such powers,
duties,  obligations,  rights  and  trusts  as the Indenture Trustee or the Bond
Insurer  may  consider necessary or desirable. No co-trustee or separate trustee
hereunder  shall  be  required  to  meet the terms of eligibility as a successor
trustee  under Section 6.11 hereof and notice to the Bond Insurer but not to the
Bondholders  (unless a Bond Insurer Default exists, in which case notice will be
sent  to  the  Bondholders)  of  the  appointment  of any co-trustee or separate
trustee  shall  be  required  under  Section  6.08  hereof.


                                       53
<PAGE>
     (b)     Every  separate  trustee  and  co-trustee  shall,  to  the  extent
permitted  by  law, be appointed and act subject to the following provisions and
conditions:

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

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

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

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

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

     Section 6.11     Eligibility; Disqualification. The Indenture Trustee shall
                      -----------------------------
at  all times satisfy the requirements of TIA Sec. 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 Sec.
310(b), including the optional provision permitted by the second sentence of TIA
Sec.  310(b)(9);  provided,  however,  that  there  shall  be  excluded from the
operation  of  TIA  Sec. 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  Sec.  310(b)(1)  are  met.


                                       54
<PAGE>
     Section  6.12     Preferential  Collection  of  Claims  Against Issuer. The
                       ----------------------------------------------------
Indenture  Trustee  shall  comply  with  TIA Sec. 311(a), excluding any creditor
relationship listed in TIA Sec. 311(b). An Indenture Trustee who has resigned or
been  removed  shall  be  subject  to  TIA  Sec. 311(a) to the extent indicated.

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

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

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

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

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

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

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

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

     (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.


                                       55
<PAGE>
                                  ARTICLE VII

                         Bondholders' Lists and Reports

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

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

     (b)     Bondholders  may communicate pursuant to TIA Sec. 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  Sec.  312(c).

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

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

               (iii)     The  Indenture  Trustee shall supply (and the Indenture
     Trustee  shall  transmit  by  mail to all Bondholders described in TIA Sec.
     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.


                                       56
<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 Sec.
                       -------------------------------
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 Sec. 313(c)
and the Bond Insurer a brief report dated as of such date that complies with TIA
Sec.  313(a).  The  Indenture  Trustee  also  shall comply with TIA Sec. 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.  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 Bond Insurer, the
Derivative  Contract  Counterparty,  the  Depositor,  the  Owner  Trustee,  the
Certificate  Paying  Agent and each Rating Agency, a statement setting forth the
following  information  as  to  the  Bonds,  to  the  extent  applicable:

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

               (ii)     the  Group  1  Available Funds, Group 2 Available Funds,
     Group  3  Available Funds and Net Monthly Excess Cash Flow, with respect to
     the  Group  1 Loans, Group 2 Loans and Group 3 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,
     Class  2-A-1,  Class  3-A,  Class  3-M-1,  Class  3-M-2 and Class 3-B Bonds
     applied to reduce the Bond Principal Balance thereof, and (b) the aggregate
     amount  included  therein  representing  Principal  Prepayments;

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

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

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


                                       57
<PAGE>
               (vii)     if  the  distribution  to  the  Holders of any Class of
     Bonds  is  less  than  the  full amount that would be distributable to such
     Holders  if  there  were sufficient funds available therefor, the amount of
     the  shortfall;

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

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

               (x)     the  number  and  aggregate  Stated Principal Balances of
     Mortgage  Loans (a) as to which the Monthly Payment is delinquent for 31-60
     days, 61-90 days, 91 or more days, respectively, (b) in foreclosure and (c)
     that  have become REO Property, in each case as of the end of the preceding
     calendar  month,  determined in the aggregate and separately for Loan Group
     1,  Loan  Group  2  and  Loan  Group  3;

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

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

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

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

               (xv)     the  number  and  aggregate  Stated Principal Balance of
     Mortgage Loans repurchased pursuant to the Mortgage Loan Purchase Agreement
     for  the  related  Payment  Date  and  cumulatively  since the Closing Date
     determined  in  the aggregate and separately for Loan Group 1, Loan Group 2
     and  Loan  Group  3;

               (xvi)     the  book  value  of  any  REO  Property;

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


                                       58
<PAGE>
               (xviii)     the  aggregate  Stated  Principal Balance of Mortgage
     Loans purchased pursuant to Section 3.18 of the Servicing Agreement for the
     related  Payment  Date  and  cumulatively  since  the  Closing  Date.

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

     The  Indenture  Trustee  may  conclusively  rely upon the Remittance Report
provided  by  the  Master  Servicer  pursuant  to  Section 4.01 of the Servicing
Agreement  and  on the amount of the Group 1, Group 2 and Group 3 Net Derivative
Contract  Payment  Amount  furnished  to  the  Indenture Trustee pursuant to the
Derivative  Contracts  in  its  preparation  of  its  Statement  to Bondholders.


                                       59
<PAGE>
                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

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

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

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

     (c)     On  each  Payment  Date, the Indenture Trustee shall 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, Group
2  Net  Derivative  Contract  Payment Amount and Group 3 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


                                       60
<PAGE>
also  require,  as a condition to such action, an Officer's Certificate, in form
and substance satisfactory to the Indenture Trustee, stating the legal effect of
any  such  action,  outlining  the  steps  required  to  complete  the same, and
concluding  that all conditions precedent to the taking of such action have been
complied  with.

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

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

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

     (c)     The  Indenture Trustee shall release property from the lien of this
Indenture  pursuant to this Section 8.05 only upon receipt of a request from the
Issuer accompanied by an Officers' Certificate and an Opinion of Counsel stating
that all applicable requirements have been satisfied, and a letter from the Bond
Insurer  stating that the Bond Insurer has no objection to such request from the
Issuer,  except  as  otherwise  provided  in  clause  (a).

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

     Section  8.07     Optional  Redemption  of  the  Bonds.  (a)  The  Majority
                       ------------------------------------
Certificateholder  shall  have  the  option  to redeem the Group 1 Bonds and 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 1 Loans and the Group 2 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
Group  2  Cut-off  Date  Balance  and (ii) the Payment Date occurring in October
2014;  provided,  that  if the Majority Certificateholder fails to exercise such
option,  the  Bond  Insurer  will  have  the  right  to  purchase  the


                                       61
<PAGE>
Group  1  Bonds  and  Group  2 Bonds at the same price and in the same manner as
effected by the Majority Certificateholder. The Majority Certificateholder shall
have  the  option  to redeem the Group 3 Bonds in whole, but not in part, on any
Payment  Date  on  or  after  the  earlier  of (i) the Payment Date on which the
aggregate  Stated  Principal  Balance  of the Group 3 Loans as of the end of the
prior  Due  Period is less than or equal to 20% of the aggregate Group 3 Cut-off
Date  Balance and (ii) the Payment Date occurring in October 2014. The aggregate
redemption  price  for  each  Group  of  Bonds  will be equal to the unpaid Bond
Principal  Balance  of  such  Bonds as of the Payment Date on which the proposed
redemption  will  take  place  in  accordance  with the foregoing, together with
accrued and unpaid interest thereon at the applicable Bond Interest Rate through
such  Payment  Date  (including  any related Unpaid Interest Shortfall and Basis
Risk  Shortfall  Carry-Forward Amount), plus an amount sufficient to pay in full
all  amounts  owing  to  the  Bond  Insurer and the Indenture Trustee under this
Indenture  and  the  Insurance  Agreement  (which  amounts shall be specified in
writing  upon  request  of  the  Issuer  by  the  Indenture Trustee and the Bond
Insurer)  and  plus  an  amount  equal  to  any amounts owing to  the Derivative
Contract  Counterparty  under  the  Derivative  Contracts.

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


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<PAGE>
                                   ARTICLE IX

                             Supplemental Indentures

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

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

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

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

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

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

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

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

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


                                       63
<PAGE>
provided,  however,  that  no  such  indenture supplements shall be entered into
unless the Indenture Trustee shall have received an Opinion of Counsel as to the
enforceability  of any such indenture supplement and to the effect that (i) such
indenture  supplement  is  permitted  hereunder  and  (ii)  entering  into  such
indenture  supplement  will  not  result  in a "substantial modification" of the
Bonds  under Treasury Regulation Section 1.1001-3 or adversely affect the status
of  the  Bonds  as  indebtedness  for  federal  income  tax  purposes.

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

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

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

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

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


                                       64
<PAGE>
     provisions  of  this  Indenture  or  certain  defaults  hereunder and their
     consequences  provided  for  in  this  Indenture;

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

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

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

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

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

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

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

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

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

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


                                       65
<PAGE>
notice,  or  any defect therein, shall not, however, in any way impair or affect
the  validity  of  any  such  supplemental  indenture.

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

A     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.


                                       66
<PAGE>
                                    ARTICLE X

                                  Miscellaneous

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

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

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

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

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

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

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

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

               (ii)     Whenever  the  Issuer  is  required  to  furnish  to the
     Indenture  Trustee and the Bond Insurer an Officer's Certificate certifying
     or stating the opinion of any signer thereof as to the matters described in
     clause  (i)  above,  the Issuer shall also deliver to the Indenture Trustee
     and  the  Bond  Insurer  an  Independent  Certificate  from  a  nationally
     recognized accounting firm as to the same matters, if the fair value of the
     securities  to  be  so


                                       67
<PAGE>
     deposited  and  of  all  other  such  securities made the basis of any such
     withdrawal  or  release  since  the commencement of the then current fiscal
     year  of the Issuer, as set forth in the certificates delivered pursuant to
     clause (i) above and this clause (ii), is 10% or more of the Bond Principal
     Balances  of  the  Bonds, but such a certificate need not be furnished with
     respect  to  any  securities so deposited, if the fair value thereof as set
     forth  in  the  related  Officer's Certificate is less than $25,000 or less
     than  one  percent  of  the  Bond  Principal  Balances  of  the  Bonds.

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

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

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

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


                                       68
<PAGE>
     Where  any  Person  is  required  to  make,  give  or  execute  two or more
applications,  requests,  consents,  certificates, statements, opinions or other
instruments  under  this  Indenture, they may, but need not, be consolidated and
form  one  instrument.

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

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

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

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

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

     Section 10.04     Notices etc., to Indenture Trustee, Issuer, Bond Insurer,
                       ---------------------------------------------------------
Seller  and  Rating  Agencies.  Any  request,  demand, authorization, direction,
-----------------------------
notice,  consent,  waiver  or  Act of Bondholders or other documents provided or
permitted  by  this  Indenture  shall be in writing and 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


                                       69
<PAGE>
     the  Indenture Trustee at the Corporate Trust Office. The Indenture Trustee
     shall  promptly  transmit any notice received by it from the Bondholders to
     the  Issuer;  or

               (ii)     the Issuer by the Indenture Trustee or by any Bondholder
     shall  be  sufficient  for every purpose hereunder if in writing and mailed
     first-class,  postage  prepaid  to the Issuer addressed to: Impac CMB Trust
     Series  2004-8,  in  care of Wilmington Trust Company, Rodney Square North,
     1100  North  Market  Street,  Wilmington,  Delaware  19990-0001, Attention:
     Corporate  Trust  Administration,  or  at  any  other  address  previously
     furnished  in  writing  to  the Indenture Trustee by the Issuer. The Issuer
     shall  promptly  transmit any notice received by it from the Bondholders to
     the  Indenture  Trustee;  or

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

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

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

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


                                       70
<PAGE>
Indenture  Trustee  but  such  filing  shall not be a condition precedent to the
validity  of  any  action  taken  in  reliance  upon  such  a  waiver.

