Common use of Supplemental Indentures Without Consent of Bondholders Clause in Contracts

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDEDprovided, HOWEVERhowever, 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 and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDEDprovided, HOWEVERhowever, 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.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating AgenciesAgencies and the Bond Insurer, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating AgenciesAgencies 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.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and but with the prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBondholders, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may amend this Indenture or enter into one or more Terms Indentures or 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 Trusteehereto, for any of the following purposes: (i1) to correct or and 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;; or (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Series, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; or (3) to set forth the terms of, and security for, any Series that has not theretofore been authorized by a Terms Indenture; or (4) to amend Section 2.10, but only with respect to a Series that has not theretofore been authorized by a Terms Indenture; or (5) to evidence the succession, in compliance with the applicable provisions hereofherein, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Bonds contained;Bonds; or (iii6) to add to the covenants of the IssuerIssuer or the Indenture Trustee, for the benefit of the Holders of the BondsHolders, or to surrender any right or power herein conferred upon the Issuer;; or (iv7) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;; or (v) 8) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be defective or inconsistent with any other provision herein provisions herein, or in any supplemental indenture; (vi) to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedIndenture, provided that such action shall not materially and adversely affect the interests of any of the Holders of the Bonds;affected Series; or (vii9) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds one or more Series 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 hereofSection 6.10 or 6.13; or (viii10) to modify, eliminate or add to the provisions of modify this Indenture to such the extent as shall be necessary to effect the Indenture Trustee's qualification of this Indenture under the TIA Trust Indenture Act or under to comply with the requirements of the Trust Indenture Act; or (11) if one or more REMIC elections have been made with respect to any similar federal statute hereafter enacted and Series, either (x) to add to this Indenture relax or eliminate any requirement hereunder imposed by the REMIC Provisions (if the REMIC Provisions are amended or clarified such other provisions as that any such requirement may be expressly required by the TIA; PROVIDEDrelaxed or eliminated), HOWEVER, provided that no such indenture supplements action shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement not materially 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 interests of any of the Bonds as indebtedness for Holders of the affected Series, or (y) to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax purposeslaws or any such proposed action which, if made effective, would apply retroactively to any related REMIC Pool at least from the effective date of such amendment, insofar as such compliance is necessary to preserve the status of any related REMIC Pool as a REMIC, to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would arise from any actions taken with respect to the operation of any related REMIC Pool. The Indenture Trustee is hereby authorized to join in the execution of any such amendment, Terms Indenture or supplemental indenture and to make any further appropriate agreements and stipulations that which may be therein contained. (b) contained or required. In connection with any such amendment or supplemental indenture, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel generally to the effect that such amendment will not adversely affect the federal income tax status of the Issuer or of the Trust Estate for any Series affected thereby. The Issuer Indenture Trustee may, in its discretion, elect not to join in the execution of any amendment or supplemental indenture if it determines that any such amendment or supplemental indenture materially and adversely affects the rights, duties, liabilities and immunities of the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating Agencies, 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 reasonably satisfactory to the Indenture TrusteeTrustee and the Bond Insurer, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Indenture 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; PROVIDEDprovided, HOWEVERhowever, that no such supplemental 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 supplemental indenture supplement will not (A) result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 1.1001.3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposespurposes or (B) cause the Trust to be subject to an entity level tax. 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, 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; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of CounselCounsel (or, in the alternative, with respect to clause (i) is permitted ), as evidenced by this Indenture, and shall not a rating letter confirming the existing ratings on the Bonds (iiwithout taking into account the Bond Insurance Policy)) (i) adversely affect in any material respect the interests of any Bondholder or (iiiii) if 100% of the Certificates are not owned by IMH Assets Corp.NCFC or if the Bond Insurance Policy is outstanding, cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating AgenciesAgencies and the Bond Insurer, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDEDprovided, HOWEVERhowever, 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 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 AgenciesAgencies 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; PROVIDEDprovided, HOWEVERhowever, 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.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, the Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of issue, authentication and delivery of the Bonds; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii4) to add to the covenants of the Issuer, Issuer or the Trustee for the benefit of the Holders of the Bonds, Bonds or to surrender any right or power herein conferred upon the Issuer; (iv5) to convey, transfer, assign, mortgage assign or pledge any property to or with the Indenture Trustee; (v6) to cure any ambiguity, to amend, correct or supplement any provision herein or in any supplemental indenture that may be defective, ineffective or inconsistent with any other provision herein or in any supplemental indenture; (vi) , or to make any other provisions with respect to matters or questions arising under relating to this Indenture or in any supplemental indenture; provided, provided that such action shall not materially and adversely affect the interests of the Holders of the Outstanding Bonds; (vii7) to provide for the issuance of Bonds in bearer form with coupons ("Bearer Bonds") and for the exchangeability of Bearer Bonds and Bonds issued in registered form ("Registered Bonds"); any such supplemental indenture may also contain any provisions as may in the Issuer's judgment be necessary, appropriate or convenient (a) to permit the Bonds to be issued and sold to or held in bearer form by non-United States Persons, (b) to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Bonds, (c) to comply, or facilitate compliance, with other applicable laws or regulations, (d) to provide for usual and customary provisions for communication (by notice publication, maintenance of lists of holders of Bearer Bonds who have provided names and addresses for such purpose, or otherwise) with holders of Bearer Bonds, or (e) to otherwise effectuate provisions for the issuance of Bearer Bonds and their exchangeability with Registered Bonds; (8) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, pursuant to the requirements of Article VI Section 7.11 or 7.12 hereof; or; (viii9) 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 TIA, or under any similar federal statute hereafter enacted or to conform the provisions of this Indenture to TIA, as amended from time to time, and to add to this Indenture such other provisions as may be expressly required by TIA; (10) to amend the TIAprovisions of Article XIII in accordance with Section 13.03 thereof; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless or (11) to provide for 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" maintenance of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect rating on the status Bonds, at the option 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 containedIssuer. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without In addition to any supplemental indenture otherwise authorized or permitted by this Indenture, the Company when authorized by Resolution and the Trustee from time to time and at any time, subject to the conditions and restrictions in this Indenture contained, and without the consent of the Holders of any Bonds but with prior or notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to timebondholders, may enter into execute an indenture or indentures supplemental hereto, and which thereafter shall form a part hereof, for any 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 or all of the following purposes: (ia) To add to correct the conditions, limitations and restrictions of the authorized amount, terms, provisions, purposes of issue, authentication and delivery of Bonds specified herein, other conditions, limitations and restrictions thereafter to be observed with respect to the Bonds or amplify any one or more series thereof; (b) To add to the description covenants and agreements of the Company in this Indenture contained, other covenants and agreements thereafter to be observed; (c) To provide for the creation of any property at series of Bonds pursuant to Articles IV, V or VI; (d) To evidence the succession of another corporation to the Company, or successive successions, and the assumption by a successor corporation of the covenants and obligations of the Company and the acceptance by the successor corporation of the provisions in the Bonds hereby secured and in this instrument and in any time and every supplemental indenture contained; (e) To convey, transfer and assign to the Trustee, and to. subject to the lien of this Indenture, with the same force and effect as though included in the Granting Clauses hereof, additional properties, permits and franchises hereafter acquired by the Company through consolidation or better to assuremerger, convey and confirm unto the Indenture Trustee or by purchase or in any property subject or required to be subjected to the lien of this Indentureother manner whatsoever; (f) To cure any ambiguity, or to subject to the lien of cure, correct or supplement any defect or inconsistent provision contained in this Indenture additional propertyinstrument or any indenture supplemental hereto; (iig) to evidence the succession, in compliance with the applicable provisions hereof, of another person To make this Indenture conform to the Issuer, and the assumption by any such successor Trust Indenture Act of the covenants of the Issuer herein and in the Bonds contained; (iii) 1939 or similar legislation or otherwise to add to the covenants duties and obligations of the IssuerTrustee, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any but no such 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 which shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions duties and obligations of this Indenture to such extent as the Trustee hereunder shall be necessary to effect made without the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture 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" written consent 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 containedTrustee. