Imc Home Equity Loan Trust 1998-3 – ‘8-K’ for 6/10/98 – EX-1.1

As of:  Wednesday, 6/24/98   ·   For:  6/10/98   ·   Accession #:  1024739-98-643   ·   File #:  33-96410-09   ·   Correction:  This Filing was Corrected by the SEC on 7/6/98. ®

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     18K 
 2: EX-1.1      Underwriting Agreement                                39    134K 
 3: EX-4.1      Pooling and Servicing Agreement                      142    579K 
 4: EX-99.1     Pool Level Detail                                      4     18K 

EX-1.1   —   Underwriting Agreement

EX-1.1
1st Page of 39
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                     Exhibit 1.1

EXECUTION COPY

$1,000,000,000

 IMC HOME EQUITY LOAN TRUST 1998-3

 IMC Home Equity Loan Pass-Through Certificates,
 Series 1998-3

UNDERWRITING AGREEMENT

                                                                  May 29, 1998

PAINEWEBBER INCORPORATED                                                        
As representative of the several underwriters                                   
1285 Avenue of the Americas                                                     
New York, New York  10019                                                       
Dear Sirs:                                                                      

     IMC Securities, Inc. (the "Depositor"), a Delaware corporation, has
authorized the issuance and sale of IMC Home Equity Loan Pass-Through           
Certificates, Series 1998-3 consisting of (a) the Class A-1 Certificates, the   
Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, 
the Class A-5 Certificates, the Class A-6 Certificates, the Class A-7           
Certificates, the Class A-8 Certificates, the Class A-9I0 Certificates          
(collectively, the "Class A Certificates") and (b) a residual class of          
Certificates with respect to each REMIC held by the Trust. The Class A          
Certificates are collectively referred to as the "Offered Certificates".        

         The Certificates represent an undivided ownership interest in a pool of
fixed rate home equity loans (the "Home Equity Loans") held by IMC Home Equity  
Loan Trust 1998-3 (the "Trust"). The Certificates will represent undivided      
ownership interests in the Home Equity Loans, which are secured by first and    
second lien mortgages or deeds of trust primarily on one- to four-family        
residential properties.                                                         

       Only the Offered Certificates are being purchased by the Underwriters
named in Schedule A hereto (the "Underwriters"), and the Underwriters are       
purchasing, severally, only the Offered Certificates set forth opposite their   
names in Schedule A, except that the amounts purchased by the Underwriters may  
change in accordance with Section 10 of this Agreement. PaineWebber Incorporated
(the "Representative") is acting for itself and as representative of the other  
Underwriters.                                                                   

         The Certificates will be issued under a pooling and servicing agreement
(the "Pooling and Servicing Agreement"), dated as of June 1, 1998 among the     
Depositor, IMC Mortgage Company ("IMC"), as seller and as servicer (in such     
capacity, the "Servicer" or                                                     

EX-1.1
2nd Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 2nd
the "Seller," as the case may be), and The Chase Manhattan Bank, as trustee (the
"Trustee"). The Offered Certificates will evidence fractional undivided         
interests in the trust (the "Trust"). The Trust assets (not all of which will be
included in the REMIC elections), will initially include among other things, a  
pool of fixed rate Home Equity Loans (the "Initial Home Equity Loans"), and such
amounts as may be held by the Trustee in the Pre-Funding Account (the           
"Pre-Funding Account"), the Capitalized Interest Account (the "Capitalized      
Interest Account") and any other accounts held by the Trustee for the Trust. On 
the Closing Date, approximately $250,000,000 will be deposited in the name of   
the Trustee in the Pre-Funding Account. It is intended that additional Home     
Equity Loans satisfying the criteria specified in the Pooling and Servicing     
Agreement (the "Subsequent Home Equity Loans") will be purchased by the Trust   
for inclusion in the Trust from the Depositor from time to time on or before    
August 15, 1998 from funds on deposit in the Pre-Funding Account. Funds in the  
Capitalized Interest Account will be applied by the Trustee to cover shortfalls 
in interest during the Funding Period (as described herein under "Pre-Funding   
Account") on the Offered Certificates attributable to the provisions allowing   
for purchase of Subsequent Home Equity Loans after the Cut-Off date. The Offered
Certificates will initially represent an undivided ownership interest in the sum
of (i) the Initial Home Equity Loans in an amount of approximately $750,000,000 
as of the close of business on June 1, 1998 (the "Cut-Off Date") and (ii) the   
amount on deposit in the Pre-Funding Account. Each Class of Offered Certificates
will also have the benefit of an insurance policy (the "Insurance Policy")      
issued by Financial Security Assurance Inc., a monoline insurance company (the  
"Certificate Insurer"). The Insurance Policy will be issued pursuant to the     
insurance and indemnity agreement (the "Insurance Agreement") among the         
Certificate Insurer, the Depositor and IMC. The Certificate Insurer, IMC and the
Underwriters also will enter into an Indemnification Agreement, dated as of June
1, 1998 (the "Indemnification Agreement"). A form of the Pooling and Servicing  
Agreement has been filed as an exhibit to the Registration Statement            
(hereinafter defined).                                                          