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

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

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

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

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

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

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

     Section  10.10     Benefits  of  Indenture.  The  Bond  Insurer  and  its
                        -----------------------
successors  and  assigns shall be a third-party beneficiary to the provisions of
this  Indenture.  To  the  extent  that  this Indenture confers upon or gives or
grants to the Bond Insurer any right, remedy or claim under or by reason of this
Indenture,  the  Bond  Insurer  may  enforce  any  such  right,  remedy or claim
conferred,  given  or  granted  hereunder.  Nothing  in this Indenture or in the
Bonds,  express  or  implied,  shall  give to any Person, other than the parties
hereto and their successors hereunder, and the Bondholders and the Bond Insurer,
any  benefit  or  any  legal  or  equitable  right,  remedy  or claim under this
Indenture.

     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.


                                       71
<PAGE>
     Section  10.12     GOVERNING  LAW.  THIS  INDENTURE  SHALL  BE CONSTRUED IN
                        --------------
ACCORDANCE  WITH  THE  LAWS  OF  THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT  OF  LAW  PROVISIONS,  AND  THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES  HEREUNDER  SHALL  BE  DETERMINED  IN  ACCORDANCE  WITH  SUCH  LAWS.

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

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

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

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

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


                                       72
<PAGE>
certified  public  accountants, all at such reasonable times and as often as may
be  reasonably requested. The Indenture Trustee and the Bond Insurer shall cause
its  representatives  to  hold  in confidence all such information except to the
extent  disclosure  may  be required by law (and all reasonable applications for
confidential  treatment  are  unavailing)  and  except  to  the  extent that the
Indenture  Trustee  or  the  Bond  Insurer  may  reasonably  determine that such
disclosure  is  consistent  with  its  obligations  hereunder.


                                       73
<PAGE>
     IN  WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused their
names  to  be  signed  hereto  by  their  respective  officers  thereunto  duly
authorized,  all  as  of  the  day  and  year  first  above  written.


                                        IMPAC CMB TRUST SERIES 2004-8, as
                                        Issuer
                                        Wilmington Trust Company, not in its
                                        individual capacity but solely as Owner
                                        Trustee

                                        By:  ________________________________
                                        Name:
                                        Title:


                                        DEUTSCHE BANK NATIONAL TRUST
                                        COMPANY, as Indenture Trustee


                                        By:  ________________________________
                                        Name:
                                        Title:


                                        By:  ________________________________
                                        Name:
                                        Title:


<PAGE>
Acknowledged and agreed with respect to Section 2.07 hereof:


IMPAC MORTGAGE HOLDINGS, INC.,
as Seller


By:  ________________________________
Name:
Title:


<PAGE>
STATE OF CALIFORNIA  )
                     ) ss.:
COUNTY OF ORANGE     )

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



                                             Notary  Public


                                             ________________________
                                             NOTARY  PUBLIC



[NOTARIAL  SEAL]


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

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



                                             Notary  Public


                                             ________________________
                                             NOTARY  PUBLIC]



[NOTARIAL  SEAL]


<PAGE>
STATE OF DELAWARE     )
                      ) ss.:
COUNTY OF NEW CASTLE  )

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



                                             Notary  Public


                                             ________________________
                                             NOTARY  PUBLIC]



[NOTARIAL  SEAL]


<PAGE>
STATE OF CALIFORNIA  )
                     ) ss.:
COUNTY OF _________  )

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



                                             Notary  Public


                                             ________________________
                                             NOTARY  PUBLIC]



[NOTARIAL  SEAL]


<PAGE>
                                  EXHIBIT A-1

                           FORM OF CLASS [_-A-_] BONDS

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

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

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

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


                                      A-1-1
<PAGE>
                          IMPAC CMB TRUST SERIES 2004-8
                        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 2004-8 (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 October 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 2004-8 (the "Bonds"), issued under an Indenture dated
as of September 29, 2004 (the "Indenture"), between the Issuer and Deutsche Bank
National  Trust  Company,  as  indenture trustee (the "Indenture Trustee", which
term  includes  any  successor  Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement  of  the  respective  rights  thereunder  of the Issuer, the Indenture
Trustee,  and the Holders of the Bonds and the terms upon which the Bonds are to
be authenticated and delivered. All terms used in this Bond which are defined in
the  Indenture  shall  have  the  meanings  assigned  to  them in the Indenture.

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

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


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

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

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


                                      A-1-3
<PAGE>
upon  presentation and surrender thereof on or after the Payment Date thereof at
the  Corporate  Trust Office or the office or agency of the Issuer maintained by
it  for  such  purpose  pursuant  to  Section  3.02  of  the  Indenture.

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

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

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

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

     [Pursuant  to  the  Indenture, unless a Bond Insurer Default (as defined in
the  Indenture)  exists (i) the Bond Insurer shall be deemed to be the holder of
the  Class  [_-A-_] Bonds for certain purposes specified in the Indenture (other
than  with  respect  to  payment  on  the  Class  [_-A-_]  Bonds),  and  will


                                      A-1-4
<PAGE>
be  entitled to exercise all rights of the Bondholders thereunder, including the
rights  of  Bondholders  relating  to  the  occurrence of, and the remedies with
respect  to,  an  Event of Default, without the consent of such Bondholders, and
(ii)  the  Trustee  may  take  actions which would otherwise be at its option or
within  its discretion, including actions relating to the occurrence of, and the
remedies  with  respect  to, an Event of Default, only at the direction, or with
the  consent,  of  the  Bond  Insurer.]

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

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

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

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

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


                                      A-1-5
<PAGE>
     AS  PROVIDED  IN  THE  INDENTURE, THIS BOND AND THE INDENTURE CREATING THIS
BOND  SHALL  BE  CONSTRUED  IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE  OF  NEW  YORK  APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.


                                      A-1-6
<PAGE>
     IN  WITNESS  WHEREOF,  the  Issuer  has  caused  this instrument to be duly
executed  by Wilmington Trust Company, not in its individual capacity but solely
as  Owner  Trustee.

Dated: September 29, 2004

                                       IMPAC CMB TRUST SERIES 2004-8

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


                                       By:____________________________________
                                       Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee



By:______________________________________
    Authorized Signatory


                                      A-1-7
<PAGE>
                                  ABBREVIATIONS
                                  -------------

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


     TEN COM        --  as tenants in common
     TEN ENT        --  as tenants by the entireties
     JT TEN         --  as joint tenants with right of survivorship and not
                        as tenants in common
UNIF GIFT MIN ACT   --  __________ Custodian
                        ______________________________
                        (Cust)                 (Minor)

                        under Uniform Gifts to Minor Act
                        _____________________
                                                      (State)


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


                                      A-1-8
<PAGE>
                                   ASSIGNMENT
                                   ----------

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

     PLEASE  INSERT  SOCIAL  SECURITY  OR  OTHER  IDENTIFYING  NUMBER  OF
                                    ASSIGNEE:

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



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

Dated:___________________      _______________________________________

Signature Guaranteed by________________________________________

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


                                      A-1-9
<PAGE>
                                   EXHIBIT A-2

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

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

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

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

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

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


                                      A-2-1
<PAGE>
                          IMPAC CMB TRUST SERIES 2004-8
                        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 2004-8 (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 October 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 2004-8 (the "Bonds"), issued under an Indenture dated
as of September 29, 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 and 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 1
Loans  as of the end of the prior Due Period is less than or equal to 20% of the
sum  of  the  aggregate  Stated Principal Balance of the Group 1 Loans as of the
Cut-off  Date and the aggregate Stated Principal Balance of the Group 2 Loans as
of  the  Cut-off  Date  and  (ii)  the payment date occurring in September 2014;
provided  that  if the Majority Certificateholder fails to exercise such option,
the  Bond Insurer will have the right to exercise such option. The Group 3 Bonds
are  subject  to  redemption  in  whole,  but  not  in  part,  by  the  Majority
Certificateholder,  on or after the earlier of (i) the payment date on which the
aggregate  Stated  Principal  Balance  of the Group 3 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 3 Loans as of the Cut-off Date and (ii) the payment date
occurring  in  September  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.


                                      A-2-3
<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-2-4
<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  with the consent of the Bond Insurer and the Holders of a
majority  of  all  Bonds  at  the  time outstanding. The Indenture also contains
provisions permitting the Holders of Bonds representing specified percentages of
the  aggregate  Bond  Principal Balance of the Bonds on behalf of the Holders of
all  the  Bonds,  to  waive  any  past  Default  under  the  Indenture  and  its
consequences.  Any such waiver by the Holder, at the time of the giving thereof,
of  this  Bond  (or  any one or more predecessor Bonds) shall bind the Holder of
every Bond issued upon the registration of transfer hereof or in exchange hereof
or  in  lieu  hereof,  whether or not notation of such consent or waiver is made
upon  such Bond. The Indenture also permits the Issuer and the Indenture Trustee
to  amend  or  waive  certain  terms  and  conditions set forth in the Indenture
without  the  consent  of  the  Holders  of  the  Bonds  issued  thereunder.

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

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

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


                                      A-2-5
<PAGE>
     IN  WITNESS  WHEREOF,  the  Issuer  has  caused  this instrument to be duly
executed  by Wilmington Trust Company, not in its individual capacity but solely
as  Owner  Trustee.

Dated: September 29, 2004

                                     IMPAC CMB TRUST SERIES 2004-8

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



                                     By:  _______________________________
                                          Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee




By:  ___________________________________
     Authorized Signatory


                                      A-2-6
<PAGE>
                                  ABBREVIATIONS
                                  -------------

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


     TEN COM        --  as tenants in common
     TEN ENT        --  as tenants by the entireties
     JT TEN         --  as joint tenants with right of survivorship and not
                        as tenants in common
UNIF GIFT MIN ACT   --  __________ Custodian
                        ______________________________
                        (Cust)                 (Minor)

                        under Uniform Gifts to Minor Act
                        _____________________
                                                      (State)


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


                                      A-2-7
<PAGE>
                                   ASSIGNMENT
                                   ----------

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

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

              ____________________________________________________

              ____________________________________________________

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



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

Dated:___________________      ___________________________________________

Signature Guaranteed by ____________________________________________

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


                                      A-2-8
<PAGE>
                                   EXHIBIT A-3

                             FORM OF CLASS 3-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 2004-8
                        COLLATERALIZED ASSET-BACKED BONDS
                                    CLASS 3-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 2004-8 (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 October 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 2004-8 (the "Bonds"), issued under an Indenture dated
as of September 29, 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
3-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 and 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 1
Loans  as of the end of the prior Due Period is less than or equal to 20% of the
sum  of  the  aggregate  Stated Principal Balance of the Group 1 Loans as of the
Cut-off  Date and the aggregate Stated Principal Balance of the Group 2 Loans as
of  the  Cut-off  Date  and  (ii)  the payment date occurring in September 2014;
provided  that  if the Majority Certificateholder fails to exercise such option,
the  Bond Insurer will have the right to exercise such option. The Group 3 Bonds
are  subject  to  redemption  in  whole,  but  not  in  part,  by  the  Majority
Certificateholder,  on or after the earlier of (i) the payment date on which the
aggregate  Stated  Principal  Balance  of the Group 3 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 3 Loans as of the Cut-off Date and (ii) the payment date
occurring  in  September  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 3-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 3-B Bonds pursuant to the Indenture
and  the  rights  conveyed  to  the  Issuer  under  the  Indenture.

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

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


                                      A-3-3
<PAGE>
     If  an  Event  of  Default  as  defined in the Indenture shall occur and be
continuing  with  respect  to the Bonds, the Bonds may become or be declared due
and  payable in the manner and with the effect provided in the Indenture. If any
such  acceleration  of maturity occurs prior to the payment of the entire unpaid
Bond  Principal  Balance  of the Bonds, the amount payable to the Holder of this
Bond will be equal to the sum of the unpaid Bond Principal Balance of the Bonds,
together with accrued and unpaid interest thereon as described in the Indenture.
The Indenture provides that, notwithstanding the acceleration of the maturity of
the  Bonds, under certain circumstances specified therein, all amounts collected
as  proceeds  of the Trust Estate securing the Bonds or otherwise shall continue
to  be  applied to payments of principal of and interest on the Bonds as if they
had  not  been  declared  due  and  payable.