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the IssuerIssuer to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii4) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, all Bonds or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein herein, or in any supplemental indenture; (vi) to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedIndenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially and adversely affect in any material respect the interests of the Holders of the Bonds; and provided, further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the Holders of the Bonds if the Person requesting the amendment obtains letters from the Rating Agencies that the amendment would not result in the downgrading or withdrawal of the ratings then assigned to 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 (viii6) 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 enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agenciesof any Series, the Issuer Depositor 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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;; or (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of issue, authentication and delivery of any Series of Bonds; or (3) to set forth the terms of, and security for, any Series that has not theretofore been authorized by a Series Supplement; or (4) to amend any provision of this Indenture in connection with the creation of any Series or Class but only with respect to a Series or Class that has not theretofore been authorized by a Series Supplement and only insofar as any such amendment does not adversely affect any Outstanding Series or Class; or (5) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the IssuerDepositor to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer Depositor herein and in the Bonds contained;; or (iii6) to add to the covenants of the IssuerDepositor or the Trustee, for the benefit of the Holders of all Bonds or the BondsBonds of any Series, or to surrender any right or power herein conferred upon the Issuer;Depositor; or (iv7) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;; or (v) 8) to cure any ambiguity, to amend, correct or supplement any provision herein or in any supplemental indenture that may be defective, ineffective or inconsistent with any other provision herein or in any supplemental indenture; (vi) to make , or amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indentureIndenture; provided, provided that such action shall not materially and adversely affect the interests of the Holders of the Bonds;Outstanding Bonds of any Series or Class; or (vii9) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Trustee with respect to the one or more Series of 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 trusteeTrustee, pursuant to the requirements of Article VI Section 7.11 or 7.12 hereof; or (viii10) 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 or to conform the provisions of this Indenture to the TIA, as amended from time to time, and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and , but the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice Trustee shall not be obligated to the Rating Agencies, enter into an any such supplemental indenture that affects the Trustee's own rights, duties, liabilities or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, immunities under this Indenture or of modifying otherwise except to the extent required by law. The Trustee may in any manner its discretion determine whether or not the rights of the Holder of Bonds of a particular Series would be adversely affected by any supplemental indenture and any such determination shall be conclusive upon the Holders of all Bonds, whether theretofore or thereafter authenticated and delivered hereunder. In making such determination, a supplemental indenture shall be conclusively deemed by the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, Trustee not to adversely affect a particular Series if (i) is permitted the Trustee receives a letter or other writing from each Rating Agency rating the Series to the effect that execution of the supplemental indenture will not result in any change in the current rating assigned by this Indenture, that Rating Agency to the Series and shall not (ii) adversely affect the supplemental indenture effects no change in any material respect principal priority schedules, interest rates, Redemption and Special Redemption prices, substitution of Mortgage Collateral, Payment Dates, Record Dates, Accounting Dates, terms of Optional and Special Redemption, the interests application of any Bondholder or (iii) if 100% Surplus to the payment of the Certificates are Series or other payment terms established by the Series Supplement for the Series. The Trustee shall not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax liable for federal income tax purposesany such determination made in good faith.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDEDprovided, HOWEVERhowever, 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 and but with the prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDEDprovided, HOWEVERhowever, 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.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the IssuerIssuer to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii4) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, all Bonds or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein herein, or in any supplemental indenture; (vi) to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedIndenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially and adversely affect in any material respect the interests of the Holders of the Bonds; (vii) ; and provided, further, that the amendment shall not be deemed to evidence and provide for adversely affect in any material respect the acceptance interests of the appointment hereunder by a successor trustee with respect Holders of the Bonds if the Person requesting the amendment obtains letters from the Rating Agencies that the amendment would not result in the downgrading or withdrawal of the then current ratings then assigned 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 hereofBonds; or (viii6) 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 enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, 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)hereto, in form reasonably 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 IndentureCollateral, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this IndentureCollateral, or to subject to the lien 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 applicable successor of the covenants of the Issuer herein and in the Bonds containedBonds; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the BondsBondholders, 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 for the benefit of the Bondholders and the Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture; (vi) offering document used in connection with the initial offer and sale of Bonds or to make any other provisions with respect to matters or questions arising under this Indenture or which will not be inconsistent with other provisions of this Indenture; so long as (i) such action does not, as evidenced by an Opinion of Counsel, adversely affect in any supplemental indenture; provided, that such action shall not materially and adversely affect material respect the interests of any Bondholder and (ii) the Holders of the BondsRating Agency Condition has been satisfied; (viivi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds Trustee 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 trusteeTrustee, pursuant to the requirements of Article VI hereof; orVI; (viiivii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to provide for Definitive Bonds or 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; PROVIDEDor (viii) to authorize the appointment of any Fiduciary for any Tranche of Bonds required or advisable in connection with the listing of any Tranche on any stock exchange, HOWEVERand otherwise to amend this Indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority or Fiduciary for any Tranche in connection with that listing; provided, however, that no such indenture supplements shall Supplemental Indenture (i) may materially adversely affect the interest of any Bondholder and (ii) will be entered into permitted unless the Indenture Trustee shall have received an Opinion of Counsel as is delivered to the enforceability of any such indenture supplement and Trustee to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement Supplemental Indenture will not result in a "substantial modification" of cause the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness Issuer to be characterized for federal income tax purposespurposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse impact on the federal income taxation of any Bonds Outstanding or any Bondholder. A Supplemental Indenture shall be deemed not to materially adversely affect the interests of any Bondholder if (i) the Person requesting such Supplemental Indenture obtains and delivers to the Trustee an Opinion of Counsel to that effect or (ii) the Rating Agency Condition is satisfied. (b) The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture 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 maybe therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with and prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDEDprovided, HOWEVERhowever, 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 and but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDEDprovided, HOWEVERhowever, 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.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, the Issuer and the Indenture TrusteeIssuer, when authorized by an Issuer Requesta resolution and the Trustee may, at any time subject to the provisions of Sections 14.06 and 14.07, from time to time, may time enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as or in force at the date of the execution thereof)amendment hereof, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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;; or (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue of the Bonds; or (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person corporation to the Issuer, Issuer and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained;; or (iii4) to add to the covenants of the Issuer, Issuer or the Users for the benefit of the Holders of Bonds and to make the Bondsoccurrence, or the occurrence and continuance, of a default in any of such additional covenants an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture; provided, however, that with respect to any such covenant, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (5) to surrender any right or power herein conferred upon the Issuer;Issuer or the Users; or (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v6) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions provisions, with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedIndenture, that which shall not be inconsistent with the provisions of this Indenture, provided such action shall not materially and adversely affect the interests of the Holders of the Bonds;; or (vii7) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee make further provisions with respect to the Bonds administration and to add to or change any operation of the provisions Book-Entry System and the transfer, payment, selection for redemption and redemption 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 hereofBonds in accordance therewith; or (viii8) to secure or maintain ratings from a Rating Agency, provided that (i) the changes necessary to obtain or secure such ratings do not adversely affect the interests of the Holders of the Bonds and (ii) the Trustee and the Issuer receive an Opinion of Bond Counsel to the effect that such changes are permitted by applicable law and will not cause interest on the Bonds referenced in said Opinion to become Taxable; or (9) to modify, eliminate amend or add to the provisions of supplement this Indenture in such manner as to such extent as shall be necessary to effect permit the qualification of this Indenture hereof under the TIA Trust Indenture Act of 1939 or under any similar federal statute hereafter enacted and in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States, and, if they so determine, to add to this Indenture such other terms, conditions and provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests said Trust Indenture Act of any Bondholder 1939 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 similar federal income tax purposesstatute.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating AgenciesAgencies and the Bond Insurer, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDEDprovided, HOWEVERhowever, 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 AgenciesAgencies 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; PROVIDEDprovided, HOWEVERhowever, 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.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice the consent of the Insurer, as evidenced to the Rating Agencies, the Issuer and the Indenture Trustee, the parties hereto, when authorized by an Issuer RequestOrder, 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 TrusteeTrustee and the Insurer, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture; (vi) indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, provided that such action shall not materially and adversely affect the interests of the Holders of the Bonds;; or (viivi) 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; orVI. (viiivii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this the Indenture under the TIA or under any similar federal statute statue hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trusteeparties hereto, when authorized by an Issuer RequestOrder, may, also without the consent of any of the Holders of the Bonds but with the prior written consent of the Insurer and with prior notice to the Rating AgenciesAgencies by the Issuer, as evidenced to 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; PROVIDEDprovided, HOWEVERhowever, that such action shall not, 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 purposesBondholder.