       The Certificates are more fully described in a Registration Statement
which the Depositor has furnished to the Underwriters. Capitalized terms used   
but not defined herein shall have the meanings given to them in the Pooling and 
Servicing Agreement.                                                            

     Pursuant to Section 3.05 of the Pooling and Servicing Agreement and
concurrently with the execution thereof, IMC will transfer to the Depositor and 
the Depositor will transfer to the Trust all of its right, title and interest in
and to the unpaid principal balances of the Initial Home Equity Loans as of the 
Cut-Off Date and the collateral securing each Initial Home Equity Loan.         

SECTION 1 Representations and Warranties of the Depositor. The
Depositor represents and warrants to, and agrees with the Underwriters that:    

      A. A Registration Statement on Form S-3 (No. 333-48429) has (i) been
      prepared by the Depositor in conformity with the requirements of the
 Securities Act of 1933 (the "Securities Act") and the rules and
regulations (the "Rules and Regulations") of the United States
Securities and Exchange Commission (the                       

EX-1.1
3rd Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 3rd
         "Commission") thereunder, (ii) been filed with the Commission under the
     Securities Act and (iii) become effective under the Securities Act.
  Copies of such Registration Statement have been delivered by the
      Depositor to the Underwriters. As used in this Agreement, "Effective
 Time" means the date and the time as of which such Registration
         Statement, or the most recent post-effective amendment thereto, if any,
      was declared effective by the Commission; "Effective Date" means the
 date of the Effective Time; "Registration Statement" means such
        registration statement, at the Effective Time, including any documents
        incorporated by reference therein at such time; and "Basic Prospectus"
 means such final prospectus dated May 29, 1998; and "Prospectus
   Supplement" means the final prospectus supplement relating to the
   Offered Certificates, to be filed with the Commission pursuant to
        paragraph (2), (3) or (5) of Rule 424(b) of the Rules and Regulations.
      "Prospectus" means the Basic Prospectus together with the Prospectus
        Supplement. Reference made herein to the Prospectus shall be deemed to
      refer to and include any documents incorporated by reference therein
     pursuant to Item 12 of Form S-3 under the Securities Act, as of the
         date of the Prospectus and any reference to any amendment or supplement
        to the Prospectus shall be deemed to refer to and include any document
      filed under the Securities Exchange Act of 1934 (the "Exchange Act")
        after the date of the Prospectus, and incorporated by reference in the
   Prospectus and any reference to any amendment to the Registration
        Statement shall be deemed to include any report of the Depositor filed
        with the Commission pursuant to Section 13(a) or 15(d) of the Exchange
       Act after the Effective Time that is incorporated by reference in the
 Registration Statement. The Commission has not issued any order
  preventing or suspending the use of the Prospectus. There are no
        contracts or documents of the Depositor which are required to be filed
      as exhibits to the Registration Statement pursuant to the Securities
  Act or the Rules and Regulations which have not been so filed or
        incorporated by reference therein on or prior to the Effective Date of
       the Registration Statement other than such documents or materials, if
       any, as any Underwriter delivers to the Depositor pursuant to Section
         4(B) hereof for filing on Form 8-K. The conditions for use of Form S-3,
        as set forth in the General Instructions thereto, have been satisfied.

    B. The Registration Statement conforms, and the Prospectus and any
        further amendments or supplements to the Registration Statement or the
   Prospectus will, when they become effective or are filed with the
Commission, as the case may be, conform in all respects to the
       requirements of the Securities Act and the Rules and Regulations. The
     Registration Statement, as of the Effective Date thereof and of any
      amendment thereto, did not contain an untrue statement of a material
        fact or omit to state a material fact required to be stated therein or
         necessary to make the statements therein not misleading. The Prospectus
        as of its date, and as amended or supplemented as of the Closing Date,
       does not and will not contain any untrue statement of a material fact
 or omit to state a material fact necessary in order to make the
        statements therein, in the light of the circumstances under which they
        were made, not misleading; provided that no representation or warranty
         is made as to information contained in or omitted from the Registration
Statement or the                                              

EX-1.1
4th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 4th
        Prospectus in reliance upon and in conformity with written information
         furnished to the Depositor in writing by the Underwriters expressly for
       use therein. The only information furnished by the Underwriters or on
       behalf of the Underwriters for use in connection with the preparation
         of the Registration Statement or the Prospectus is described in Section
8(I) hereof.                                                  