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

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

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

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


                                      A-3-4
<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  with the consent of the Bond Insurer and the Holders of a
majority  of  all  Bonds  at  the  time outstanding. The Indenture also contains
provisions permitting the Holders of Bonds representing specified percentages of
the  aggregate  Bond  Principal Balance of the Bonds on behalf of the Holders of
all  the  Bonds,  to  waive  any  past  Default  under  the  Indenture  and  its
consequences.  Any such waiver by the Holder, at the time of the giving thereof,
of  this  Bond  (or  any one or more predecessor Bonds) shall bind the Holder of
every Bond issued upon the registration of transfer hereof or in exchange hereof
or  in  lieu  hereof,  whether or not notation of such consent or waiver is made
upon  such Bond. The Indenture also permits the Issuer and the Indenture Trustee
to  amend  or  waive  certain  terms  and  conditions set forth in the Indenture
without  the  consent  of  the  Holders  of  the  Bonds  issued  thereunder.

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

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

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


                                      A-3-5
<PAGE>
     IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by Wilmington Trust Company, not in its individual capacity but solely
as Owner Trustee.

Dated: September 29, 2004

                                      IMPAC CMB TRUST SERIES 2004-8

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



                                      By:  _______________________________
                                           Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

DEUTSCHE BANK NATIONAL TRUST COMPANY, as Indenture Trustee




By:___________________________________
     Authorized Signatory


                                      A-3-6
<PAGE>
                                  ABBREVIATIONS
                                  -------------

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


     TEN COM        --  as tenants in common
     TEN ENT        --  as tenants by the entireties
     JT TEN         --  as joint tenants with right of survivorship and not
                        as tenants in common
UNIF GIFT MIN ACT   --  __________ Custodian
                        ______________________________
                        (Cust)                 (Minor)

                        under Uniform Gifts to Minor Act
                        _____________________
                                                      (State)


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


                                      A-3-7
<PAGE>
                                   ASSIGNMENT
                                   ----------

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

     PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

              ____________________________________________________

              ____________________________________________________

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



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

Dated:___________________      ___________________________________________

Signature Guaranteed by ____________________________________________

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


                                      A-3-8
<PAGE>
                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                                (Filed Manually)




                                      B-1
<PAGE>
                                    EXHIBIT C

                          FORM OF INITIAL CERTIFICATION


                                        _____________,  200_


[Issuer]

[Bond  Insurer]

[Master  Servicer]


Attention:  Impac  CMB  Trust  Series  2004-8

               Re:  Indenture  dated as of September 29, 2004, between Impac CMB
                    Trust Series 2004-8 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
September  29,  2004  between  Impac  Mortgage  Holdings, Inc. and Impac Funding
Corporation (the "MLPA"; and together with the Indenture, the "Agreements"), the
undersigned,  as  Indenture  Trustee,  hereby certifies that as to each Mortgage
Loan  listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full  or  listed  on  the  exception report attached hereto) it has reviewed the
Mortgage  File  and  the Mortgage Loan Schedule and has determined that: (i) all
documents  required  to  be included in the Mortgage File are in its possession;
(ii)  such  documents  have been reviewed by it and appear regular on their face
and relate to such Mortgage Loan; and (iii) based on examination by it, and only
as  to  such  documents, the information set forth in items (iii) and (v) of the
definition  or  description  of  "Mortgage  Loan  Schedule"  is  correct.

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


                                      C-1
<PAGE>
          Capitalized  words  and  phrases used herein shall have the respective
meanings  assigned  to  them  in  the  above-captioned  Indenture.

                                                  DEUTSCHE  BANK  NATIONAL
                                                  TRUST  COMPANY,
                                                  as  Indenture  Trustee



                                                  By:_________________________
                                                    Name:
                                                    Title:


                                      C-2
<PAGE>
                                    EXHIBIT D

                           FORM OF FINAL CERTIFICATION


                                              ____________,  200__


[Issuer]

[Bond  Insurer]

[Master  Servicer]


Attention:  Impac  CMB  Trust  Series  2004-8

          Re:  Indenture,  dated  as  of  September  29, 2004, between Impac CMB
               Trust Series 2004-8 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
September  29,  2004,  between  Impac Mortgage Holdings, Inc. (formerly known as
Imperial Credit Mortgage Holdings, Inc.) and Impac Funding Corporation (formerly
known  as ICI Funding Corporation) (the "MLPA"; and together with the Indenture,
the  "Agreements"), the undersigned, as Indenture Trustee, hereby certifies that
as  to  each  Mortgage Loan listed in the Mortgage Loan Schedule (other than any
Mortgage Loan paid in full or listed on the exception report attached hereto) it
has  received  the  documents  set  forth  in  Section  2.1(b)  of  the  MLPA.

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


                                      D-1
<PAGE>
          Capitalized  words  and  phrases used herein shall have the respective
meanings  assigned  to  them  in  the  above-captioned  Indenture.

                                                  DEUTSCHE  BANK  NATIONAL
                                                  TRUST  COMPANY,
                                                  as  Indenture  Trustee



                                                  By:_________________________
                                                    Name:
                                                    Title:


                                      D-2
<PAGE>
                                    EXHIBIT E

                              DERIVATIVE CONTRACTS

                             (Provided Upon Request)


                                      E-1
<PAGE>
                                    EXHIBIT F

                        SPECIAL CERTIFICATE CAP CONTRACT

                             (Provided Upon Request)


                                      F-1
<PAGE>
                                    EXHIBIT G

                          FORM OF BOND INSURANCE POLICY


                                      G-1
<PAGE>
                                   EXHIBIT H-1

                               FORM OF DEMAND NOTE

                          Impac CMB Trust Series 2004-8
                                     [DATE]

     ON  DEMAND,  for  value  received, Impac Mortgage Holdings, Inc. ("Impac"),
promises  to  pay,  in lawful money of the United States of America, to Deutsche
Bank  National  Trust  Company,  as  indenture trustee (the "Indenture Trustee")
under  the  Indenture, dated as of September 29, 2004 (the "Indenture"), between
the Indenture Trustee and Impac CMB Trust Series 2004-8, as Issuer, on this date
In  an  amount  up  to  $22,205,890.

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

                                                IMPAC  MORTGAGE  HOLDINGS,  INC.

                                                By:    _________________________
                                                Name:  _________________________
                                                Title: _________________________

                                           Address:   1401  Dove  Street
                                                      Newport  Beach,  CA  92660


                                      H-1-1
<PAGE>
                                   EXHIBIT H-2

                             FORM OF DEMAND REQUEST
                             ----------------------

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

Re:  Impac  CMB  Trust  Series  2004-8
     Collateralized  Asset-Backed  Bonds,  Series  2004-8  -Demand  Note

Payment  Date:  __________________________________________

     We  refer  to  that  certain  Indenture dated as of September 29, 2004 (the
"Indenture"),  by  and  between  Impac  CMB  Trust  Series 2004-8, as Issuer and
Deutsche  Bank  National  Trust  Company,  as Indenture Trustee, relating to the
above-referenced  Notes  and  Demand  Note.  All capitalized terms not otherwise
defined herein shall have the same respective meanings assigned to such terms in
the  Indenture.

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

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

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


                                      H-2-1
<PAGE>
     IN  WITNESS  WHEREOF, the Indenture Trustee has executed and delivered this
Demand  Request  this  ___  day  of  __________.

                                       DEUTSCHE  BANK  NATIONAL  TRUST  COMPANY,
                                       as  Indenture  Trustee

                                       By:     ______________________________
                                       Title:  ______________________________


                                      H-2-2
<PAGE>
                                   APPENDIX A
                                   DEFINITIONS

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

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

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

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

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

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

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

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


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

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

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

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

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

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

          (i)  (A)  the  product  of:

                    (1)  the Group 1 Net WAC Rate and

                    (2)  a fraction equal to

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

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

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

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

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

          (i)  (A) the product of:


                                        2
<PAGE>
                    (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,  minus

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

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

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

          (i)  the product of:

                    (1)  the Group 3 Net WAC Rate and

                    (2)  a fraction equal to

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

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

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

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

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

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


                                        3
<PAGE>
          Basis  Risk  Shortfall:  With  respect  to any Class of Bonds, on each
          ----------------------
Payment  Date  where  clause  (iii) of the definition of "Bond Interest Rate" is
less  than  clauses  (i)  or (ii) of the definition of "Bond Interest Rate", the
excess,  if  any,  of  (x)  the aggregate Accrued Bond Interest thereon for such
Payment  Date  calculated  pursuant  to  the lesser of clause (i) or (ii) of the
definition  of  Bond  Interest  Rate  over  (y)  interest accrued on the related
Mortgage  Loans  at  the  related  Available  Funds  Rate.

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

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

          Bond:  A  Class  A,  Class  M  or  Class  3-B  Bond.
          ----

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

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

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

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


                                        4
<PAGE>
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 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 2-A-1 Bonds,
on  any  Payment  Date  prior  to the Step-Up Date, 0.350% per annum, and on any
Payment  Date  on  and after the Step-Up Date, 0.700% per annum. With respect to
the Class 2-A-2 Bonds, on any Payment Date prior to the Step-Up Date, 0.380% per
annum,  and on any Payment Date on and after the Step-Up Date, 0.760% per annum.
With  respect  to  the Class 3-A Bonds, on any Payment Date prior to the Step-Up
Date,  0.410%  per annum, and on any Payment Date on and after the Step-Up Date,
0.820%  per  annum.  With  respect to the Class 3-M-1 Bonds, on any Payment Date
prior  to  the  Step-Up  Date,  0.570% per annum, and on any Payment Date on and
after the Step-Up Date, 0.855% per annum. With respect to the Class 3-M-2 Bonds,
on  any  Payment  Date  prior  to  the Step-Up Date, 1.05% per annum, and on any
Payment  Date  on  and after the Step-Up Date, 1.575% per annum. With respect to
the  Class  3-B Bonds, on any Payment Date prior to the Step-Up Date, 1.750% per
annum,  and on any Payment Date on and after the Step-Up Date, 2.625% per annum.

          Bond  Owner:  The  Beneficial  Owner  of  a  Bond.
          -----------

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

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

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

          Bondholder or Holder: The Person in whose name a Bond is registered in
          --------------------
the  Bond  Register,  except  that,  any  Bond  registered  in  the  name of the
Depositor,  the Issuer, the Indenture Trustee, the Seller or the Master Servicer
or  any  Affiliate of any of them shall be deemed not to be a holder or holders,
nor  shall  any  so  owned be considered outstanding, for purposes of giving any
request,  demand,  authorization, direction, notice, consent or waiver under the
Indenture  or  the  Trust  Agreement;  provided that, in determining whether the
Indenture  Trustee  shall be protected in relying upon any such request, demand,
authorization,  direction,  notice,  consent  or  waiver,  only  Bonds  that  a
Responsible Officer of the Indenture Trustee or the Owner Trustee actually knows
to  be  so owned


                                        5
<PAGE>
shall  be  so  disregarded. Owners of Bonds that have been pledged in good faith
may be regarded as Holders if the pledgee establishes to the satisfaction of the
Indenture  Trustee  or  the  Owner  Trustee  the  pledgee's right so to act with
respect  to such Bonds and that the pledgee is not the Issuer, any other obligor
upon  the  Bonds  or any Affiliate of any of the foregoing Persons. Any bonds on
which  payments  are  made  under  the  Bond  Insurance  Policy  shall be deemed
Outstanding  until the Bond Insurer has been reimbursed with respect thereto and
the  Bond  Insurer  shall be deemed the Bondholder thereof to the extent of such
unreimbursed  payment.

          Bonds: The Class A Bonds, Class M Bonds and Class 3-B Bonds issued and
          -----
outstanding  at  any  time  pursuant  to  the  Indenture.