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agencies, the Issuer and the Indenture TrusteeThe Issuer, when authorized by an Issuer Requestthe resolutions of the Board of Directors, at any time and the Trustees may, from time to time, may and at any time enter into an indenture or indentures supplemental hereto for 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; (iia) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, or successive successions, and the assumption by any such the successor Person of the covenants covenants, agreements and obligations of the Issuer herein and in the Bonds containedunder this Indenture; (iiib) to add to the covenants of the IssuerIssuer such further covenants, restrictions or conditions as the Board of Directors and the Trustees shall consider to be for the benefit of the Holders of the Convertible Bonds, and to make the occurrence, or the occurrence and continuance, of a Default in any such additional covenants, restrictions or conditions a Default or an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture as herein set forth; provided that in respect of any such additional covenant, restriction or condition, such supplemental indenture may provide for a particular period of grace after Default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such Default or may limit the remedies available to surrender any right or power herein conferred the Trustees upon the Issuersuch Default; (ivc) to convey, transfer, assign, mortgage or pledge any property provide for the issuance under this Indenture of Convertible Bonds in coupon form (including Convertible Bonds registrable as to or principal only) and to provide for exchangeability of such Convertible Bonds with the Indenture TrusteeConvertible Bonds issued hereunder in fully registered form and to make all appropriate changes for such purpose; (vd) to cure any ambiguity, ambiguity or to correct or supplement any provision contained herein or in any supplemental indenture that may be defective or inconsistent with any other provision contained herein or in any supplemental indenture; (vi) , or to make any such other provisions with respect in regard to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders holders of the Convertible Bonds; (viie) 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; orConvertible Bonds; (viiif) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification qualifications of this Indenture under the TIA Trust Indenture Act, or under any similar federal statute hereafter enacted and or the Securities Law; or (g) to add to make any other change that does not adversely affect any right of the Holders of Convertible Bonds under this Indenture such other provisions as may be expressly required Indenture. Upon the written request of the Issuer, accompanied by a copy of the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless resolutions of the Indenture Trustee shall have received an Opinion Board of Counsel as to Directors certified by its secretary or any assistant secretary authorizing the enforceability execution of any such indenture supplement and to supplemental indenture, 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 Trustees are hereby authorized to join with the Issuer in the execution of any such supplemental indenture and indenture, to make any further appropriate agreements and stipulations that may be therein contained. (b) The contained and to accept the conveyance, transfer and assignment of any property thereunder, but the Trustees shall not be obligated to, but may in their discretion, enter into any supplemental indenture that affects the Trustees’ own rights, duties or immunities under this Indenture or otherwise. Any supplemental indenture authorized by the provisions of this Section 9.01 may be executed by the Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also Trustees without the consent of the Holders of any of the Holders of Convertible Bonds at the Bonds and prior notice to the Rating Agenciestime Outstanding, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating notwithstanding any of the provisions ofof Section 9.02 provided, this the Indenture or Trustee and the Co-Trustee shall have received an Opinion of modifying in Counsel stating that such supplemental indenture does not adversely affect 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 purposesBondholders.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating AgenciesAgencies 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 or any supplemental Custodial Agreements (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or herein, in any supplemental indenture or in any Custodial Agreement that may be inconsistent with any other provision herein herein, in any supplemental indenture or in any supplemental indentureCustodial Agreement; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDEDprovided, HOWEVERhowever, 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 or supplemental Custodial Agreement 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 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 AgenciesAgencies 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; PROVIDEDprovided, HOWEVERhowever, 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.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, the Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder and upon satisfaction of the Rating Agency Condition, 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 Trust Indenture Act 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 the Collateral at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property the Collateral subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture; (vi) indenture or 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 in any material respect the interests of the Holders of the Bonds; (viivi) to evidence the succession, in compliance with this Indenture, of another Person to the Trustee 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 hereofVI; or (viiivii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture 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 RequestOrder, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating AgenciesBonds, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions tohereto; provided, 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, HOWEVERhowever, that (i) such action shall not, 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 the holders of Bonds then Outstanding and (iiiii) 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 purposesRating Agency Condition shall have been satisfied with respect thereto.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating Agencies, the Issuer Issuer, the Bond Administrator 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 reasonably satisfactory to the Bond Administrator, the Indenture TrusteeTrustee and the Bond Insurer, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Indenture Trustee or a successor Xxxx Administrator 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; PROVIDEDprovided, HOWEVERhowever, that no such supplemental indenture supplements shall be entered into unless the Indenture Trustee and the Bond Administrator 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 supplemental indenture supplement will not (A) result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 1.1001.3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposespurposes or (B) cause the Trust to be subject to an entity level tax. The Indenture Trustee is and the Bond Administrator are 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 Issuer, the Bond Administrator 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, 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, Rating (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iiiii) if 100% of the Certificates are not owned by IMH Assets Corp.Bond Insurance Policy is outstanding, cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agenciesof any Series, the Issuer and the Indenture TrusteeIssuer, when authorized by an Issuer Requesta Board Resolution, and the Trustee, 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or amplify the description of any property at any time subject to the lien of this Standard Provisions 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 Standard Provisions Indenture, or to subject to the lien of this Standard Provisions Indenture additional property; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issue, authentication and delivery of any Series of Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to set forth the terms of, and security for, any Series that has not theretofore been authorized by a Terms Indenture; (4) to amend Section 4.02 hereof, but only with respect to a Series that has not theretofore been authorized by a Terms Indenture; (5) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii6) to add to the covenants Covenants of the Issuer, for the benefit of the Holders of all Bonds or the BondsBonds of any Series, or to surrender any right or power herein conferred upon the Issuer; (iv7) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) 8) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be defective or inconsistent with any other provision herein or in any supplemental indenture; (vi) , or to make any other provisions with respect to matters or questions arising under this Standard Provisions Indenture or in any supplemental indenture; provided, provided that such action shall not materially and adversely affect the interests of the Holders of the BondsBonds of any Series; (vii9) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the one or more Series of Bonds and to add to or change any of the provisions of this Standard Provisions 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 Section 7.11 hereof; or (viii10) to modify, eliminate or add to the provisions of this Standard Provisions Indenture to such extent as shall be necessary to effect the qualification Qualification of this Standard Provisions Indenture under the TIA or under any similar federal Federal statute hereafter enacted enacted, and to add to this Standard Provisions Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that which may be therein contained. (b) The Issuer and , but the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice Trustee shall not be obligated to the Rating Agencies, enter into an any such supplemental indenture which affects the Trustee's own rights, duties, liabilities or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, immunities under this Standard Provisions 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 purposesotherwise.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii4) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, all Bonds or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein herein, or in any supplemental indenture; (vi) to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedIndenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% the Holders of the Certificates are Bonds; and provided, further, that the amendment shall not owned by IMH Assets Corp., cause be deemed to adversely affect in any material respect the Issuer to be subject to an entity level tax for federal income tax purposes.interests of the Holders of the Bonds if the Person requesting the

Supplemental Indentures Without Consent of Bondholders. (a) Without Subject to the rights of MBIA under Article XII hereof and without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii4) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, all Bonds or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be defective or inconsistent with any other provision herein 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; providedIndenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially and adversely affect the interests of the Holders of the Bonds; Bonds and MBIA (vii) any such action shall be deemed not to evidence and provide for adversely affect the acceptance interests of the appointment hereunder by a successor trustee with respect Bondholders and MBIA IX-1 115 if the Issuer delivers to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and letters from each Rating Agency to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement action will not result in a "substantial modification" downgrading of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.Bonds);

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, the Issuer Issuer, the Servicers 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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, all of which shall not be inconsistent with the provisions of this Indenture; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of the Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed, all of which shall not be inconsistent with the provisions of this Indenture; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained, all of which shall not be inconsistent with the provisions of this Indenture; (iii4) to add to the covenants of the Issuer, for the benefit of the Holders of the all Bonds, or to surrender any right or power herein conferred upon the Issuer, all of which shall not be inconsistent with the provisions of this Indenture; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein herein, or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture (including without limitation matters or questions relating to the servicing of the Tax Liens and the delivery of Tax Lien Certificates in connection therewith), which shall not be inconsistent with the provisions of this Indenture; or (6) to modify any supplemental indentureof the provisions of Sections 6.15 or 6.16 hereof, provided that such modified provisions are not inconsistent with Rule 17g-5 or Rule 15Ga-1 of the Exchange Act, respectively, as may be amended from time to time; provided, however, that in each case such action shall not not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence ; and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trusteeprovided, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVERfurther, that no such indenture supplements supplement shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as deemed 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 and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% the Holders of the Certificates are Bonds and no opinion referred to in the preceding proviso shall be required to be delivered if: (i) KBRA has been provided with ten (10) Business Days’ prior written notice and has not owned by IMH Assets Corp., cause during that period communicated to the Issuer or the Person requesting the supplement that the supplement would result in the downgrading or withdrawal of its rating then assigned to be subject the Bonds and (ii) the Person requesting the supplement obtains a letter from Moody’s stating that the supplement would not result in the downgrading or withdrawal of its ratings then assigned to an entity level tax the Bonds (or, in any case, if the Issuer or the Person requesting the supplement follows the then-current policy of the applicable Rating Agency for federal income tax purposesamendments of the type set forth in such supplement, which may include or consist of issuance by the Rating Agency of a confirmation of no downgrade or withdrawal of the then-current rating or, alternatively, the providing of notice to the Rating Agency followed by no communication of a downgrade or withdrawal of the then-current rating during a designated notice period).