         C. The documents incorporated by reference to the Prospectus, when they
         became effective or were filed with the Commission, as the case may be,
conformed in all material respects to the requirements of the 
      Securities Act or the Exchange Act, as applicable, and the rules and
      regulations of the Commission thereunder, and none of such documents
        contained an untrue statement of a material fact or omitted to state a
      material fact required to be stated therein or necessary to make the
       statements therein not misleading; and any further documents so filed
      and incorporated by reference in the Prospectus, when such documents
        become effective or are filed with the Commission, as the case may be,
  will conform in all material respects to the requirements of the
      Securities Act or the Exchange Act, as applicable, and the rules and
         regulations of the Commission thereunder and will not contain an untrue
        statement of a material fact or omit to state a material fact required
      to be stated therein or necessary to make the statements therein not
     misleading; provided that no representation is made as to documents
        deemed to be incorporated by reference in the Prospectus as the result
       of filing a Form 8-K at the request of the Underwriters except to the
         extent such documents reflect information furnished by the Depositor to
the Underwriters for the purpose of preparing such documents. 

       D. Since the respective dates as of which information is given in the
   Prospectus, there has not been any material adverse change in the
 general affairs, management, financial condition, or results of
operations of the Depositor, otherwise than as set forth or   
     contemplated in the Prospectus as supplemented or amended as of the
Closing Date.                                                 

        E. The Depositor has been duly incorporated and is validly existing as
        a corporation in good standing under the laws of the State of Delaware
       and is in good standing as a foreign corporation in each jurisdiction
   in which its ownership or lease of property or the conduct of its
       business requires such qualification, and has all power and authority
     necessary to own or hold its properties, to conduct the business in
         which it is engaged and to enter into and perform its obligations under
    this Agreement, the Pooling and Servicing Agreement, the Insurance
 Agreement or any Subsequent Transfer Agreement and to cause the
Certificates to be issued.                                    

     F. There are no actions, proceedings or investigations pending with
       respect to which the Depositor has received service of process before
        or threatened by any court, administrative agency or other tribunal to
         which the Depositor is a party or of which any of its properties is the
         subject (a) which if determined adversely to the Depositor would have a
       material adverse effect on the business or financial condition of the
Depositor, (b) asserting the invalidity of this Agreement, the

EX-1.1
5th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 5th
  Pooling and Servicing Agreement, the Certificates, the Insurance
        Agreement or any Subsequent Transfer Agreement, (c) seeking to prevent
       the issuance of the Certificates or the consummation by the Depositor
      of any of the transactions contemplated by the Pooling and Servicing
      Agreement, this Agreement, the Insurance Agreement or any Subsequent
       Transfer Agreement, as the case may be, or (d) which might materially
and adversely affect the performance by the Depositor of its  
      obligations under, or the validity or enforceability of, the Pooling
and Servicing Agreement, this Agreement, the Certificates, the
Insurance Agreement or any Subsequent Transfer Agreement.     

      G. This Agreement has been, and the Pooling and Servicing Agreement,
     the Insurance Agreement and each Subsequent Transfer Agreement when
     executed and delivered as contemplated hereby and thereby will have
     been, duly authorized, executed and delivered by the Depositor, and
         this Agreement constitutes, and the Pooling and Servicing Agreement and
     the Insurance Agreement when executed and delivered as contemplated
herein, will constitute, legal, valid and binding instruments 
       enforceable against the Depositor in accordance with their respective
   terms, subject as to enforceability to (x) applicable bankruptcy,
        reorganization, insolvency, moratorium or other similar laws affecting
creditors' rights generally, (y) general principles of equity 
        (regardless of whether enforcement is sought in a proceeding in equity
    or at law), and (z) with respect to rights of indemnity under this
         Agreement or the Insurance Agreement limitations of public policy under
applicable securities laws.                                   

   H. The execution, delivery and performance of this Agreement, the
  Pooling and Servicing Agreement, the Insurance Agreement and any
        Subsequent Transfer Agreement by the Depositor and the consummation of
        the transactions contemplated hereby and thereby, and the issuance and
   delivery of the Certificates do not and will not conflict with or
       result in a breach or violation of any of the terms or provisions of,
        or constitute a default under, any indenture, mortgage, deed of trust,
        loan agreement or other agreement or instrument to which the Depositor
    is a party, by which the Depositor is bound or to which any of the
     properties or assets of the Depositor or any of its subsidiaries is
         subject, which breach or violation would have a material adverse effect
      on the business, operations or financial condition of the Depositor,
        nor will such actions result in any violation of the provisions of the
         articles of incorporation or by-laws of the Depositor or any statute or
      any order, rule or regulation of any court or governmental agency or
         body having jurisdiction over the Depositor or any of its properties or
        assets, which breach or violation would have a material adverse effect
      on the business, operations or financial condition of the Depositor.

         I. The Depositor has no reason to believe that Coopers & Lybrand L.L.P.
         are not independent public accountants with respect to the Depositor as
required by the Securities Act and the Rules and Regulations. 