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

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

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

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

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

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

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

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

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


                                        6
<PAGE>
          Certificates  or Trust Certificates: The Impac CMB Trust Series 2004-8
          -----------------------------------
Trust  Certificates, Series 2004-8, evidencing the beneficial ownership interest
in  the  Issuer  and executed by the Owner Trustee in substantially the form set
forth  in  Exhibit  A  to  the  Trust  Agreement.

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

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

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

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

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

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

          CMSA  IRP:  Commercial  Mortgage  Securities  Association  Investor
          ---------
Reporting  Package.

          Closing  Date:  September  29,  2004.
          -------------

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

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

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

          Commission:  The  Securities  and  Exchange  Commission.
          ----------

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


                                        7
<PAGE>
          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: IM0408. 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 2004-8
(IM0408).

          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.

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

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

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

          Cut-off  Date:  September  1,  2004.
          -------------

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

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

          Debt  Service  Coverage Ratio: With respect to any Group 3 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
3  Loan.


                                        8
<PAGE>
          Debt Service Reduction: With respect to any Mortgage Loan, a reduction
          ----------------------
in  the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction  in a proceeding under the Bankruptcy Code, except such a reduction
constituting  a Deficient Valuation or any reduction that results in a permanent
forgiveness  of  principal.

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

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

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

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

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

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

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

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

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

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

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


                                        9
<PAGE>
          Depository  or  Depository  Agency:  The Depository Trust Company or a
          ----------------------------------
successor  appointed  by  the Indenture Trustee. Any successor to the Depository
shall  be  an organization registered as a "clearing agency" pursuant to Section
17A  of  the  Exchange  Act  and  the regulations of the Securities and Exchange
Commission  thereunder.

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

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

          Derivative  Contract Counterparty: Lehman Brothers Derivative Products
          ---------------------------------
Inc.

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

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

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

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


                                       10
<PAGE>
institution  acceptable  to  each  Rating Agency as evidenced in writing by each
Rating  Agency  that  use  of  any such account as the Collection Account or the
Payment  Account will not reduce the rating assigned to any of the Securities by
such  Rating  Agency below investment grade without taking into account the Bond
Insurance  Policy  and  acceptable  to the Bond Insurer as evidenced in writing.

          Eligible  Investments:  One  or  more  of  the  following:
          ---------------------

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

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

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

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

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


                                       11
<PAGE>
               (vi)     a guaranteed investment contract approved by each of the
          Rating  Agencies  and  issued  by  an  insurance  company  or  other
          corporation  having  a  long term unsecured debt rating in the highest
          available  rating  category of each of the Rating Agencies at the time
          of  such  investment;

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

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

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

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

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

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


                                       12
<PAGE>
          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  3-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 Bond Insurer, or if a Bond
          Insurer  Default  exists, the Holders of at least 25% of the aggregate
          Bond  Principal  Balance  of  the  Outstanding Bonds, a written notice
          specifying  such  default  or incorrect representation or warranty and
          requiring  it  to be remedied and stating that such notice is a notice
          of  default  hereunder;  or

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

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


                                       13
<PAGE>
          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 Group 1
          -------------------------------
Bonds  and  Group  2 Bonds, the Payment Date in October 2034 and with respect to
each  Class  of  Group  3  Bonds,  the  Payment  Date  in  August  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.

          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


                                       14
<PAGE>
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  and any
          payments  made by the Seller pursuant to the Demand Note in respect of
          Loan Group 1 (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,  Subsequent Recoveries and REO Proceeds) received during the
          related Prepayment Period to the extent applied by the Master Servicer
          as  recoveries  of  principal  or interest of the related Group 1 Loan
          pursuant  to  the  Servicing  Agreement;  and

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

               (v)     any  prepayment  charges  related  to  the Group 1 Loans;

          minus
          -----


                                       15
<PAGE>
               (vi)     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;

               (vii)     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;

               (viii)     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;

               (ix)     the  related  Net  Derivative  Fee;

               (x)     the  Premium  Amount with respect to the Class 1-A Bonds;
          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  Bond.
          --------------

          Group  1  Cut-off  Date  Balance:  $626,691,402.37.
          --------------------------------

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

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

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

          Group1/2  Derivative  Contracts:  The  Confirmation  together with the
          -------------------------------
associated  ISDA Master Agreement with respect to the three Derivative Contracts
between  the  Seller and the Derivative Contract Counterparty for the benefit of
the  Group 1 Bonds, the Group 2 Bonds and the Certificates, set forth in Exhibit
E  of  the  Indenture.

          Group  1/2 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


                                       16
<PAGE>
Date  to  the  Issuer  from the Derivative Contract Counterparty pursuant to the
Group  1/2  Derivative  Contracts, over (b) the aggregate amount payable on that
Payment  Date  to  the  Derivative  Contract  Counterparty  under  the Group 1/2
Derivative  Contracts,  in  each  case  as  described  in Section 8.02(c) of the
Indenture.

          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  and any
          payments  made by the Seller pursuant to the Demand Note in respect of
          Loan Group 2 (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 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,  Subsequent Recoveries and REO Proceeds) received during the
          related Prepayment Period to the extent applied by the Master Servicer
          as  recoveries  of  principal  or interest of the related Group 2 Loan
          pursuant  to  the  Servicing  Agreement;  and

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

               (v)     any  prepayment  charges  related  to  the Group 2 Loans;

          minus
          -----

               (vi)     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;


                                       17
<PAGE>
               (vii)     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;

               (viii)     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;

               (ix)     the  related  Net  Derivative  Fee;

               (x)     the Premium Amount with respect to the Group 2 Bonds; 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  2  Bond:  A  Class  2-A-1  Bond  or  Class  2-A-2  Bond.
          --------------

          Group  2  Cut-off  Date  Balance:  $853,701,241.62.
          --------------------------------

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

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

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

          Group  3 Available Funds: With respect to any Payment Date, the sum of
          ------------------------
the  following,  in  each  case  with  respect  to  the  Group  3  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  3 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);


                                       18
<PAGE>
               (ii)     all  proceeds of any Group 3 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 3 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  3 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  3 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 3
          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 3 Bond: A Class 3-A, Class 3-M-1, Class 3-M-3 or Class 3-B Bond.
          ------------

          Group  3  Cut-off  Date  Balance:  $100,999,397.97.
          --------------------------------

          Group  3  Derivative  Contracts:  The  Confirmation  together with the
          -------------------------------
associated  ISDA  Master Agreement with respect to the four Derivative Contracts
between  the  Seller and the


                                       19
<PAGE>
Derivative  Contract  Counterparty  for the benefit of the Group 3 Bonds and the
Certificates,  set  forth  in  Exhibit  E  of  the  Indenture.

          Group  3  Loan:  A  Mortgage  Loan in Loan Group 3. All of the Group 3
          --------------
Loans  are  Multifamily  Loans.

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

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

          Group  3  Overcollateralization  Target  Amount:  With  respect to any
          -----------------------------------------------
Payment  Date  prior  to the Group 3 Stepdown Date, 5.35% of the Group 3 Cut-off
Date  Balance. With respect to any Payment Date on or after the Group 3 Stepdown
Date, the greater of (i) 10.70% of the aggregate Stated Principal Balance of the
Group  3  Loans  as  of the end of the related Due Period, and (ii) 0.50% of the
Group  3  Cut-off  Date  Balance; provided however, that on or after the Group 3
Stepdown  Date,  if  a  Group  3  Trigger  Event  is  in  effect,  the  Group  3
Overcollateralization Target Amount will be equal to such amount on the previous
Payment  Date.

          Group  3  Principal  Distribution Amount: For any Payment Date and the
          ----------------------------------------
Group  3  Loans,  the sum of (a) the related Basic Principal Distribution Amount
and  (b)  the  related  Overcollateralization  Increase  Amount.

          Group  3  Stepdown  Date:  The  later to occur of (x) the Payment Date
          ------------------------
occurring in October 2011 and (y) the first Payment Date for which the aggregate
Stated  Principal Balance of the Group 3 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 3 Cut-off Date
Balance.

          Group  3  Trigger  Event: A Trigger Event is in effect with respect to
          ------------------------
any  Payment  Date  with  respect  to  the  Group  3  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 3
          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


                                       20
<PAGE>
          last  day  of  the  preceding  calendar  month  exceeds  16.00% of the
          aggregate  Stated  Principal  Balance  of  the  Group  3  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 3 Loans from the Cut-off Date,
          through  the  end  of  the  calendar  month immediately preceding such
          Payment  Date  exceeds 5.75% of the Group 3 Cut-off Date Balance, plus
          an  additional 1/12th of 0.75% of the Group 3 Cut-off Date Balance for
          each  Payment  Date  after  the 85th Payment Date to and including the
          96th  Payment Date, (b) in the case of any Payment Date after the 96th
          Payment  Date  and on or before the 108th Payment Date, the cumulative
          amount  of  Realized  Losses from the Cut-off Date, through the end of
          the  calendar  month  immediately  preceding such Payment Date exceeds
          6.50%  of  the Group 3 Cut-off Date Balance, plus an additional 1/12th
          of  1.00%  of  the  Group 3 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 3
          Cut-off  Date Balance, plus an additional 1/12th of 0.75% of the Group
          3  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  3  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.

          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 September 29, 2004, between the
          ---------
Issuer  and the Indenture Trustee, relating to the Impac CMB Trust Series 2004-8
Bonds.


                                       21
<PAGE>
          Indenture  Trustee:  Deutsche  Bank  National  Trust  Company, and its
          ------------------
successors  and assigns or any successor indenture trustee appointed pursuant to
the  terms  of  the  Indenture.

          Indenture Trustee's Fee: With respect to any Payment Date, one month's
          -----------------------
interest  accrued  at  the  Indenture Trustee's Fee Rate on the Stated Principal
Balance  of  each  Mortgage  Loan as of the first day of the related Due Period.

          Indenture  Trustee's  Fee  Rate:  A  rate  equal to 0.0010% 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 Bonds,
          --------------------------------
$635,985,000,  with respect to the Class 2-A-1 Bonds, $745,195,000, with respect
to  the  Class  2-A-2  Bonds, $121,312,000, with respect to the Class 3-A Bonds,
$62,659,000,  with  respect  to  the  Class 3-M-1 Bonds, $6,316,000, Class 3-M-2
Bonds,  $9,601,000  and  with  respect  to  the  Class  3-B  Bonds, $19,202,000.

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

          Initial  Subservicers:  With  respect  to  substantially  all  of  the
          ---------------------
Mortgage Loans in Loan Group 1 and Loan Group 2, GMAC Mortgage Corporation. With
respect  to  all  of  the Mortgage Loans in Loan Group 3, Midland Loan Services,
Inc.

          Insurance Agreement: The Insurance and Indemnity Agreement dated as of
          -------------------
September  29, 2004, among the Master Servicer, the Depositor, the Issuer, Impac
Holdings,  the  Indenture Trustee and the Bond Insurer, including any amendments
and  supplements  thereto.


                                       22
<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.

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

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

          Interest Determination Date: With respect to the first Accrual Period,
          ---------------------------
the  second  LIBOR  Business Day preceding the Closing Date, and with respect to
each  Accrual  Period  thereafter,  the  second LIBOR Business Day preceding the
related  Payment  Date  on  which  such  Accrual  Period  commences.

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

          IRS:  The  Internal  Revenue  Service.
          ---

          Issuer:  Impac CMB Trust Series 2004-8, a Delaware statutory trust, or
          ------
its  successor  in  interest.

          Issuer  Request:  A written order or request signed in the name of the
          ---------------
Issuer by any one of its Authorized Officers and approved in writing by the Bond
Insurer,  so  long  as  no  Bond  Insurer  Default  exists, and delivered to the
Indenture  Trustee.

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

          Lien:  Any mortgage, deed of trust, pledge, conveyance, hypothecation,
          ----
assignment,  participation, deposit arrangement, encumbrance, lien (statutory or
other),  preference,  priority  right or interest or other security agreement or
preferential  arrangement  of  any kind or nature whatsoever, including, without
limitation,  any  conditional  sale  or  other  title  retention  agreement, 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.