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating AgenciesAgencies 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 BondsBonds 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; PROVIDEDprovided, HOWEVERhowever, 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 and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without Subject to Section 10.03, without the consent of, or notice to, any Bondholders, the Sponsor (but only with the consent or direction of the Holders of any Bonds but with prior notice to the Rating Agencies, the Issuer Majority Residual Holders) 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) To cure any ambiguity, to correct or supplement any provision of this Indenture or in any supplemental indenture which may be defective or inconsistent with any other provision herein or in any supplemental indenture or to make such other provisions in regard to matters or questions arising under this Indenture or under any supplemental indenture, which shall not be inconsistent with the provisions of this Indenture, and which do not adversely affect the interests of the Holders of any affected Bonds; (b) To conform to any mandatory provisions of law; (c) To modify, amend or supplement this Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939 or any similar federal statute hereafter in effect or under any state securities laws and to add to this Indenture such other provisions as may be expressly required by the Trust Indenture Act of 1939; (d) To correct or amplify the description of any property at any time subject to the lien of this Indenture, Trust Estate or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this IndentureTrust Estate, or to subject to the lien of this Indenture additional property; (iie) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to To modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect maintain the qualification of this Indenture the Trust Estate as a REMIC under the TIA Code; or (f) To maintain or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required improve the then current rating by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability Rating Agency of any such indenture supplement and Class of Bonds (so long as the rating (if any) with respect to the effect that (i) such indenture supplement any other Class of Bonds 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 containedaffected thereby). (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii4) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, all Bonds or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be defective or inconsistent with any other provision herein 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; providedIndenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially and adversely affect the interests of the Holders of the Bonds; Bonds (vii) any such action shall be deemed not to evidence and provide for adversely affect the acceptance interests of the appointment hereunder by a successor trustee with respect Bondholders if the Issuer delivers to the Bonds and Trustee letters from each Rating Agency to add to or change any the effect that such action shall not result in a downgrading 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 hereofBonds); or (viii6) 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 enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and , but the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice Trustee shall not be obligated to the Rating Agencies, enter into an any such supplemental indenture that affects the Trustee's own rights, duties, liabilities or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, immunities under this Indenture or of modifying in any manner otherwise except to the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced extent required 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 purposeslaw.

Supplemental Indentures Without Consent of Bondholders. (a) Without The Issuer and the Indenture Trustee, at the direction of an Authorized Officer of the Issuer, may, without the consent of the any Holders of any Bonds but with prior written notice to each Rating Agency then providing a rating for any of the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer RequestBonds, 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)hereto, 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 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 Lien of this Indenture, or to subject to the lien Lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Bonds containedBonds; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the BondsBondholders, 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; indenture or in any (viA) offering document used in connection with the initial offer and sale of the Bonds or to make add any provisions to or change in any manner or eliminate any of the provisions of this Indenture which will not be inconsistent with other provisions of this Indenture or (B) other Transaction Document with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds;or (viivi) 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; provided, pursuant to the requirements of Article VI hereofhowever; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such supplemental indenture supplements shall (i) may materially adversely affect the interests of any Bondholder and (ii) will be entered into permitted unless (A) the Indenture Trustee Rating Agency Condition shall have received been satisfied with respect to such action, and (B) an Opinion of Counsel as is delivered to the enforceability of any such indenture supplement and Indenture Trustee to the effect that (i) such supplemental indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of cause the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness Issuer to be characterized for federal income tax purposespurposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse effect on the federal income taxation of any Bonds Outstanding or any Bondholder. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice A supplemental indenture shall be deemed not to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) materially adversely affect in any material respect the interests of any Bondholder or if the Person requesting such supplemental indenture (iiii) if 100% has delivered no fewer than ten days’ prior written notice of such supplemental indenture to each Rating Agency then providing a rating for any of the Certificates are Bonds and (ii) obtains and delivers to the Indenture Trustee an Opinion of Counsel (which counsel may not owned by IMH Assets Corp., cause be in-house counsel to the Issuer Servicer or the Depositor) to be subject to an entity level tax for federal income tax purposesthe effect that the supplemental indenture would not materially adversely affect the interests of any Bondholder.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, the Issuer and the Indenture TrusteeOglethorpe, when authorized by an Issuer Requesta Board Resolution, the Company and the Trustee, 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to evidence the succession of another corporation to Oglethorpe, and the assumption by any such successor of the covenants of Oglethorpe herein contained, or to evidence the succession of another corporation to the Company and the assumption by any such successor of the covenants of the Company herein and in the Bonds contained; or (2) to add to the covenants of Oglethorpe or the Company, for the benefit of the Holders of the Bonds, or to evidence the surrender of any right or power herein conferred upon Oglethorpe or the Company; or (3) to convey, transfer and assign to the Trustee, and to subject to the Lien of this Indenture, with the same force and effect as though included in the Granting Clauses hereof, additional properties or assets, and to correct or amplify the description of any property at any time subject to the lien Lien of this Indenture, Indenture or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected subject to the lien Lien of this Indenture, or to subject to the lien of this Indenture additional property;; or (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v4) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be defective or inconsistent with any other provision herein 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; providedIndenture, that provided such action shall not in the opinion of Oglethorpe, as evidenced by an Officers' Certificate delivered to the Trustee, adversely affect the interest of the Holders of the Bonds in any material respect; or (5) to evidence the succession of a new trustee hereunder; or (6) to establish the form and terms of Bonds of any series permitted by Section 2.01(a); or (7) to permit or facilitate the issuance of Bonds in uncertificated form; or (8) to change or eliminate any provision of this Indenture; provided, however, that if such change or elimination shall materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance Bonds of the appointment hereunder by a successor trustee any series, such change or elimination shall become effective with respect to the Bonds and to add to or change any such series only when no bond 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 hereofsuch series remains Outstanding; or (viii9) if required by applicable law, to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of qualify 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 TIA. Without limiting the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" generality of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect foregoing, if the status TIA as in effect at the date of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution and delivery of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in at 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 time thereafter 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.amended and:

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with and prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDEDprovided, HOWEVERhowever, 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 and but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDEDprovided, HOWEVERhowever, 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.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds Bondholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, 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 Trust Indenture Act as in force at the date of the execution thereof), in form reasonably 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; (iiia) to add to the covenants of the Issuer, Issuer for the benefit of the Holders of the BondsBondholders, or to surrender any right or power herein conferred upon the Issuer; (ivb) 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 defective or inconsistent with any other provision herein or in any supplemental indenture; (vi) indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indentureIndenture; provided, however, that any such action shall not materially and adversely affect in any material respect the interests of the Holders of the BondsBondholders; (viic) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect cure any ambiguity or correct any mistake; (d) to the Bonds and to add to or change any of the provisions of qualify, if necessary, 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 (viiiincluding any supplemental indenture) 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 Trust Indenture Act, or under any similar federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required permitted by the TIATrust Indenture Act, excluding, however, the provisions referred to in Trust Indenture Act Section 316(a)(2) as in effect at the date as of which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted; (e) to provide for any interest rate swap transactions with respect to any floating rate series or class of bonds or any series or class with specified credit enhancement; 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 but: (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 Trusteeaction shall not, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion opinion of Counselcounsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or other swap counterparty; and (iiiii) if 100% the Rating Agency Condition shall have been satisfied; or (f) to authorize the appointment of any listing agent, transfer agent or Paying Agent or Registrar for any class of bonds required or advisable in connection with the listing of any class of bonds on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend the indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or Paying Agent or Registrar for any class of bonds in connection with that listing. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section, the Trustee shall mail to the Rating Agencies a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Certificates Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. If any such supplemental indenture requires satisfaction of the Rating Agency Condition, the notice requirements contained in this Section 9.01 are not owned by IMH Assets Corp., cause in addition to the Issuer to be subject to an entity level tax for federal income tax purposesnotice requirements that may otherwise apply.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the consent of the Credit Enhancer and prior notice to the Rating AgenciesAgencies and the Credit Enhancer, the Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer Issuing Entity 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 Trust Indenture Act 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 IssuerIssuing Entity, and the assumption by any such successor of the covenants of the Issuer Issuing Entity herein and in the Bonds contained; (iii) to add to the covenants of the IssuerIssuing Entity, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the IssuerIssuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereofVI; 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; PROVIDEDprovided, HOWEVERhowever, 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 have any material adverse tax consequences to the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposesBondholders. 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 Issuing Entity and the Indenture Trustee, when authorized by an Issuer Issuing Entity Request, may, also without the consent of any of the Holders of the Bonds but with the consent of the Credit Enhancer and prior notice to the Rating AgenciesAgencies and the Credit Enhancer, 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; PROVIDEDprovided, HOWEVERhowever, that such action shall not, 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 (iiiii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer Issuing Entity to be subject to an entity level tax for federal income tax purposestax.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBondholders, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may amend this Indenture or 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 Trusteehereto, for any of the following purposes: (i1) to correct or and 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; or (2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (ii3) to evidence the succession, in compliance with the applicable provisions hereofherein, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Bonds contained;Bonds; or (iii4) to add to the covenants of the IssuerIssuer or the Indenture Trustee, for the benefit of the Holders of the BondsHolders, or to surrender any right or power herein conferred upon the Issuer;; or (iv5) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;; or (v6) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be defective or inconsistent with any other provision herein provisions herein, or in any supplemental indenture; (vi) to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedIndenture, provided that such action shall not materially and adversely affect the interests of any of the Holders of the Bonds;; or (vii7) 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 hereofSection 6.10 or 6.13; or (viii) 8) to modify, eliminate or add to the provisions of modify this Indenture to such the extent as shall be necessary to effect the Indenture Trustee's qualification of this Indenture under the TIA Trust Indenture Act or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by comply with the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" requirements of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposesTrust Indenture Act. The Indenture Trustee is hereby authorized to join in the execution of any such amendment or supplemental indenture and to make any further appropriate agreements and stipulations that which may be therein contained. (b) contained or required. In connection with any such amendment or supplemental indenture, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel generally to the effect that such amendment will not adversely affect the federal income tax status of the Issuer or of the Trust Estate. The Issuer Indenture Trustee may, in its discretion, elect not to join in the execution of any amendment or supplemental indenture if it determines that any such amendment or supplemental indenture materially and adversely affects the rights, duties, liabilities and immunities of the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture 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 significant modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, with the consent of the PUCT pursuant to Section 9.07 if such supplemental indenture increases ongoing qualified costs as defined in the Financing Order (which consent shall not be required with regard to the first Supplement), 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 Trust Indenture Act 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 IndentureTrust Estate, or to better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this IndentureTrust Estate, or to subject additional property to the lien Lien of this Indenture additional propertyIndenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, and the assumption by any such applicable successor of the covenants of the Issuer contained herein and in the Bonds containedBonds; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the BondsBondholders, 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 for the benefit of the Holders and the Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that Supplemental Indenture which may be inconsistent with any other provision herein or in any supplemental indenture; (vi) Supplemental Indenture, to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indentureSupplemental Indenture or to change in any manner or eliminate any provisions of this Indenture; provided, however, that (i) such action shall not materially and not, as evidenced by an Issuers’ Opinion of Counsel, adversely affect in any material respect the interests of any Bondholder and (ii) the Holders of the BondsRating Agency Condition shall have been satisfied with respect thereto; (viivi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee 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 trusteeTrustee, pursuant to the requirements of Article VI hereof; orVI; (viiivii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as ; (viii) 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 qualify the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposesregistration with a Clearing Agency; or (ix) to satisfy any Rating Agency requirements. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture 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 RequestOrder, may, also without the consent of any of the Holders of the Bonds and prior notice Bonds, with the consent of the PUCT pursuant to Section 9.07 if such indenture or supplemental indenture increases ongoing qualified costs as defined in the Rating AgenciesFinancing Order, 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; PROVIDEDprovided, HOWEVERhowever, that such action (i) as evidenced by an Issuer’s Opinion of Counsel, (i) is permitted by this Indenture, and such action shall not (ii) adversely affect in any material respect the interests of any Bondholder and (ii) the Rating Agency Condition shall have been satisfied with respect thereto; (c) The Trustee may, but shall not be required to, enter into any indenture supplemental hereto or (iii) if 100% to consent to or enter into any amendment of the Certificates are not owned Basic Documents unless it shall have received an Opinion of Counsel, addressed to the Trustee, satisfactory to it, that such supplement or amendment is authorized or permitted by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposesthis Article IX.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating AgenciesAgencies and the Bond Insurer, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDEDprovided, HOWEVERhowever, 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 significant 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 AgenciesAgencies 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; PROVIDEDprovided, HOWEVERhowever, 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.