EX-1.1
6th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 6th
J. The direction by the Depositor to the Trustee to execute,  
authenticate, issue and deliver the Certificates has been duly
     authorized by the Depositor, and assuming the Trustee has been duly
         authorized to do so, when executed, authenticated, issued and delivered
        by the Trustee in accordance with the Pooling and Servicing Agreement,
     the Certificates will be validly issued and outstanding and will be
entitled to the benefits provided by the Pooling and Servicing
Agreement.                                                    

K. No consent, approval, authorization, order, registration or
      qualification of or with any court or governmental agency or body of
        the United States is required for the issuance of the Certificates and
  the sale of the Offered Certificates to the Underwriters, or the
         consummation by the Depositor of the other transactions contemplated by
    this Agreement, the Pooling and Servicing Agreement, the Insurance
       Agreement and any Subsequent Transfer Agreement except such consents,
      approvals, authorizations, registrations or qualifications as may be
         required under state securities or blue sky laws in connection with the
purchase and distribution of the Offered Certificates by the  
Underwriters or as have been obtained.                        

 L. The Depositor possesses all material licenses, certificates,
    authorities or permits issued by the appropriate State, Federal or
         foreign regulatory agencies or bodies necessary to conduct the business
 now conducted by it and as described in the Prospectus, and the
      Depositor has not received notice of any proceedings relating to the
        revocation or modification of any such license, certificate, authority
        or permit which if decided adversely to the Depositor would, singly or
      in the aggregate, materially and adversely affect the conduct of its
business, operations or financial condition.                  

       M. At the time of execution and delivery of the Pooling and Servicing
        Agreement, the Depositor will: (i) have good title to the Initial Home
  Equity Loans conveyed by the Seller, free and clear of any lien,
        mortgage, pledge, charge, encumbrance, adverse claim or other security
        interest (collectively, "Liens"); (ii) not have assigned to any person
    any of its right or title in the Initial Home Equity Loans, in the
     Pooling and Servicing Agreement or in the Certificates being issued
      pursuant thereto; and (iii) have the power and authority to sell its
      interest in the Initial Home Equity Loans to the Trustee and to sell
  the Offered Certificates to the Underwriters. Upon execution and
     delivery of the Pooling and Servicing Agreement by the Trustee, the
     Trustee will acquire beneficial ownership of all of the Depositor's
 right, title and interest in and to the Home Equity Loans. Upon
delivery to the Underwriters of the Offered Certificates, the 
        Underwriters will have good title to the Offered Certificates, free of
any Liens.                                                    

     N. At the time of execution and delivery of any Subsequent Transfer
      Agreement, the Depositor will: (i) have good title in the Subsequent
        Home Equity Loans conveyed by the Seller, free and clear of any Liens;
       (ii) not have assigned to any person any of its right or title in the
         Subsequent Home Equity Loans, in the Pooling and Servicing Agreement or
in the Certificates being issued pursuant                     

EX-1.1
7th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 7th
        thereto; and (iii) have the power and authority to sell the Subsequent
      Home Equity Loans to the Trustee. Upon execution and delivery of the
        Subsequent Transfer Agreement by the Trustee, the Trustee will acquire
 beneficial ownership of all of the Depositor's right, title and
interest in and to the Subsequent Home Equity Loans.          

       O. As of the Cut-Off Date, each of the Initial Home Equity Loans will
    meet the eligibility criteria described in the Prospectus and will
  conform to the descriptions thereof contained in the Prospectus.

    P. As of any Subsequent Transfer Date, each of the Subsequent Home
  Equity Loans will meet the eligibility criteria described in the
      Prospectus and will conform to the descriptions thereof contained in
the Prospectus.                                               

   Q. Neither the Depositor nor the Trust created by the Pooling and
      Servicing Agreement is an "investment company" within the meaning of
         such term under the Investment Company Act of 1940 (the "1940 Act") and
the rules and regulations of the Commission thereunder.       

      R. At the Closing Date, the Offered Certificates and the Pooling and
  Servicing Agreement will conform in all material respects to the
descriptions thereof contained in the Prospectus.             

        S. At the Closing Date, the Offered Certificates shall have been rated
         in the respective rating categories by the nationally recognized rating
      agencies, as described in the Prospectus Supplement under "Ratings".

      T. Any taxes, fees and other governmental charges in connection with
         the execution, delivery and issuance of this Agreement, the Pooling and
     Servicing Agreement, and the Certificates have been paid or will be
paid at or prior to the Closing Date.                         

       U. At the Closing Date, each of the representations and warranties of
        the Depositor set forth in the Pooling and Servicing Agreement and the
        Insurance Agreement will be true and correct in all material respects.

EX-1.1
8th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 8th
        Any certificate signed by an officer of the Depositor and delivered to
an Underwriter or counsel for the Underwriters in connection with an offering of
the Offered Certificates shall be deemed, and shall state that it is, a         
representation and warranty as to the matters covered thereby to each person to 
whom the representations and warranties in this Section 1 are made.             