                                       23
<PAGE>
          Liquidated  Mortgage  Loan:  With  respect  to  any  Payment Date, any
          --------------------------
Mortgage  Loan  in  respect  of  which  the  Master  Servicer has determined, in
accordance  with  the servicing procedures specified in the Servicing Agreement,
as  of  the  end  of  the  related Due Period that substantially all Liquidation
Proceeds  which it reasonably expects to recover with respect to the disposition
of  the  related  Mortgaged  Property  or  REO  Property  have  been  recovered.

          Liquidation  Expenses:  Out-of-pocket expenses (exclusive of overhead)
          ---------------------
which  are  incurred  by  or  on  behalf  of the Master Servicer, or any Special
Servicer  on the Master Servicer's behalf, in connection with the liquidation of
any  Mortgage  Loan  and not recovered under any insurance policy, such expenses
including,  without limitation, legal fees and expenses, any unreimbursed amount
expended (including, without limitation, amounts advanced to correct defaults on
any  mortgage  loan  which  is senior to such Mortgage Loan, amounts advanced to
keep current or pay off a mortgage loan that is senior to such Mortgage Loan and
Disposition  Fees)  respecting  the  related  Mortgage  Loan and any related and
unreimbursed  expenditures  for  real  estate  property  taxes  or  for property
restoration,  preservation  or  insurance  against  casualty  loss  or  damage.

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

          Loan  Group:  Any  of  Loan  Group  1,  Loan  Group 2 or Loan Group 3.
          -----------

          Loan  Group  1:  The  Group  1  Loans.
          --------------

          Loan  Group  2:  The  Group  2  Loans.
          --------------

          Loan  Group  3:  The  Group  3  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.


                                       24
<PAGE>
          Master  Servicer: Impac Funding Corporation, a California corporation,
          ----------------
and  its  successors  and  assigns.

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

          Master  Servicing  Fee Rate: With respect to any Mortgage Loan, 0.030%
          ---------------------------
per  annum.

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

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

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

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

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

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

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

          Monthly  Payment: With respect to any Mortgage Loan (including any REO
          ----------------
Property) and any Due Date, the payment of principal and interest due thereon in
accordance  with the 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.


                                       25
<PAGE>
          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 three groups, Loan Group 1, Loan Group 2
and  Loan  Group  3.  The  aggregate  Cut-off Date Principal Balance is equal to
$1,581,392,041.96.

          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 Mortgage Loans
as  of the Cut-off Date is the schedule set forth in Exhibit B of the Indenture,
which  schedule  sets  forth  as  to  each  Mortgage  Loan:

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

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

               (iii)     the  original  Mortgage Rate and current Mortgage Rate;

               (iv)     the  maturity  date;

               (v)     the  original  principal  balance;

               (vi)     the  first  Payment  Date;

               (vii)     the  type  of  Mortgaged  Property;

               (viii)     the  Monthly Payment in effect as of the Cut-off Date;

               (ix)     the  Cut-off  Date  Principal  Balance;

               (x)     the  Index,  the Maximum Rate, Minimum Rate, Lifetime Cap
          and  the  Gross  Margin,  if  applicable;

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

               (xii)     the  occupancy  status;

               (xiii)     the  purpose  of  the  Mortgage  Loan;


                                       26
<PAGE>
               (xiv)     the  Appraised  Value  of  the  Mortgaged  Property;

               (xv)     the  original  term  to  maturity;

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

               (xvii)     the  Loan-to-Value  Ratio;

               (xviii)     whether  such  Mortgage  Loan  is a Group 1 Loan or a
          Group  2  Loan;

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

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

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

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

          Mortgage  Rate:  With  respect  to  any  Mortgage Loan and any date of
          --------------
determination,  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 3 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


                                       27
<PAGE>
Counterparty  in  respect of the Derivative Contracts, other than any Additional
Derivative  Contract Counterparty Payment, over (b) the aggregate amount payable
on  that  Payment  Date  to the Issuer from the Derivative Contract Counterparty
pursuant  to  the  Derivative  Contracts.

          Net  Derivative  Fee  Rate:  With  respect  to  any  Payment Date, the
          --------------------------
fraction,  expressed as a rate per annum, equal to (x) the Net Derivative Fee on
such  Payment  Date  related to Loan Group 1, Loan Group 2 and Loan Group 3 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 and (C) any
amounts  payable  from  the related Derivative Contracts as described in Section
3.05  of  the  Indenture.

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

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

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

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

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


                                       28
<PAGE>
          In  the event that on any Interest Determination Date, Telerate Screen
3750  fails  to  indicate the London interbank offered rate for one-month United
States  dollar  deposits,  then One-Month LIBOR for the related Interest Accrual
Period  will  be  established  by  the  Indenture  Trustee  as  follows:

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

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

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

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

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

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

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

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

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

          Outstanding  Mortgage  Loan:  As  to  any  Due  Date,  a Mortgage Loan
          ---------------------------
(including  an REO Property) which was not the subject of a Principal Prepayment
in  Full,  Cash  Liquidation  or


                                       29
<PAGE>
REO Disposition and which was not purchased, deleted or substituted for prior to
such  Due  Date  pursuant  to  the  Servicing  Agreement.

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

          Overcollateralization  Increase  Amount:  With  respect to any Payment
          ---------------------------------------
Date  and  each  Loan  Group,  the  lesser of (i) the related Net Monthly Excess
Cashflow  for  such  Payment  Date but, with respect to the Group 1 Loans, after
payments  to  the  Bond Insurer in respect of clause (ii) of Section 3.05(d) and
with respect to the Group 2 Loans, after payments to the Bond Insurer in respect
of  clause  (ii)  of  Section  3.05(h)  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  100% of the related Principal
Remittance  Amount  is applied as a principal payment on such Payment Date) over
(ii)  the  related  Overcollateralization  Target  Amount for such Payment Date.

          Overcollateralization  Target  Amount:  The  Group  1
          -------------------------------------
Overcollateralization Target Amount, Group 2 Overcollateralization Target Amount
or  Group  3  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, unscheduled
collections  of  principal  received  during  the  related Prepayment Period and
Realized  Losses  on  the  related  Mortgage  Loans  incurred during the related
Prepayment  Period),  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.


                                       30
<PAGE>
          Owner  Trustee's  Fee: With respect to any Payment Date the product of
          ---------------------
(i)  the  Owner  Trustee's  Fee Rate divided by 12 and (ii) the aggregate Stated
Principal  Balance  of the Mortgage Loans as of the first day of the related Due
Period.

          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.

          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.  Sec.  2510.3-101.

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

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


                                       31
<PAGE>
          Preference  Amount:  With  respect  to  the Class 1-A, Class 2-A-1 and
          ------------------
Class 2-A-2 Bonds, any amount previously distributed to a Class 1-A, Class 2-A-1
or  Class  2-A-2  Bondholder that is recoverable and sought to be recovered as a
voidable  preference  by  a  trustee in bankruptcy pursuant to the United States
Bankruptcy  Code,  as  amended  from  time  to  time, in accordance with a final
nonappealable  order  of  a  court  having  competent  jurisdiction.

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

          Prepayment  Assumption:  A  Prepayment Assumption of 100% assumes, (i)
          ----------------------
with  respect  to  the  Group  1  Loans and Group 2 Loans, 30% CPR and (ii) with
respect  to  the Group 3 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.

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

          Prepayment  Period:  With respect any Payment Date, the calendar month
          ------------------
immediately  preceding  the  month  in  which  such  payment  occurs.

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

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

          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.


                                       32
<PAGE>
          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  September  28, 2004,
          ----------
together  with  the  attached  Prospectus,  dated  September  28,  2004.

          Purchase  Price:  The  meaning  specified  in  Section  2.2(a)  of the
          ---------------
Mortgage  Loan  Purchase  Agreement.

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

          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.
          ------


                                       33
<PAGE>
          Radian  Lender-Paid  PMI  Policy:  A  lender-paid  primary  mortgage
          --------------------------------
insurance  policy  issued  by  Radian in accordance with a March 29, 2002 letter
between  the  Seller  and  Radian.

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

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

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

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

          Realized Loss: With respect to each Mortgage Loan (or REO Property) as
          -------------
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than  zero)  equal  to (i) the Stated Principal Balance of the Mortgage Loan (or
REO  Property)  as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest  (and  REO  Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Bondholders up to the
last  day  of  the  month  in  which  the  Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding  during each Due Period that such interest was not paid or advanced,
minus  (iii)  the proceeds, if any, received during the month in which such Cash
Liquidation  (or  REO Disposition) occurred, to the extent applied as recoveries
of  interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of  the  portion  thereof reimbursable to the Master Servicer or any Subservicer
with  respect to related Advances or expenses as to which the Master Servicer or
any  Subservicer is entitled to reimbursement thereunder but 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


                                       34
<PAGE>
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.

          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


                                       35
<PAGE>
proceeds  are required to be deposited into the Collection Account only upon the
related  REO  Disposition.

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

          Repurchase  Event:  With  respect  to  any Mortgage Loan, either (i) a
          -----------------
discovery  that,  as  of  the  Closing Date the related Mortgage was not a valid
first  lien  or  second  lien (as applicable) on the related Mortgaged Property,
subject  to  no  other  liens  except  (A)  the  lien of real property taxes and
assessments  not  yet  due  and  payable,  (B)  covenants,  conditions,  and
restrictions,  rights of way, easements and other matters of public record as of
the  date  of  recording  of  such  Mortgage  and  such  other permissible title
exceptions  as  are permitted and (C) other matters to which like properties are
commonly  subject  which  do  not  materially  adversely  affect the value, use,
enjoyment  or  marketability  of  the  related  Mortgaged  Property or (ii) with
respect  to  any  Mortgage  Loan  as  to  which the Seller delivers an affidavit
certifying  that  the  original  Mortgage  Note  has  been  lost or destroyed, a
subsequent  default  on  such Mortgage Loan if the enforcement thereof or of the
related  Mortgage  is  materially  and adversely affected by the absence of such
original  Mortgage  Note.

          Repurchase  Price:  With  respect  to any Mortgage Loan required to be
          -----------------
repurchased  on  any  date  pursuant  to the Mortgage Loan Purchase Agreement or
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 Mortgage Loan of
any  predatory-lending  law.

          Reserve  Interest  Rate:  With  respect  to any Interest Determination
          -----------------------
Date,  the rate per annum that the Indenture Trustee determines to be either (i)
the  arithmetic mean (rounded upwards if necessary to the nearest whole multiple
of  0.0625%)  of the one-month United States dollar lending rates which New York
City  banks  selected  by  the  Indenture  Trustee  are  quoting on the relevant
Interest  Determination Date to the principal London offices of leading banks in
the  London interbank market or (ii) in the event that the Indenture Trustee can
determine  no  such  arithmetic  mean, the lowest one-month United States dollar
lending  rate  which  New  York City banks selected by the Indenture Trustee are
quoting  on  such  Interest  Determination  Date  to  leading  European  banks.

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

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


                                       36
<PAGE>
          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 September 29,
          -------------------
2004,  among  the  Master  Servicer,  the  Issuer  and  the  Indenture  Trustee.

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

          Servicing  Default:  The  meaning  assigned  in  Section  6.01  of the
          ------------------
Servicing  Agreement.

          Servicing  Fee:  The  sum  of  the  Master  Servicing  Fee  and  the
          --------------
Subservicing  Fee.

          Servicing  Fee  Rate: The sum of the Master Servicing Fee Rate and the
          --------------------
related  Subservicing  Fee  Rate.

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


                                       37
<PAGE>
          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,  with the consent of the Bond Insurer, which consent shall not
be  unreasonably  withheld, for the purposes of servicing the Specially Serviced
Mortgage  Loans;  provided,  however, that the consent of the Bond Insurer shall
not  be  necessary  in connection with the appointment of Midland Loan Services,
Inc.  as  initial  Special  Servicer  of  the  Multifamily  Loans.