Supplemental Indentures Without Consent of Bondholders. (a) Without With the consent of the Bond Insurer and without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the IssuerIssuer to the extent permitted herein, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii4) to add to the covenants of the Issuer, for the benefit of the Holders of all Bonds and the Bonds, 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; (v5) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein herein, or in any supplemental indenture; (vi) to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedIndenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially and adversely affect in any material respect the interests of the Holders of the Bonds; (vii) ; and provided, further, that the amendment shall not be deemed to evidence and provide for adversely affect in any material respect the acceptance interests of the appointment hereunder by a successor trustee with respect Holders of the Bonds and the Bond Insurer if the Person requesting the amendment obtains letters from the Rating Agencies that the amendment would not result in the downgrading or withdrawal of the implied ratings then assigned to the Bonds and to add to or change any of (without taking into account 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 hereofMBIA Insurance Policy); or (viii6) 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 enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating AgenciesAgencies and the Bond Insurer, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDEDprovided, HOWEVERhowever, 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 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 AgenciesAgencies 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; PROVIDEDprovided, HOWEVERhowever, that such action shall not, 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 (iiiii) 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.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with and prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and but with prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, the Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to hereto, with the provisions consent of the TIA as in force at Bond Insurer and the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of issue, authentication and delivery of the Bonds; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii4) to add to the covenants of the Issuer, Issuer or the Trustee for the benefit of the Bond Insurer or the Holders of the Bonds, Bonds or to surrender any right or power herein conferred upon the Issuer; (iv5) to convey, transfer, assign, mortgage assign or pledge any property to or with the Indenture Trustee; (v6) to cure any ambiguity, to amend, correct or supplement any provision herein or in any supplemental indenture that may be defective, ineffective or inconsistent with any other provision herein or in any supplemental indenture; (vi) , or to make any other provisions with respect to matters or questions arising under relating to this Indenture or in any supplemental indenture; provided, provided that such action shall not materially and adversely affect the interests of the Bond Insurer or the Holders of the Outstanding Bonds; (vii7) to provide for the issuance of Bonds in bearer form with coupons ("Bearer Bonds") and for the exchangeability of Bearer Bonds and Bonds issued in registered form ("Registered Bonds"); any such supplemental indenture may also contain any provisions as may in the Issuer's judgment be necessary, appropriate or convenient (a) to permit the Bonds to be issued and sold to or held in bearer form by non-United States Persons, (b) to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Bonds, (c) to comply, or facilitate compliance, with other applicable laws or regulations, (d) to provide for usual and customary provisions for communication (by notice publication, maintenance of lists of holders of Bearer Bonds who have provided names and addresses for such purpose, or otherwise) with holders of Bearer Bonds, or (e) to otherwise effectuate provisions for the issuance of Bearer Bonds and their exchangeability with Registered Bonds; (8) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds Trustee and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts Trust hereunder by more than one trusteeTrustee, pursuant to the requirements of Article VI Section 7.11 or 7.12 hereof; or; (viii9) 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 TIA, or under any similar federal statute hereafter enacted or to conform the provisions of this Indenture to TIA, as amended from time to time, and to add to this Indenture such other provisions as may be expressly required by TIA; (10) to amend the TIAprovisions of Article XIII in accordance with Section 13.03 thereof; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless or (11) to provide for 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" maintenance of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect rating on the status Bonds, at the option 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 containedIssuer. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating AgenciesAgencies 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 BondsBonds 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; PROVIDEDprovided, HOWEVERhowever, 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 AgenciesAgencies 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; PROVIDEDprovided, HOWEVERhowever, 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.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating Agencies, 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 reasonably satisfactory to the Indenture TrusteeTrustee and the Bond Insurer, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, ambiguity or to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee Indenture 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; PROVIDEDprovided, HOWEVERhowever, that no such supplemental 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 supplemental indenture supplement will not (A) result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 1.1001.3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposespurposes or (B) cause the Trust to be subject to an entity level tax. 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, 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; PROVIDEDprovided, HOWEVERhowever, that such action shall not, as evidenced by an Opinion of CounselCounsel (or, in the alternative, with respect to clause (i) is permitted ), as evidenced by this Indenture, and shall not a rating letter confirming the existing ratings on the Bonds (iiwithout taking into account the Bond Insurance Policy)) (i) adversely affect in any material respect the interests of any Bondholder or (iiiii) if 100% of the Certificates are not owned by IMH Assets Corp.NovaStar Financial, Inc. or if the Bond Insurance Policy is outstanding, cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, the Issuer and the Indenture TrusteeIssuer, when authorized by an Issuer Requesta Board Resolution, and the Trustee, 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Series of Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to set forth the terms of, and security for, any Series that has not theretofore been authorized by a Series Supplement; (4) to modify or eliminate any of the terms of this Indenture; provided, however, that (A) such supplemental indenture shall expressly provide that any such modifications or eliminations shall not be effective with respect to any Outstanding Bond of any Series created prior to the execution of such supplemental indenture; and (B) the Trustee may, in its discretion, decline to enter into any such supplemental indenture which, in its opinion, would adversely affect its own rights, duties or immunities; (5) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained, or the appointment of an alternate Trustee under Section 6.16; (iii6) to add to the covenants of the Issuer, for the benefit of the Holders of all Bonds or of the BondsBonds of any Series, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating AgenciesAgencies 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 Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDEDprovided, HOWEVERhowever, 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, 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; PROVIDEDprovided, HOWEVERhowever, 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.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, the Issuer Issuer, the Trustee and the Indenture Trustee, when authorized by an Issuer RequestMaster Servicer, 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii4) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, all Bonds or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be defective or inconsistent with any other provision herein 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; providedIndenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially and adversely affect the interests of the Holders of the Bonds; Bonds (vii) any such action shall be deemed not to evidence and provide for adversely affect the acceptance interests of the appointment hereunder by a successor trustee with respect Bondholders if the Issuer delivers to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and letters from each Rating Agency to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will action shall not result in a "substantial modification" downgrading of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this IndentureBonds); 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.or

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii4) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, all Bonds or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v5) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be defective or inconsistent with any other provision herein herein, or in any supplemental indenture; (vi) to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedIndenture, which shall not be inconsistent with the provisions of this Indenture, provided that such action shall not materially and adversely affect in any material respect the interests of the Holders of the Bonds; and provided, further, that the amendment shall not be deemed to adversely affect in any material respect the interests of the Holders of the Bonds if the Person requesting the 71 83 amendment obtains a letter from the Rating Agency that the amendment would not result in the downgrading or withdrawal of the ratings then assigned to 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 (viii6) 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 enacted, and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, the Issuer and the Indenture TrusteeIssuer, when authorized by a Board Resolution (if the Issuer is a corporation) or an Issuer RequestOrder (if the Issuer is a trust) and the Trustee, at any time and from time to time, may enter into one or more indentures Indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof)hereto, including additional Terms Indentures, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) to correct or amplify the description of any property at any time subject to the lien of this the 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 the Indenture, or to subject to the lien of this the Indenture additional property; (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Series of Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (3) to set forth the terms of, and security for, any Series that has not theretofore been authorized by a Terms Indenture; (4) to modify or eliminate any of the terms of the Indenture; provided, however, that (A) such supplemental indenture shall expressly provide that any such modifications or eliminations shall not be effective with respect to any 138 Outstanding Bond of any Series created prior to the execution of such supplemental indenture; and (B) the Trustee may, in its discretion, decline to enter into any such supplemental indenture which, in its opinion, would adversely affect its own rights, duties or immunities; (5) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii6) to add to the covenants of the Issuer, for the benefit of the Holders of the Bondsall Bonds of any Series, 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; (v7) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that of the Indenture which may be defective or inconsistent with any other provision herein of the Indenture, or in any supplemental indenture; (vi) to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedthe Indenture, provided that such action shall not materially and adversely affect the interests of the Holders of the any Series of Bonds; (vii) 8) to evidence and provide for the acceptance issuance of Bonds of any Series (including Bonds of a Series theretofore authorized and then outstanding) or any Class within such Series in bearer form with coupons ("Bearer Bonds") and for the exchangeability of Bearer Bonds and Bonds of the appointment hereunder by a successor trustee with respect to the Bonds same Series 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 hereofClass issued in registered form ("Registered Bonds"); or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture 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 may provide for payments on Bearer Bonds only outside the United States and for appointment of a foreign Paying Agent that does not satisfy the requirements of clause (ii) of the definition of the term "Eligible Investments" but is otherwise acceptable to make the Rating Agencies rating such Bonds, and may also contain any further provisions as may in the Issuer s judgment be necessary, appropriate agreements or convenient (a) to permit the Bonds to be issued and stipulations that may be therein contained. sold to or held in bearer form by non-United States Persons, (b) The Issuer to establish entitlement to an exemption from United States withholding tax or reporting requirements with respect to payments on the Bonds, (c) to comply, or facilitate compliance, with other applicable laws or regulations, (d) to provide for usual and customary provisions for communication (by notice publication, maintenance of lists of holders of Bearer Bonds who have provided names and addresses for such purpose, or otherwise) with holders of Bearer Bonds, or (e) to otherwise effectuate provisions for the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent issuance of any of the Holders of the Bearer Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.their exchangeability with Registered Bonds;