    SECTION 2 Purchase and Sale. The commitment of the Underwriters to
purchase the Offered Certificates pursuant to this Agreement shall be deemed to 
have been made on the basis of the representations and warranties herein        
contained and shall be subject to the terms and conditions herein set forth. The
Depositor agrees to instruct the Trustee to issue the Offered Certificates and  
agrees to sell to each Underwriter, and each Underwriter agrees (except as      
provided in Sections 10 and 11 hereof) severally and not jointly to purchase    
from the Depositor the aggregate initial principal amounts or percentage        
interests of the respective Class or Classes of Offered Certificates set forth  
opposite their names on Schedule A, at the purchase price or prices set forth in
Schedule A. The Underwriters may offer the Offered Certificates to certain      
dealers at such prices less a concession not in excess of the respective amounts
set forth in Schedule A. The Underwriters may allow and such dealers may reallow
a discount to certain dealers not in excess of the respective amounts set forth 
in Schedule A.                                                                  

         SECTION 3 Delivery and Payment. Delivery of and payment for the Offered
Certificates to be purchased by the Underwriters shall be made at the offices of
Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038, or at 
such other place as shall be agreed upon by the Representative and the Depositor
at 10:00 A.M. New York City time on June 10, 1998, or at such other time or date
as shall be agreed upon in writing by the Representative and the Depositor (such
date being referred to as the "Closing Date"). Payment shall be made to the     
Depositor by wire transfer of same day funds payable to the account of the      
Depositor. Delivery of the Offered Certificates shall be made to the            
Representative for the accounts of the applicable Underwriters against payment  
of the purchase price thereof. The Certificates shall be in such authorized     
denominations and registered in such names as the Representative may request in 
writing at least two business days prior to the Closing Date. The Offered       
Certificates will be made available for examination by the Representative no    
later than 2:00 P.M. New York City time on the first business day prior to the  
Closing Date.                                                                   

SECTION 4 Offering by the Underwriters.                       

       A. It is understood that, subject to the terms and conditions hereof,
        the Underwriters propose to offer the Offered Certificates for sale to
the public as set forth in the Prospectus.                    

      B. It is understood that each Underwriter may prepare and provide to
    prospective investors certain Computational Materials and ABS Term
     Sheets in connection with the offering of the Offered Certificates,
subject to the following conditions:                          

EX-1.1
9th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 9th
                 1. In connection with its use of Computational Materials, the
         applicable Underwriter shall comply with all applicable requirements of
     the No-Action Letter, dated May 20, 1994, issued by the Division of
     Corporation Finance of the Commission to Kidder, Peabody Acceptance
         Corporation I, Kidder, Peabody & Co. Incorporated and Kidder Structured
         Asset Corporation, as made applicable to other issuers and underwriters
         by the Division of Corporation Finance of the Commission in response to
         the request of the Public Securities Association ("PSA"), dated May 23,
   1994 (collectively, the "Kidder/PSA Letters"), as well as the PSA
  Letter referred to below. In connection with its use of ABS Term
     Sheets, the applicable Underwriter shall comply with all applicable
         requirements of the No-Action Letter dated February 17, 1995, issued by
        the Division of Corporation Finance of the Commission to PSA (the "PSA
   Letter" and, together with the Kidder/PSA Letters, the "No-Action
Letters").                                                    

              2. The term "Computational Materials" as used herein shall
         have the meaning given to such term in the No-Action Letters, but shall
       include only those Computational Materials that have been prepared or
  delivered to prospective investors by or at the direction of the
       applicable Underwriter. The terms "ABS Term Sheets," "Collateral Term
    Sheets" and "Structural Term Sheets" as used herein shall have the
        meanings given to such terms in the PSA Letter, but shall include only
         those ABS Term Sheets, Collateral Term Sheets or Structural Term Sheets
        that have been prepared or delivered to prospective investors by or at
the direction of the applicable Underwriter.                  

                  3. All Computational Materials and ABS Term Sheets provided to
     prospective investors that are required to be filed pursuant to the
       No-Action Letter shall bear a legend in a form previously agreed upon
by the Depositor and the applicable Underwriter.              

                  4. Any Computational Materials and ABS Term Sheets are subject
        to review by and approval of the Depositor prior to their distribution
         to any prospective investors and a copy of such Computational Materials
         and ABS Term Sheets as are delivered to prospective investors shall, in
      addition to the following delivery requirements, be delivered to the
  Depositor simultaneously with delivery to prospective investors.