          Specially  Serviced  Mortgage  Loan:  Subject  to  Section 3.23 of the
          -----------------------------------
Servicing  Agreement,  any  Group  3  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  or  the Bond
          Insurer, has occurred and remained unremedied for the applicable grace
          period  specified  in  such  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 and the Bond Insurer for purposes of
          this  definition;  or

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

          A  Group  3  Loan will cease to be a Specially Serviced Mortgage Loan:


                                       38
<PAGE>
               (a)     with respect to the circumstances described in clause (a)
          above,  when  the  related  Mortgagor  has  brought  such Group 3 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 3 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 Sec.Sec.3801 et seq., as the same may be amended from time to time.
   ---                    -- ---

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


                                       39
<PAGE>
          Subsequent  Recoveries:  Additional  recoveries,  net  of reimbursable
          ----------------------
expenses,  with  respect  to Mortgage Loans that have been previously liquidated
and  that  resulted  in  a  Realized  Loss.

          Subservicer: Any Person with whom the Master Servicer has entered into
          -----------
a  Subservicing  Agreement  as a Subservicer and acceptable to the Bond Insurer,
including  the  Initial  Subservicers.

          Subservicing Account: An Eligible Account established or maintained by
          --------------------
a  Subservicer  as  provided  for in Section 3.06(e) of the Servicing Agreement.

          Subservicing  Agreement:  The  written  contract  between  the  Master
          -----------------------
Servicer and any Subservicer relating to servicing and administration of certain
Mortgage  Loans  as  provided  in  Section  3.02  of  the  Servicing  Agreement.

          Subservicing  Fee:  With respect to each Mortgage Loan and any Payment
          -----------------
Date, the fee payable monthly to the related subservicer in respect of servicing
compensation  that  accrues at an annual rate equal to the Subservicing Fee Rate
multiplied  by  the  Stated  Principal  Balance  of such Mortgage Loan as of the
related  Due  Date  in  the  related  Due  Period.

          Subservicing  Fee  Rate:  On each adjustable rate Group 1 Loan, a rate
          -----------------------
equal to 0.375% per annum.  On each fixed rate second lien Group 1 Loan or Group
2  Loan, a rate equal to 0.750% per annum. On each Group 3 Loan, a rate equal to
0.148%  per  annum,  with  such  rate  increasing  to  0.750%  per annum for any
multifamily  loan  that  becomes  a  Specially  Serviced  Multifamily  Loan.

          Substitution  Adjustment  Amount:  With  respect  to  any  Eligible
          --------------------------------
Substitute Mortgage Loan, the amount as defined in Section 2.03 of the Servicing
Agreement.

          Telerate  Screen Page 3750: The display designated as page 3750 on the
          --------------------------
Telerate  Service  (or  such other page as may replace page 3750 on that service
for  the  purpose  of displaying London interbank offered rates of major banks).

          Treasury  Regulations:  Regulations,  including  proposed or temporary
          ---------------------
Regulations,  promulgated  under  the  Code.  References  herein  to  specific
provisions  of  proposed  or  temporary  regulations  shall  include  analogous
provisions  of  final  Treasury  Regulations  or  other  successor  Treasury
Regulations.

          Trust: The Impac CMB Trust Series 2004-8 to be created pursuant to the
          -----
Trust  Agreement.

          Trust  Agreement: The Amended and Restated Trust Agreement dated as of
          ----------------
September  29,  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.


                                       40
<PAGE>
          Trust  Indenture  Act  or  TIA:  The  Trust  Indenture Act of 1939, as
          ------------------------------
amended  from  time  to  time,  as  in  effect  on  any  relevant  date.

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

          Underwriters:  Bear,  Stearns  &  Co.  Inc.,  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.


                                       41
<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 payable to the Derivative Contract
Counterparty  as  a  result of a default of the Derivative Contract Counterparty
under  the  related  Derivative  Contracts.

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

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

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

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

          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


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

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

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

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

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

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

          (i)  (A)  the  product  of:

                    (1)  the Group 1 Net WAC Rate and

                    (2)  a fraction equal to

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

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

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

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

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

          (i)  (A) the product of:


                                        2
<PAGE>
                    (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,  minus

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

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

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

          (i)  the product of:

                    (1)  the Group 3 Net WAC Rate and

                    (2)  a fraction equal to

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

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

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

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

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

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


                                        3
<PAGE>
          Basis  Risk  Shortfall:  With  respect  to any Class of Bonds, on each
          ----------------------
Payment  Date  where  clause  (iii) of the definition of "Bond Interest Rate" is
less  than  clauses  (i)  or (ii) of the definition of "Bond Interest Rate", the
excess,  if  any,  of  (x)  the aggregate Accrued Bond Interest thereon for such
Payment  Date  calculated  pursuant  to  the lesser of clause (i) or (ii) of the
definition  of  Bond  Interest  Rate  over  (y)  interest accrued on the related
Mortgage  Loans  at  the  related  Available  Funds  Rate.

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

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

          Bond:  A  Class  A,  Class  M  or  Class  3-B  Bond.
          ----

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

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

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

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


                                        4
<PAGE>
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 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 2-A-1 Bonds,
on  any  Payment  Date  prior  to the Step-Up Date, 0.350% per annum, and on any
Payment  Date  on  and after the Step-Up Date, 0.700% per annum. With respect to
the Class 2-A-2 Bonds, on any Payment Date prior to the Step-Up Date, 0.380% per
annum,  and on any Payment Date on and after the Step-Up Date, 0.760% per annum.
With  respect  to  the Class 3-A Bonds, on any Payment Date prior to the Step-Up
Date,  0.410%  per annum, and on any Payment Date on and after the Step-Up Date,
0.820%  per  annum.  With  respect to the Class 3-M-1 Bonds, on any Payment Date
prior  to  the  Step-Up  Date,  0.570% per annum, and on any Payment Date on and
after the Step-Up Date, 0.855% per annum. With respect to the Class 3-M-2 Bonds,
on  any  Payment  Date  prior  to  the Step-Up Date, 1.05% per annum, and on any
Payment  Date  on  and after the Step-Up Date, 1.575% per annum. With respect to
the  Class  3-B Bonds, on any Payment Date prior to the Step-Up Date, 1.750% per
annum,  and on any Payment Date on and after the Step-Up Date, 2.625% per annum.

          Bond  Owner:  The  Beneficial  Owner  of  a  Bond.
          -----------

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

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

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

          Bondholder or Holder: The Person in whose name a Bond is registered in
          --------------------
the  Bond  Register,  except  that,  any  Bond  registered  in  the  name of the
Depositor,  the Issuer, the Indenture Trustee, the Seller or the Master Servicer
or  any  Affiliate of any of them shall be deemed not to be a holder or holders,
nor  shall  any  so  owned be considered outstanding, for purposes of giving any
request,  demand,  authorization, direction, notice, consent or waiver under the
Indenture  or  the  Trust  Agreement;  provided that, in determining whether the
Indenture  Trustee  shall be protected in relying upon any such request, demand,
authorization,  direction,  notice,  consent  or  waiver,  only  Bonds  that  a
Responsible Officer of the Indenture Trustee or the Owner Trustee actually knows
to  be  so owned


                                        5
<PAGE>
shall  be  so  disregarded. Owners of Bonds that have been pledged in good faith
may be regarded as Holders if the pledgee establishes to the satisfaction of the
Indenture  Trustee  or  the  Owner  Trustee  the  pledgee's right so to act with
respect  to such Bonds and that the pledgee is not the Issuer, any other obligor
upon  the  Bonds  or any Affiliate of any of the foregoing Persons. Any bonds on
which  payments  are  made  under  the  Bond  Insurance  Policy  shall be deemed
Outstanding  until the Bond Insurer has been reimbursed with respect thereto and
the  Bond  Insurer  shall be deemed the Bondholder thereof to the extent of such
unreimbursed  payment.

          Bonds: The Class A Bonds, Class M Bonds and Class 3-B Bonds issued and
          -----
outstanding  at  any  time  pursuant  to  the  Indenture.

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

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

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

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

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

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

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

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

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


                                        6
<PAGE>
          Certificates  or Trust Certificates: The Impac CMB Trust Series 2004-8
          -----------------------------------
Trust  Certificates, Series 2004-8, evidencing the beneficial ownership interest
in  the  Issuer  and executed by the Owner Trustee in substantially the form set
forth  in  Exhibit  A  to  the  Trust  Agreement.

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

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

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

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

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

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

          CMSA  IRP:  Commercial  Mortgage  Securities  Association  Investor
          ---------
Reporting  Package.

          Closing  Date:  September  29,  2004.
          -------------

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

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

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

          Commission:  The  Securities  and  Exchange  Commission.
          ----------

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


                                        7
<PAGE>
          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: IM0408. 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 2004-8
(IM0408).

          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.

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

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

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

          Cut-off  Date:  September  1,  2004.
          -------------

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

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

          Debt  Service  Coverage Ratio: With respect to any Group 3 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
3  Loan.


                                        8
<PAGE>
          Debt Service Reduction: With respect to any Mortgage Loan, a reduction
          ----------------------
in  the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction  in a proceeding under the Bankruptcy Code, except such a reduction
constituting  a Deficient Valuation or any reduction that results in a permanent
forgiveness  of  principal.

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

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

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

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

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

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

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

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

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

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

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


                                        9
<PAGE>
          Depository  or  Depository  Agency:  The Depository Trust Company or a
          ----------------------------------
successor  appointed  by  the Indenture Trustee. Any successor to the Depository
shall  be  an organization registered as a "clearing agency" pursuant to Section
17A  of  the  Exchange  Act  and  the regulations of the Securities and Exchange
Commission  thereunder.

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

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

          Derivative  Contract Counterparty: Lehman Brothers Derivative Products
          ---------------------------------
Inc.

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

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

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

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


                                       10
<PAGE>
institution  acceptable  to  each  Rating Agency as evidenced in writing by each
Rating  Agency  that  use  of  any such account as the Collection Account or the
Payment  Account will not reduce the rating assigned to any of the Securities by
such  Rating  Agency below investment grade without taking into account the Bond
Insurance Policy and acceptable to the Bond Insurer as evidenced in writing.

          Eligible  Investments:  One  or  more  of  the  following:
          ---------------------

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

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

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

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

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


                                       11
<PAGE>
               (vi)     a guaranteed investment contract approved by each of the
          Rating  Agencies  and  issued  by  an  insurance  company  or  other
          corporation  having  a  long term unsecured debt rating in the highest
          available  rating  category of each of the Rating Agencies at the time
          of  such  investment;

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

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

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

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

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

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


                                       12
<PAGE>
          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  3-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 Bond Insurer, or if a Bond
          Insurer  Default  exists, the Holders of at least 25% of the aggregate
          Bond  Principal  Balance  of  the  Outstanding Bonds, a written notice
          specifying  such  default  or incorrect representation or warranty and
          requiring  it  to be remedied and stating that such notice is a notice
          of  default  hereunder;  or

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

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


                                       13
<PAGE>
          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 Group 1
          -------------------------------
Bonds  and  Group  2 Bonds, the Payment Date in October 2034 and with respect to
each Class of Group 3 Bonds, the Payment Date in August 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.