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time Trustee may (subject to the provisions of Sections 14.10 and 16.03) from time to time, may time 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)hereto, in form satisfactory to the Indenture Trustee, for any of the following purposes: (i1) 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;; or (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms or purposes of issue of Bonds; or (3) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person corporation to the Issuer, Issuer and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained;; or (iii4) to add to the covenants of the Issuer, Issuer or the Lessee for the benefit of the Holders of Bonds and to make the Bondsoccurrence, or the occurrence and continuance, of a default in any of such additional covenants an Event of Default permitting the enforcement of all or any of the several remedies provided in this Indenture; provided, however, that with respect to any such covenant, such supplemental indenture may provide for a particular period of grace after default (which period may be shorter or longer than that allowed in the case of other defaults) or may provide for an immediate enforcement upon such default or may limit the remedies available to the Trustee upon such default; (5) to surrender any right or power herein conferred upon the Issuer;, the Lessee or the Bank; or (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v6) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions provisions, with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedIndenture, that which shall not be inconsistent with the provisions of this Indenture, provided such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii7) to modifyprovide for a book-entry system of registration for the Bonds; or (8) to secure or maintain ratings from a Rating Agency, eliminate or add to provided that the provisions of this Indenture to such extent as shall be changes necessary to effect obtain or secure such ratings do not, in the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture 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" opinion of the Bonds under Treasury Regulation Section 1.1001-3 or Trustee, 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 interests of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposesBonds.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a1) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBondholders, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, Trustee 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)Supplemental Indentures, in form satisfactory to the Indenture Trustee, or may amend any Supplemental Indenture, for any of the following purposes: (i1) to cure any ambiguity, to correct or amplify the description of supplement any property at provision herein that may be inconsistent with 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 propertyother provision herein; (ii2) to evidence make any other provisions regarding matters arising under this Indenture so long as the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor interests of the covenants Bondholders of the Issuer herein and in the Bonds containedany Class or Series are not materially adversely affected thereby; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv3) 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 so long as the interests of the Holders Bondholders are not materially adversely affected thereby; (4) to correct or amplify the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm to the Indenture Trustee any property required to be subjected to the Lien of this Indenture, or to subject to the Lien of this Indenture additional property; (5) to modify the terms of this Indenture as required or made necessary by any change in applicable law, so long as the interests of the Bondholders are not materially adversely affected thereby; (6) to add to the covenants of the Issuer, for the benefit of the Bondholders, or to surrender any right or power herein conferred upon the Issuer; (7) to add additional Events of Default, so long as the interests of the Bondholders are not materially adversely affected thereby; (8) to evidence the succession, in compliance with SECTION 3.13, of another person to the Issuer, and the assumption by the successor of the covenants of the Issuer herein and in the Bonds; (vii9) to evidence and provide for the acceptance of the appointment hereunder by under this Indenture of 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 under this Indenture by more than one trustee, pursuant to the requirements of Article VI hereofVI; (10) to provide for the issuance of one or more new Series of Bonds in accordance with the provisions of SECTION 2.11, including the designation of the Issuer Assets that will secure such Series; (11) to cause the Supplemental Indenture to conform to the Offering Memorandum prepared in connection with the related Series of Bonds; or (viii12) to modify, eliminate or add to provide for the termination of any Credit Enhancement in accordance with the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture 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 purposesrelated Supplemental Indenture. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture Supplemental Indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The . Notwithstanding the foregoing, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, Trustee shall not enter into an indenture any Supplemental Indenture or indentures supplemental hereto amendment to any Supplemental Indenture for the purpose of adding any provisions to, or changing purposes described in any manner or eliminating any of (x) 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 foregoing clauses (ii) adversely affect in any material through (x) and (xii) unless each Rating Agency shall have delivered to the Indenture Trustee a Rating Agency Confirmation with respect the interests of any Bondholder thereto or (iiiy) if 100% the foregoing clause (xi) unless the Issuer shall have delivered to each Rating Agency copies of the Certificates are proposed amendment not owned by IMH Assets Corp., cause less than 10 days prior to the Issuer to be subject to an entity level tax for federal income tax purposesexecution thereof.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds Bondholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, 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 Trust Indenture Act as in force at the date of the execution thereof), in form reasonably 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; (iiia) to add to the covenants of the Issuer, Issuer for the benefit of the Holders of the BondsBondholders, or to surrender any right or power herein conferred upon the Issuer; (ivb) 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 defective or inconsistent with any other provision herein or in any supplemental indenture; (vi) indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indentureIndenture; provided, however, that any such action shall not materially and adversely affect in any material respect the interests of the Holders of the BondsBondholders; (viic) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect cure any ambiguity or correct any mistake; (d) to the Bonds and to add to or change any of the provisions of qualify, if necessary, 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 (viiiincluding any supplemental indenture) 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 Trust Indenture Act, or under any similar federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required permitted by the TIATrust Indenture Act, excluding, however, the provisions referred to in Trust Indenture Act 316(a)(2) as in effect at the date as of which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted; (e) to provide for any interest rate swap transactions with respect to any floating rate series or class of bonds or any series or class with specified credit enhancement; 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 but: (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 Trusteeaction shall not, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion opinion of Counselcounsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or other swap counterparty; and (iiiii) if 100% the Rating Agency Condition shall have been satisfied; or (f) to authorize the appointment of any listing agent, transfer agent or Paying Agent or Registrar for any class of bonds required or advisable in connection with the listing of any class of bonds on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend the indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or Paying Agent or Registrar for any class of bonds in connection with that listing. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section, the Trustee shall mail to the Rating Agencies a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Certificates are not owned by IMH Assets Corp.Trustee to mail such notice, cause or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. If any such supplemental indenture requires satisfaction of the Rating Agency Condition, the notice requirements contained in this Supplemental Indentures Without Consent of Bondholders. Without the consent of the Bondholders but with prior notice to the Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order, at any time and from time to be subject time, may enter into one or more indentures supplemental hereto (which shall conform to an entity level tax the provisions of the Trust Indenture Act as in force at the date of the execution thereof), in form reasonably satisfactory to the Trustee, for federal income tax any of the following purposes: are in addition to the notice requirements that may otherwise apply.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBondholders, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may amend this Indenture or enter into one or more Terms Indentures or 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 Trusteehereto, for any of the following purposes: (i1) to correct or and 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;; or (ii2) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Series, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; or (3) to set forth the terms of, and security for, any Series that has not theretofore been authorized by a Terms Indenture; or (4) to amend Section 2.10, but only with respect to a Series that has not theretofore been authorized by a Terms Indenture; or (5) to evidence the succession, in compliance with the applicable provisions hereofherein, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Bonds contained;Bonds; or (iii6) to add to the covenants of the IssuerIssuer or the Indenture Trustee, for the benefit of the Holders of the BondsHolders, or to surrender any right or power herein conferred upon the Issuer;; or (iv7) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;; or (v) 8) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be defective or inconsistent with any other provision herein provisions herein, or in any supplemental indenture; (vi) to make amend any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; providedIndenture, provided that such action shall not materially and adversely affect the interests of any of the Holders of the Bonds;affected Series as evidenced by an Opinion of Counsel to such effect; or (vii9) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds one or more Series 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 hereofSection 6.10 or 6.13; or (viii10) to modify, eliminate or add to the provisions of modify this Indenture to such the extent as shall be necessary to effect the Indenture Trustee's qualification of this Indenture under the TIA Trust Indenture Act or under to comply with the requirements of the Trust Indenture Act; or (11) if one or more REMIC elections have been made with respect to any similar federal statute hereafter enacted and Series, either (x) to add to this Indenture relax or eliminate any requirement hereunder imposed by the REMIC Provisions (if the REMIC Provisions are amended or clarified such other provisions as that any such requirement may be expressly required by the TIA; PROVIDEDrelaxed or eliminated), HOWEVER, provided that no such indenture supplements action shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement not materially 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 interests of any of the Bonds as indebtedness for Holders of the affected Series, or (y) to comply with any requirements imposed by the Code or any successor or amendatory statute or any temporary or final regulation, revenue ruling, revenue procedure or other written official announcement or interpretation relating to federal income tax purposeslaws or any such proposed action which, if made effective, would apply retroactively to any related REMIC Pool at least from the effective date of such amendment, insofar as such compliance is necessary to preserve the status of any related REMIC Pool as a REMIC, to avoid the occurrence of a prohibited transaction or to reduce the incidence of any tax that would arise from any actions taken with respect to the operation of any related REMIC Pool. The Indenture Trustee is hereby authorized to join in the execution of any such amendment, Terms Indenture or supplemental indenture and to make any further appropriate agreements and stipulations that which may be therein contained. (b) contained or required. In connection with any such amendment or supplemental indenture, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel generally to the effect that such amendment will not adversely affect the federal income tax status of the Issuer or of the Trust Estate for any Series affected thereby. The Issuer Indenture Trustee may, in its discretion, elect not to join in the execution of any amendment or supplemental indenture if it determines that any such amendment or supplemental indenture materially and adversely affects the rights, duties, liabilities and immunities of the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds Bondholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, 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 Trust Indenture Act as in force at the date of the execution thereof), in form reasonably 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; (iiia) to add to the covenants of the Issuer, Issuer for the benefit of the Holders of the BondsBondholders, or to surrender any right or power herein conferred upon the Issuer; (ivb) 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 defective or inconsistent with any other provision herein or in any supplemental indenture; (vi) indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indentureIndenture; provided, however, that any such action shall not materially and adversely affect in any material respect the interests of the Holders of the BondsBondholders; (viic) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect cure any ambiguity or correct any mistake; (d) to the Bonds and to add to or change any of the provisions of qualify, if necessary, 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 (viiiincluding any supplemental indenture) 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 Trust Indenture Act, or under any similar federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required permitted by the TIATrust Indenture Act, excluding, however, the provisions referred to in Trust Indenture Act (S)316(a)(2) as in effect at the date as of which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted; (e) to provide for any interest rate swap transactions with respect to any floating rate series or class of bonds or any series or class with specified credit enhancement; 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 but: (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 Trusteeaction shall not, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion opinion of Counselcounsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or other swap counterparty; and (iiiii) if 100% the Rating Agency Condition shall have been satisfied; or (f) to authorize the appointment of any listing agent, transfer agent or Paying Agent or Registrar for any class of bonds required or advisable in connection with the listing of any class of bonds on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend the indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or Paying Agent or Registrar for any class of bonds in connection with that listing. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section, the Trustee shall mail to the Rating Agencies a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Certificates Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. If any such supplemental indenture requires satisfaction of the Rating Agency Condition, the notice requirements contained in this Section 9.01 are not owned by IMH Assets Corp., cause in addition to the Issuer to be subject to an entity level tax for federal income tax purposesnotice requirements that may otherwise apply.