                  5. Each applicable Underwriter shall provide to the Depositor,
        for filing on Form 8-K as provided in Section 5(E), two printed copies
        and one electronic copy on diskette (in such format as required by the
Depositor) of all Computational Materials and ABS Term Sheets 
        distributed by such Underwriter and that are required to be filed with
    the Commission pursuant to the No-Action Letters. Each delivery of
         Computational Materials or ABS Term Sheets to the Depositor pursuant to
         this paragraph shall be effected by delivering one printed copy and one
  electronic copy on diskette of such materials to counsel for the
Depositor on behalf of the                                    

EX-1.1
10th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 10th
       Depositor and one printed copy of such materials to the Depositor. An
      Underwriter may provide copies of the foregoing in a consolidated or
      aggregate form that includes all information required to be filed by
   such Underwriter. All Computational Materials and ABS Term Sheets
      described in this Section must be provided to the Depositor no later
        than 10:00 a.m., New York time, on the Business Day before the date on
which filing thereof is required pursuant to the terms of this
    Agreement. Each Underwriter agrees that it will not provide to any
  investor or prospective investor of the Offered Certificates any
    Computational Materials or ABS Terms Sheets on or after the day on
      which Computational Materials and ABS Term Sheets are required to be
       provided to the Depositor pursuant to this Section (other than copies
       of Computational Materials or ABS Term Sheets previously submitted to
      the Depositor in accordance with this Section for filing pursuant to
      Section 5(E), unless such Computational Materials or ABS Term Sheets
     are preceded or accompanied by the delivery of a Prospectus to such
investor or prospective investor.                             

                  6. All information included in the Computational Materials and
    ABS Term Sheets shall be generated based on substantially the same
         methodolgy and assumptions that are used to generate the information in
         the Prospectus Supplement as set forth therein; provided, however, that
         the Computational Materials and ABS Term Sheets may include information
         based on alternative methodologies or assumptions specified therein. If
        any Computational Materials or ABS Term Sheets that are required to be
 filed contain any material error, to the extent the Prospective
       Supplement does not specifically correct such error, the Underwriters
     shall prepare revised corrected Computational Materials or ABS Term
 Sheets, as the case maybe, circulate such revised Computational
        Materials or ABS Term Sheets, as the case may be, to all recipients of
the preliminary versions thereof that indicated orally to the 
        Underwriter that they would purchase all or any portion of the Offered
      Certificates and include such revised Computational Materials or ABS
     Term Sheets (marked "as revised") in the materials delivered to the
Depositor pursuant to Section 4(B)(5) hereof.                 

       7. The Depositor shall not be obligated to file any
       Computational Materials or ABS Term sheets that (i) in the reasonable
determination of the Depositor and the Underwriters and their 
 respective counsel are not required to be filed pursuant to the
        No-Action Letters or (ii) have been determined to contain any material
       error; provided that, at the request of an Underwriter, the Depositor
     will file Computational Materials or ABS Term Sheets that contain a
 material error if clearly marked "superseded by materials dated
         __________" and accompanied by corrected Computational Materials or ABS
      Term sheets that are marked "material previously dated _________, as
corrected.".                                                  

 C. Each Underwriter represents and warrants and agrees with the
     Depositor that, as of the date hereof and the Closing Date, (i) the
        Computational Materials and ABS Term Sheets furnished to the Depositor
pursuant to Section 4(B)(5) constitute                        

EX-1.1
11th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 11th
  (either in original, aggregated or consolidated form) all of the
       materials furnished to prospective investors by the Underwriter prior
       to the time of delivery thereof to the Depositor that are required to
       be filed with the Commission with respect to the Offered Certificates
  in accordance with the No-Action Letters, and such Computational
   Materials and ABS Term Sheets comply with the requirements of the
        No-Action Letters, (ii) the Underwriter has not and will not represent
     to potential investors that any Computational Materials or ABS Term
      Sheets were prepared or disseminated on behalf of the Depositor, and
      (iii) all Computational Materials and ABS Term Sheets (or underlying
materials distributed to prospective investors on which the   
       Computational Materials and ABS Term Sheets were based) contained and
   will contain the legend in the form previously agreed upon by the
       Depositor and the Underwriters as required by Section 4(B)(3) hereof.

        Notwithstanding the foregoing, the Underwriters make no representation
or warranty as to whether any Computational Materials or ABS Term Sheets (or any
written or electronic materials furnished to prospective investors on which the 
Computational Materials or ABS Term Sheets are based) included or will include  
any inaccurate statement resulting directly from any error contained in the     
Seller-Provided Information provided to the Underwriters by the Depositor.      

      D. If an Underwriter does not provide any Computational Materials or
   ABS Term Sheets to the Depositor pursuant to Section 4(B)(4), the
    Underwriter shall be deemed to have represented, as of the Closing
  Date, that it did not provide any prospective investors with any
  information in written or electronic form in connection with the
        offering of the Offered Certificates that is required to be filed with
the Commission in accordance with the No-Action Letters.      