          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


                                       14
<PAGE>
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  and any
          payments  made by the Seller pursuant to the Demand Note in respect of
          Loan Group 1 (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,  Subsequent Recoveries and REO Proceeds) received during the
          related Prepayment Period to the extent applied by the Master Servicer
          as  recoveries  of  principal  or interest of the related Group 1 Loan
          pursuant  to  the  Servicing  Agreement;  and

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

               (v)     any  prepayment  charges  related  to  the Group 1 Loans;

          minus
          -----


                                       15
<PAGE>
               (vi)     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;

               (vii)     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;

               (viii)     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;

               (ix)     the  related  Net  Derivative  Fee;

               (x)     the  Premium  Amount with respect to the Class 1-A Bonds;
          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  Bond.
          --------------

          Group  1  Cut-off  Date  Balance:  $626,691,402.37.
          --------------------------------

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

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

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

          Group1/2  Derivative  Contracts:  The  Confirmation  together with the
          -------------------------------
associated  ISDA Master Agreement with respect to the three Derivative Contracts
between  the  Seller and the Derivative Contract Counterparty for the benefit of
the  Group 1 Bonds, the Group 2 Bonds and the Certificates, set forth in Exhibit
E  of  the  Indenture.

          Group  1/2 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


                                       16
<PAGE>
Date  to  the  Issuer  from the Derivative Contract Counterparty pursuant to the
Group  1/2  Derivative  Contracts, over (b) the aggregate amount payable on that
Payment  Date  to  the  Derivative  Contract  Counterparty  under  the Group 1/2
Derivative  Contracts,  in  each  case  as  described  in Section 8.02(c) of the
Indenture.

          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  and any
          payments  made by the Seller pursuant to the Demand Note in respect of
          Loan Group 2 (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 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,  Subsequent Recoveries and REO Proceeds) received during the
          related Prepayment Period to the extent applied by the Master Servicer
          as  recoveries  of  principal  or interest of the related Group 2 Loan
          pursuant  to  the  Servicing  Agreement;  and

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

               (v)     any  prepayment  charges  related  to  the Group 2 Loans;

          minus
          -----

               (vi)     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;


                                       17
<PAGE>
               (vii)     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;

               (viii)     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;

               (ix)     the  related  Net  Derivative  Fee;

               (x)     the Premium Amount with respect to the Group 2 Bonds; 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  2  Bond:  A  Class  2-A-1  Bond  or  Class  2-A-2  Bond.
          --------------

          Group  2  Cut-off  Date  Balance:  $853,701,241.62.
          --------------------------------

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

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

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

          Group  3 Available Funds: With respect to any Payment Date, the sum of
          ------------------------
the following, in each case with respect to the Group 3 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  3 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);


                                       18
<PAGE>
               (ii)     all  proceeds of any Group 3 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 3 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  3 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  3 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 3
          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 3 Bond: A Class 3-A, Class 3-M-1, Class 3-M-3 or Class 3-B Bond.
          ------------

          Group  3  Cut-off  Date  Balance:  $100,999,397.97.
          --------------------------------

          Group  3  Derivative  Contracts:  The  Confirmation  together with the
          -------------------------------
associated  ISDA  Master Agreement with respect to the four Derivative Contracts
between  the  Seller and the


                                       19
<PAGE>
Derivative  Contract  Counterparty  for the benefit of the Group 3 Bonds and the
Certificates,  set  forth  in  Exhibit  E  of  the  Indenture.

          Group  3  Loan:  A  Mortgage  Loan in Loan Group 3. All of the Group 3
          --------------
Loans  are  Multifamily  Loans.

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

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

          Group  3  Overcollateralization  Target  Amount:  With  respect to any
          -----------------------------------------------
Payment  Date  prior  to the Group 3 Stepdown Date, 5.35% of the Group 3 Cut-off
Date  Balance. With respect to any Payment Date on or after the Group 3 Stepdown
Date, the greater of (i) 10.70% of the aggregate Stated Principal Balance of the
Group  3  Loans  as  of the end of the related Due Period, and (ii) 0.50% of the
Group  3  Cut-off  Date  Balance; provided however, that on or after the Group 3
Stepdown  Date,  if  a  Group  3  Trigger  Event  is  in  effect,  the  Group  3
Overcollateralization Target Amount will be equal to such amount on the previous
Payment  Date.

          Group  3  Principal  Distribution Amount: For any Payment Date and the
          ----------------------------------------
Group  3  Loans,  the sum of (a) the related Basic Principal Distribution Amount
and  (b)  the  related  Overcollateralization  Increase  Amount.

          Group  3  Stepdown  Date:  The  later to occur of (x) the Payment Date
          ------------------------
occurring in October 2011 and (y) the first Payment Date for which the aggregate
Stated  Principal Balance of the Group 3 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 3 Cut-off Date
Balance.

          Group  3  Trigger  Event: A Trigger Event is in effect with respect to
          ------------------------
any Payment Date with respect to the Group 3 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 3
          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


                                       20
<PAGE>
          last  day  of  the  preceding  calendar  month  exceeds  16.00% of the
          aggregate  Stated  Principal  Balance  of  the  Group  3  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 3 Loans from the Cut-off Date,
          through  the  end  of  the  calendar  month immediately preceding such
          Payment  Date  exceeds 5.75% of the Group 3 Cut-off Date Balance, plus
          an  additional 1/12th of 0.75% of the Group 3 Cut-off Date Balance for
          each  Payment  Date  after  the 85th Payment Date to and including the
          96th  Payment Date, (b) in the case of any Payment Date after the 96th
          Payment  Date  and on or before the 108th Payment Date, the cumulative
          amount  of  Realized  Losses from the Cut-off Date, through the end of
          the  calendar  month  immediately  preceding such Payment Date exceeds
          6.50%  of  the Group 3 Cut-off Date Balance, plus an additional 1/12th
          of  1.00%  of  the  Group 3 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 3
          Cut-off  Date Balance, plus an additional 1/12th of 0.75% of the Group
          3  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  3  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.

          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 September 29, 2004, between the
          ---------
Issuer  and the Indenture Trustee, relating to the Impac CMB Trust Series 2004-8
Bonds.


                                       21
<PAGE>
          Indenture  Trustee:  Deutsche  Bank  National  Trust  Company, and its
          ------------------
successors  and assigns or any successor indenture trustee appointed pursuant to
the  terms  of  the  Indenture.

          Indenture Trustee's Fee: With respect to any Payment Date, one month's
          -----------------------
interest  accrued  at  the  Indenture Trustee's Fee Rate on the Stated Principal
Balance  of  each  Mortgage  Loan as of the first day of the related Due Period.

          Indenture  Trustee's  Fee  Rate:  A  rate  equal to 0.0010% 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 Bonds,
          --------------------------------
$635,985,000,  with respect to the Class 2-A-1 Bonds, $745,195,000, with respect
to  the  Class  2-A-2  Bonds, $121,312,000, with respect to the Class 3-A Bonds,
$62,659,000,  with  respect  to  the  Class 3-M-1 Bonds, $6,316,000, Class 3-M-2
Bonds, $9,601,000 and with respect to the Class 3-B Bonds, $19,202,000.

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

          Initial  Subservicers:  With  respect  to  substantially  all  of  the
          ---------------------
Mortgage Loans in Loan Group 1 and Loan Group 2, GMAC Mortgage Corporation. With
respect  to  all  of  the Mortgage Loans in Loan Group 3, Midland Loan Services,
Inc.

          Insurance Agreement: The Insurance and Indemnity Agreement dated as of
          -------------------
September  29, 2004, among the Master Servicer, the Depositor, the Issuer, Impac
Holdings,  the  Indenture Trustee and the Bond Insurer, including any amendments
and  supplements  thereto.


                                       22
<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.

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

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

          Interest Determination Date: With respect to the first Accrual Period,
          ---------------------------
the  second  LIBOR  Business Day preceding the Closing Date, and with respect to
each  Accrual  Period  thereafter,  the  second LIBOR Business Day preceding the
related Payment Date on which such Accrual Period commences.

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

          IRS:  The  Internal  Revenue  Service.
          ---

          Issuer:  Impac CMB Trust Series 2004-8, a Delaware statutory trust, or
          ------
its  successor  in  interest.

          Issuer  Request:  A written order or request signed in the name of the
          ---------------
Issuer by any one of its Authorized Officers and approved in writing by the Bond
Insurer,  so  long  as  no  Bond  Insurer  Default  exists, and delivered to the
Indenture  Trustee.

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

          Lien:  Any mortgage, deed of trust, pledge, conveyance, hypothecation,
          ----
assignment,  participation, deposit arrangement, encumbrance, lien (statutory or
other),  preference,  priority  right or interest or other security agreement or
preferential  arrangement  of  any kind or nature whatsoever, including, without
limitation,  any  conditional  sale  or  other  title  retention  agreement, 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.


                                       23
<PAGE>
          Liquidated  Mortgage  Loan:  With  respect  to  any  Payment Date, any
          --------------------------
Mortgage  Loan  in  respect  of  which  the  Master  Servicer has determined, in
accordance  with  the servicing procedures specified in the Servicing Agreement,
as  of  the  end  of  the  related Due Period that substantially all Liquidation
Proceeds  which it reasonably expects to recover with respect to the disposition
of the related Mortgaged Property or REO Property have been recovered.

          Liquidation  Expenses:  Out-of-pocket expenses (exclusive of overhead)
          ---------------------
which  are  incurred  by  or  on  behalf  of the Master Servicer, or any Special
Servicer  on the Master Servicer's behalf, in connection with the liquidation of
any  Mortgage  Loan  and not recovered under any insurance policy, such expenses
including,  without limitation, legal fees and expenses, any unreimbursed amount
expended (including, without limitation, amounts advanced to correct defaults on
any  mortgage  loan  which  is senior to such Mortgage Loan, amounts advanced to
keep current or pay off a mortgage loan that is senior to such Mortgage Loan and
Disposition  Fees)  respecting  the  related  Mortgage  Loan and any related and
unreimbursed  expenditures  for  real  estate  property  taxes  or  for property
restoration, preservation or insurance against casualty loss or damage.

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

          Loan  Group:  Any  of  Loan  Group  1,  Loan  Group 2 or Loan Group 3.
          -----------

          Loan  Group  1:  The  Group  1  Loans.
          --------------

          Loan  Group  2:  The  Group  2  Loans.
          --------------

          Loan  Group  3:  The  Group  3  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.


                                       24
<PAGE>
          Master  Servicer: Impac Funding Corporation, a California corporation,
          ----------------
and  its  successors  and  assigns.

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

          Master  Servicing  Fee Rate: With respect to any Mortgage Loan, 0.030%
          ---------------------------
per  annum.

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

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

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

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

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

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

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

          Monthly  Payment: With respect to any Mortgage Loan (including any REO
          ----------------
Property) and any Due Date, the payment of principal and interest due thereon in
accordance  with the 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.


                                       25
<PAGE>
          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 three groups, Loan Group 1, Loan Group 2
and  Loan  Group  3.  The  aggregate  Cut-off Date Principal Balance is equal to
$1,581,392,041.96.

          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 Mortgage Loans
as  of the Cut-off Date is the schedule set forth in Exhibit B of the Indenture,
which  schedule  sets  forth  as  to  each  Mortgage  Loan:

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

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

               (iii)     the  original  Mortgage Rate and current Mortgage Rate;

               (iv)     the  maturity  date;

               (v)     the  original  principal  balance;

               (vi)     the  first  Payment  Date;

               (vii)     the  type  of  Mortgaged  Property;

               (viii)     the  Monthly Payment in effect as of the Cut-off Date;

               (ix)     the  Cut-off  Date  Principal  Balance;

               (x)     the  Index,  the Maximum Rate, Minimum Rate, Lifetime Cap
          and  the  Gross  Margin,  if  applicable;

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

               (xii)     the  occupancy  status;

               (xiii)     the  purpose  of  the  Mortgage  Loan;


                                       26
<PAGE>
               (xiv)     the  Appraised  Value  of  the  Mortgaged  Property;

               (xv)     the  original  term  to  maturity;

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

               (xvii)     the  Loan-to-Value  Ratio;

               (xviii)     whether  such  Mortgage  Loan  is a Group 1 Loan or a
          Group  2  Loan;

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

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

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

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

          Mortgage  Rate:  With  respect  to  any  Mortgage Loan and any date of
          --------------
determination,  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 3 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


                                       27
<PAGE>
Counterparty  in  respect of the Derivative Contracts, other than any Additional
Derivative  Contract Counterparty Payment, over (b) the aggregate amount payable
on  that  Payment  Date  to the Issuer from the Derivative Contract Counterparty
pursuant  to  the  Derivative  Contracts.