Supplemental Indentures Without Consent of Bondholders. (au) Without the consent of the Holders of any Bonds but with the consent of the Credit Enhancer and prior notice to the Rating AgenciesAgencies and the Credit Enhancer, the Issuer Issuing Entity and the Indenture Trustee, when authorized by an Issuer Issuing Entity 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 Trust Indenture Act 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 IssuerIssuing Entity, and the assumption by any such successor of the covenants of the Issuer Issuing Entity herein and in the Bonds contained; (iii) to add to the covenants of the IssuerIssuing Entity, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the IssuerIssuing Entity; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereofVI; 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; PROVIDEDprovided, HOWEVERhowever, 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 have any material adverse tax consequences to the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposesBondholders. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% of the Certificates are not owned by IMH Assets Corp., cause the Issuer to be subject to an entity level tax for federal income tax purposes.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating AgenciesBonds, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform hereto, or modification or amendment to the provisions of the TIA as in force at the date of the execution thereof)any other Loan Document, in form satisfactory to the Indenture Trustee, for any of the following purposes: (ia) to correct or amplify the description of any property at any time subject to the lien of this IndentureIndenture and the related Mortgage, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this IndentureIndenture and the related Mortgage, or to subject to the lien of this Indenture additional property; (iib) to add to the conditions, limitations and restrictions on the authorized amount, terms and purposes of the issuance, authentication and delivery of any Bonds, as herein set forth, additional conditions, limitations and restrictions thereafter to be observed; (c) to evidence the succession, in compliance with the applicable provisions hereof, succession of another person Person to the Issuer to the extent expressly permitted under the Loan Documents and the Partnership Agreement or Certificate of Limited Partnership of the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iiid) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, all Bonds or to surrender any right or power herein conferred upon the Issuer;; and (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (ve) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be defective or inconsistent with any other provision herein herein, or in any supplemental indenture; (vi) to make amend any other provisions with respect to matters or questions arising under this Indenture, which shall not be inconsistent with the provisions of this Indenture or in any supplemental indenture; provided, provided that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial modification" of the Bonds under Treasury Regulation Section 1.1001-3 or adversely affect the status of the Bonds as indebtedness for federal income tax purposes. The Indenture Trustee is hereby authorized to join in the execution of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or (iii) if 100% the Holders of the Certificates are Bonds, as evidenced by a letter from the Rating Agency that the amendment will not owned cause a qualification, withdrawal or downgrading of the ratings then maintained by IMH Assets Corp., cause the Issuer Rating Agency with respect to be subject to an entity level tax for federal income tax purposesthe Bonds.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds Bondholders but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, 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 Trust Indenture Act as in force at the date of the execution thereof), in form reasonably 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; (iiia) to add to the covenants of the Issuer, Issuer for the benefit of the Holders of the BondsBondholders, or to surrender any right or power herein conferred upon the Issuer; (ivb) 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 defective or inconsistent with any other provision herein or in any supplemental indenture; (vi) indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indentureIndenture; providedPROVIDED, HOWEVER, that any such action shall not materially and adversely affect in any material respect the interests of the Holders of the BondsBondholders; (viic) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect cure any ambiguity or correct any mistake; (d) to the Bonds and to add to or change any of the provisions of qualify, if necessary, 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 (viiiincluding any supplemental indenture) 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 Trust Indenture Act, or under any similar federal statute hereafter enacted enacted, and to add to this Indenture such other provisions as may be expressly required permitted by the TIATrust Indenture Act, excluding, however, the provisions referred to in Trust Indenture Act section 316(a)(2) as in effect at the date as of which this instrument was executed or any corresponding provision in any similar federal statute hereafter enacted; (e) to provide for any interest rate swap transactions with respect to any floating rate series or class of bonds or any series or class with specified credit enhancement; 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 but: (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 Trusteeaction shall not, when authorized by an Issuer Request, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Holders of the Bonds under this Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion opinion of Counselcounsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect in any material respect the interests of any Bondholder or other swap counterparty; and (iiiii) if 100% the Rating Agency Condition shall have been satisfied; or (f) to authorize the appointment of any listing agent, transfer agent or Paying Agent or Registrar for any class of bonds required or advisable in connection with the listing of any class of bonds on the Luxembourg Stock Exchange or any other stock exchange, and otherwise to amend the indenture to incorporate any changes requested or required by any governmental authority, stock exchange authority, listing agent, transfer agent or Paying Agent or Registrar for any class of bonds in connection with that listing. Promptly after the execution by the Issuer and the Trustee of any supplemental indenture pursuant to this Section, the Trustee shall mail to the Rating Agencies a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Certificates Trustee to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental indenture. If any such supplemental indenture requires satisfaction of the Rating Agency Condition, the notice requirements contained in this Section 9.01 are not owned by IMH Assets Corp., cause in addition to the Issuer to be subject to an entity level tax for federal income tax purposesnotice requirements that may otherwise apply.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with prior notice to the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer RequestOrder, 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 Trust Indenture Act 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 the Collateral at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property the Collateral subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that which may be inconsistent with any other provision herein or in any supplemental indenture; (vi) indenture or to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that (A) such action shall not materially and adversely affect in any material respect the interests of the Holders of the BondsBonds and (B) the Rating Agency Condition shall have been satisfied with respect thereto; (viivi) to evidence the succession, in compliance with this Indenture, of another Person to the Trustee 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 hereofVI; or (viiivii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture 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 RequestOrder, may, also without the consent of any of the Holders of the Bonds and prior notice to the Rating AgenciesBonds, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions tohereto; provided, 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, HOWEVERhowever, that (i) such action shall not, 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 the Bondholders and (iiiii) 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 purposesRating Agency Condition shall have been satisfied with respect thereto.

Supplemental Indentures Without Consent of Bondholders. (a) Without the consent of the Holders of any Bonds but with the prior written consent of the Bond Insurer and prior notice to the Rating AgenciesAgencies and the Bond Insurer, the Issuer and the Indenture Trustee, when authorized by an Issuer Request, at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Indenture Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the lien of this Indenture, or to subject to the lien of this Indenture additional property; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another person to the Issuer, and the assumption by any such successor of the covenants of the Issuer herein and in the Bonds contained; (iii) to add to the covenants of the Issuer, for the benefit of the Holders of the Bonds, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee; (v) to cure any ambiguity, to correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture; (vi) to make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture; provided, that such action shall not materially and adversely affect the interests of the Holders of the Bonds; (vii) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Bonds and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article VI hereof; or (viii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may be expressly required by the TIA; PROVIDED, HOWEVER, that no such indenture supplements shall be entered into unless the Indenture Trustee shall have received an Opinion of Counsel as to the enforceability of any such indenture supplement and to the effect that (i) such indenture supplement is permitted hereunder and (ii) entering into such indenture supplement will not result in a "substantial significant 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 AgenciesAgencies 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.