         SECTION 5 Covenants of the Depositor and IMC. The Depositor and, to the
extent the provisions of Section 5 (I) below relate to IMC, IMC each agrees as  
follows:                                                                        

         A. To prepare the Prospectus in a form approved by the Underwriters and
      to file such Prospectus pursuant to Rule 424(b) under the Securities
     Act not later than the Commission's close of business on the second
  business day following the availability of the Prospectus to the
    Underwriters to make no further amendment or any supplement to the
       Registration Statement or to the Prospectus prior to the Closing Date
        except as permitted herein; to advise the Underwriters, promptly after
   it receives notice thereof, of the time when any amendment to the
         Registration Statement has been filed or becomes effective prior to the
 Closing Date or any supplement to the Prospectus or any amended
        Prospectus has been filed prior to the Closing Date and to furnish the
        Underwriters with copies thereof; to file promptly all reports and any
        definitive proxy or information statements required to be filed by the
       Depositor with the Commission pursuant to Section 13(a), 13(c), 14 or
         15(d) of the Exchange Act subsequent to the date of the Prospectus and,
       for so long as the delivery of a prospectus is required in connection
    with the offering or sale of the Offered Certificates; to promptly
advise the Underwriters of its receipt of notice of           

EX-1.1
12th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 12th
       the issuance by the Commission of any stop order or of: (i) any order
         preventing or suspending the use of the Prospectus; (ii) the suspension
       of the qualification of the Offered Certificates for offering or sale
in any jurisdiction; (iii) the initiation of or threat of any 
         proceeding for any such purpose; (iv) any request by the Commission for
    the amending or supplementing of the Registration Statement or the
        Prospectus or for additional information. In the event of the issuance
       of any stop order or of any order preventing or suspending the use of
    the Prospectus or suspending any such qualification, the Depositor
      promptly shall use its best efforts to obtain the withdrawal of such
order by the Commission.                                      

   B. To furnish promptly to the Underwriters and to counsel for the
        Underwriters a signed copy of the Registration Statement as originally
         filed with the Commission, and of each amendment thereto filed with the
  Commission, including all consents and exhibits filed therewith.

         C. To deliver promptly to the Underwriters such number of the following
       documents as the Underwriters shall reasonably request: (i) conformed
   copies of the Registration Statement as originally filed with the
Commission and each amendment thereto (in each case including 
exhibits); (ii) the Prospectus and any amended or supplemented
     Prospectus; and (iii) any document incorporated by reference in the
Prospectus (including exhibits thereto). If the delivery of a 
    prospectus is required at any time prior to the expiration of nine
         months after the Effective Time in connection with the offering or sale
        of the Offered Certificates, and if at such time any events shall have
 occurred as a result of which the Prospectus as then amended or
       supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary in order to make the
        statements therein, in the light of the circumstances under which they
         were made when such Prospectus is delivered, not misleading, or, if for
         any other reason it shall be necessary during such same period to amend
    or supplement the Prospectus or to file under the Exchange Act any
         document incorporated by reference in the Prospectus in order to comply
         with the Securities Act or the Exchange Act, the Depositor shall notify
       the Underwriters and, upon the Underwriters' request, shall file such
         document and prepare and furnish without charge to the Underwriters and
         to any dealer in securities as many copies as the Underwriters may from
time to time reasonably request of an amended Prospectus or a 
        supplement to the Prospectus which corrects such statement or omission
       or effects such compliance, and in case the Underwriters are required
        to deliver a Prospectus in connection with sales of any of the Offered
        Certificates at any time nine months or more after the Effective Time,
upon the request of the Underwriters but at their expense, the
        Depositor shall prepare and deliver to the Underwriters as many copies
as the Underwriters may reasonably request of an amended or   
supplemented Prospectus complying with Section 10(a)(3) of the
Securities Act.                                               

D. To file promptly with the Commission any amendment to the  
   Registration Statement or the Prospectus or any supplement to the
Prospectus that may, in the                                   

EX-1.1
13th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 13th
   judgment of the Depositor or the Underwriters, be required by the
Securities Act or requested by the Commission.                

      E. The Depositor will cause any Computational Materials and ABS Term
        Sheets with respect to the Offered Certificates which are delivered by
       any Underwriter to the Depositor as provided in Section 4(B)(5) to be
        filed with the Commission on a Current Report on Form 8-K at or before
        the time of filing of the Prospectus pursuant to Rule 424(b) under the
  Securities Act; to cause any ABS Term Sheets with respect to the
         Certificates that are delivered to the Depositor as provided in Section
        4(B)(5) to be filed with the Commission on one or more Current Reports
   on Form 8-K (i) at or before the time of filing of the Prospectus
     pursuant to Rule 424(b) of the Rules and Regulations in the case of
        Structural Term Sheets, and (ii) within two Business Days of first use
    in the case of Collateral Term Sheets. Prior to any such filing of
       Computational Materials or ABS Term Sheets (other than any Collateral
         Term Sheets that are not based on Home Equity Loan information provided
      to the Underwriters by the Depositor) by the Depositor, however, the
     applicable Underwriter must comply with its obligations pursuant to
        Section 4(B) and the Depositor must receive a letter from independent,
         certified public accountants, satisfactory in form and substance to the
       Depositor, the Depositor's counsel and the applicable Underwriter, to
   the effect that such accountants have performed certain specified
       procedures, all of which have been agreed to by the Depositor and the
       applicable Underwriter, as a result of which they determined that all
     information that is included in the Computational Materials and ABS
        Term Sheets (if any) provided by such Underwriter to the Depositor for
        filing on Form 8-K, as provided in Section 4(B) and this Section 5(E),
  is accurate except as to such matters that are not deemed by the
  Depositor to be material. The Depositor shall file any corrected
         Computational Materials or ABS Term Sheets described in Section 4(B)(7)
as soon as practicable following receipt thereof.             