          Net  Derivative  Fee  Rate:  With  respect  to  any  Payment Date, the
          --------------------------
fraction,  expressed as a rate per annum, equal to (x) the Net Derivative Fee on
such  Payment  Date  related to Loan Group 1, Loan Group 2 and Loan Group 3 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 and (C) any
amounts  payable  from  the related Derivative Contracts as described in Section
3.05  of  the  Indenture.

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

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

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

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

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


                                       28
<PAGE>
          In  the event that on any Interest Determination Date, Telerate Screen
3750  fails  to  indicate the London interbank offered rate for one-month United
States  dollar  deposits,  then One-Month LIBOR for the related Interest Accrual
Period  will  be  established  by  the  Indenture  Trustee  as  follows:

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

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

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

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

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

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

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

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

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

          Outstanding  Mortgage  Loan:  As  to  any  Due  Date,  a Mortgage Loan
          ---------------------------
(including  an REO Property) which was not the subject of a Principal Prepayment
in  Full,  Cash  Liquidation  or


                                       29
<PAGE>
REO Disposition and which was not purchased, deleted or substituted for prior to
such  Due  Date  pursuant  to  the  Servicing  Agreement.

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

          Overcollateralization  Increase  Amount:  With  respect to any Payment
          ---------------------------------------
Date  and  each  Loan  Group,  the  lesser of (i) the related Net Monthly Excess
Cashflow  for  such  Payment  Date but, with respect to the Group 1 Loans, after
payments  to  the  Bond Insurer in respect of clause (ii) of Section 3.05(d) and
with respect to the Group 2 Loans, after payments to the Bond Insurer in respect
of  clause  (ii)  of  Section  3.05(h)  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  100% of the related Principal
Remittance  Amount  is applied as a principal payment on such Payment Date) over
(ii)  the  related  Overcollateralization  Target  Amount for such Payment Date.

          Overcollateralization  Target  Amount:  The  Group  1
          -------------------------------------
Overcollateralization Target Amount, Group 2 Overcollateralization Target Amount
or  Group  3  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, unscheduled
collections  of  principal  received  during  the  related Prepayment Period and
Realized  Losses  on  the  related  Mortgage  Loans  incurred during the related
Prepayment  Period),  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.


                                       30
<PAGE>
          Owner  Trustee's  Fee: With respect to any Payment Date the product of
          ---------------------
(i)  the  Owner  Trustee's  Fee Rate divided by 12 and (ii) the aggregate Stated
Principal  Balance  of the Mortgage Loans as of the first day of the related Due
Period.

          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.

          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.  Sec.  2510.3-101.

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

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


                                       31
<PAGE>
          Preference  Amount:  With  respect  to  the Class 1-A, Class 2-A-1 and
          ------------------
Class 2-A-2 Bonds, any amount previously distributed to a Class 1-A, Class 2-A-1
or  Class  2-A-2  Bondholder that is recoverable and sought to be recovered as a
voidable  preference  by  a  trustee in bankruptcy pursuant to the United States
Bankruptcy  Code,  as  amended  from  time  to  time, in accordance with a final
nonappealable  order  of  a  court  having  competent  jurisdiction.

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

          Prepayment  Assumption:  A  Prepayment Assumption of 100% assumes, (i)
          ----------------------
with  respect  to  the  Group  1  Loans and Group 2 Loans, 30% CPR and (ii) with
respect  to  the Group 3 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.

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

          Prepayment  Period:  With respect any Payment Date, the calendar month
          ------------------
immediately  preceding  the  month  in  which  such  payment  occurs.

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

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

          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.


                                       32
<PAGE>
          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  September  28, 2004,
          ----------
together with the attached Prospectus, dated September 28, 2004.

          Purchase  Price:  The  meaning  specified  in  Section  2.2(a)  of the
          ---------------
Mortgage  Loan  Purchase  Agreement.

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

          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.
          ------


                                       33
<PAGE>
          Radian  Lender-Paid  PMI  Policy:  A  lender-paid  primary  mortgage
          --------------------------------
insurance  policy  issued  by  Radian in accordance with a March 29, 2002 letter
between  the  Seller  and  Radian.

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

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

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

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

          Realized Loss: With respect to each Mortgage Loan (or REO Property) as
          -------------
to which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than  zero)  equal  to (i) the Stated Principal Balance of the Mortgage Loan (or
REO  Property)  as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest  (and  REO  Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Bondholders up to the
last  day  of  the  month  in  which  the  Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding  during each Due Period that such interest was not paid or advanced,
minus  (iii)  the proceeds, if any, received during the month in which such Cash
Liquidation  (or  REO Disposition) occurred, to the extent applied as recoveries
of  interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of  the  portion  thereof reimbursable to the Master Servicer or any Subservicer
with  respect to related Advances or expenses as to which the Master Servicer or
any  Subservicer is entitled to reimbursement thereunder but 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


                                       34
<PAGE>
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.

          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


                                       35
<PAGE>
proceeds  are required to be deposited into the Collection Account only upon the
related  REO  Disposition.

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

          Repurchase  Event:  With  respect  to  any Mortgage Loan, either (i) a
          -----------------
discovery  that,  as  of  the  Closing Date the related Mortgage was not a valid
first  lien  or  second  lien (as applicable) on the related Mortgaged Property,
subject  to  no  other  liens  except  (A)  the  lien of real property taxes and
assessments  not  yet  due  and  payable,  (B)  covenants,  conditions,  and
restrictions,  rights of way, easements and other matters of public record as of
the  date  of  recording  of  such  Mortgage  and  such  other permissible title
exceptions  as  are permitted and (C) other matters to which like properties are
commonly  subject  which  do  not  materially  adversely  affect the value, use,
enjoyment  or  marketability  of  the  related  Mortgaged  Property or (ii) with
respect  to  any  Mortgage  Loan  as  to  which the Seller delivers an affidavit
certifying  that  the  original  Mortgage  Note  has  been  lost or destroyed, a
subsequent  default  on  such Mortgage Loan if the enforcement thereof or of the
related  Mortgage  is  materially  and adversely affected by the absence of such
original  Mortgage  Note.

          Repurchase  Price:  With  respect  to any Mortgage Loan required to be
          -----------------
repurchased  on  any  date  pursuant  to the Mortgage Loan Purchase Agreement or
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 Mortgage Loan of
any  predatory-lending  law.

          Reserve  Interest  Rate:  With  respect  to any Interest Determination
          -----------------------
Date,  the rate per annum that the Indenture Trustee determines to be either (i)
the  arithmetic mean (rounded upwards if necessary to the nearest whole multiple
of  0.0625%)  of the one-month United States dollar lending rates which New York
City  banks  selected  by  the  Indenture  Trustee  are  quoting on the relevant
Interest  Determination Date to the principal London offices of leading banks in
the  London interbank market or (ii) in the event that the Indenture Trustee can
determine  no  such  arithmetic  mean, the lowest one-month United States dollar
lending  rate  which  New  York City banks selected by the Indenture Trustee are
quoting  on  such  Interest  Determination  Date  to  leading  European  banks.

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

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


                                       36
<PAGE>
          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 September 29,
          -------------------
2004,  among  the  Master  Servicer,  the  Issuer  and  the  Indenture  Trustee.

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

          Servicing  Default:  The  meaning  assigned  in  Section  6.01  of the
          ------------------
Servicing  Agreement.

          Servicing  Fee:  The  sum  of  the  Master  Servicing  Fee  and  the
          --------------
Subservicing  Fee.

          Servicing  Fee  Rate: The sum of the Master Servicing Fee Rate and the
          --------------------
related  Subservicing  Fee  Rate.

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


                                       37
<PAGE>
          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,  with the consent of the Bond Insurer, which consent shall not
be  unreasonably  withheld, for the purposes of servicing the Specially Serviced
Mortgage  Loans;  provided,  however, that the consent of the Bond Insurer shall
not  be  necessary  in connection with the appointment of Midland Loan Services,
Inc.  as  initial  Special  Servicer  of  the  Multifamily  Loans.

          Specially  Serviced  Mortgage  Loan:  Subject  to  Section 3.23 of the
          -----------------------------------
Servicing  Agreement,  any  Group  3  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  or  the Bond
          Insurer, has occurred and remained unremedied for the applicable grace
          period  specified  in  such  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 and the Bond Insurer for purposes of
          this  definition;  or

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

          A  Group  3  Loan will cease to be a Specially Serviced Mortgage Loan:


                                       38
<PAGE>
               (a)     with respect to the circumstances described in clause (a)
          above,  when  the  related  Mortgagor  has  brought  such Group 3 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 3 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 Sec.Sec.3801 et seq., as the same may be amended from time to time.
   ---                    -- ---

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


                                       39
<PAGE>
          Subsequent  Recoveries:  Additional  recoveries,  net  of reimbursable
          ----------------------
expenses,  with  respect  to Mortgage Loans that have been previously liquidated
and  that  resulted  in  a  Realized  Loss.

          Subservicer: Any Person with whom the Master Servicer has entered into
          -----------
a  Subservicing  Agreement  as a Subservicer and acceptable to the Bond Insurer,
including  the  Initial  Subservicers.

          Subservicing Account: An Eligible Account established or maintained by
          --------------------
a  Subservicer  as  provided  for in Section 3.06(e) of the Servicing Agreement.

          Subservicing  Agreement:  The  written  contract  between  the  Master
          -----------------------
Servicer and any Subservicer relating to servicing and administration of certain
Mortgage  Loans  as  provided  in  Section  3.02  of  the  Servicing  Agreement.

          Subservicing  Fee:  With respect to each Mortgage Loan and any Payment
          -----------------
Date, the fee payable monthly to the related subservicer in respect of servicing
compensation  that  accrues at an annual rate equal to the Subservicing Fee Rate
multiplied  by  the  Stated  Principal  Balance  of such Mortgage Loan as of the
related  Due  Date  in  the  related  Due  Period.

          Subservicing  Fee  Rate:  On each adjustable rate Group 1 Loan, a rate
          -----------------------
equal to 0.375% per annum.  On each fixed rate second lien Group 1 Loan or Group
2  Loan, a rate equal to 0.750% per annum. On each Group 3 Loan, a rate equal to
0.148%  per  annum,  with  such  rate  increasing  to  0.750%  per annum for any
multifamily  loan  that  becomes  a  Specially  Serviced  Multifamily  Loan.

          Substitution  Adjustment  Amount:  With  respect  to  any  Eligible
          --------------------------------
Substitute Mortgage Loan, the amount as defined in Section 2.03 of the Servicing
Agreement.

          Telerate  Screen Page 3750: The display designated as page 3750 on the
          --------------------------
Telerate  Service  (or  such other page as may replace page 3750 on that service
for  the  purpose  of displaying London interbank offered rates of major banks).

          Treasury  Regulations:  Regulations,  including  proposed or temporary
          ---------------------
Regulations,  promulgated  under  the  Code.  References  herein  to  specific
provisions  of  proposed  or  temporary  regulations  shall  include  analogous
provisions  of  final  Treasury  Regulations  or  other  successor  Treasury
Regulations.

          Trust: The Impac CMB Trust Series 2004-8 to be created pursuant to the
          -----
Trust  Agreement.

          Trust  Agreement: The Amended and Restated Trust Agreement dated as of
          ----------------
September  29,  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.


                                       40
<PAGE>
          Trust  Indenture  Act  or  TIA:  The  Trust  Indenture Act of 1939, as
          ------------------------------
amended from time to time, as in effect on any relevant date.

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

          Underwriters:  Bear,  Stearns  &  Co.  Inc.,  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.


                                       41
<PAGE>