        F. To furnish the Underwriters and counsel for the Underwriters, prior
 to filing with the Commission, and to obtain the consent of the
        Underwriters for the filing of the following documents relating to the
         Certificates: (i) amendment to the Registration Statement or supplement
 to the Prospectus, or document incorporated by reference in the
      Prospectus, or (ii) Prospectus pursuant to Rule 424 of the Rules and
Regulations.                                                  

       G. To make generally available to holders of the Offered Certificates
       as soon as practicable, but in any event not later than 90 days after
         the close of the period covered thereby, a statement of earnings of the
       Trust (which need not be audited) complying with Section 11(a) of the
        Securities Act and the Rules and Regulations (including, at the option
      of the Depositor, Rule 158) and covering a period of at least twelve
        consecutive months beginning not later than the first day of the first
fiscal quarter following the Closing Date.                    

EX-1.1
14th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 14th
      H. To use its best efforts, in cooperation with the Underwriters, to
  qualify the Offered Certificates for offering and sale under the
      applicable securities laws of such states and other jurisdictions of
       the United States or elsewhere as the Underwriters may designate, and
         maintain or cause to be maintained such qualifications in effect for as
long as may be required for the distribution of the Offered   
   Certificates. The Depositor will file or cause the filing of such
statements and reports as may be required by the laws of each 
        jurisdiction in which the Offered Certificates have been so qualified.

     I. Unless the Underwriters shall otherwise have given their written
      consent, no pass-through certificates backed by home equity loans or
       other similar securities representing interest in or secured by other
     mortgage-related assets originated or owned by the Depositor or IMC
      shall be publicly offered, sold nor shall the Depositor or IMC enter
        into any contractual arrangements that contemplate the public offering
    or sale of such securities for a period of seven (7) business days
        following the commencement of the offering of the Offered Certificates
to the public.                                                

 J. So long as the Offered Certificates shall be outstanding the
Depositor shall cause the Trustee, pursuant to the Pooling and
     Servicing Agreement, to deliver to the Underwriters as soon as such
        statements are furnished to the Owners: (i) the annual statement as to
     compliance delivered to the Trustee pursuant to Section 8.16 of the
         Pooling and Servicing Agreement; (ii) the annual statement of a firm of
     independent public accountants furnished to the Trustee pursuant to
        Section 8.17 of the Pooling and Servicing Agreement; (iii) the monthly
       servicing report furnished to the Trustee pursuant to Section 7.08 of
   the Pooling and Servicing Agreement; and (iv) the monthly reports
     furnished to the Certificateholders pursuant to Section 7.09 of the
Pooling and Servicing Agreement.                              

        K. To apply the net proceeds from the sale of the Offered Certificates
in the manner set forth in the Prospectus.                    

        SECTION 6 Conditions to the Underwriters' Obligations. The obligations
of the Underwriters to purchase the Offered Certificates pursuant to this       
Agreement are subject to: (i) the accuracy on and as of the Closing Date of the 
representations and warranties on the part of the Depositor and IMC herein      
contained; (ii) the performance by the Depositor of all of its obligations      
hereunder; and (iii) the following conditions as of the Closing Date:           

A. The Underwriters shall have received confirmation of the   
       effectiveness of the Registration Statement. No stop order suspending
     the effectiveness of the Registration Statement or any part thereof
      shall have been issued and no proceeding for that purpose shall have
    been initiated or threatened by the Commission. Any request of the
        Commission for inclusion of additional information in the Registration
Statement or the Prospectus shall have been complied with.    

EX-1.1
15th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 15th
    B. The Underwriters shall not have discovered and disclosed to the
 Depositor on or prior to the Closing Date that the Registration
    Statement or the Prospectus or any amendment or supplement thereto
        contains an untrue statement of a fact or omits to state a fact which,
  in the opinion of Stroock & Stroock & Lavan LLP, counsel for the
      Underwriters, is material and is required to be stated therein or is
necessary to make the statements therein not misleading.      

      C. All corporate proceedings and other legal matters relating to the
     authorization, form and validity of this Agreement, the Pooling and
     Servicing Agreement, the Insurance Agreement, the Certificates, the
        Registration Statement and the Prospectus, and all other legal matters
     relating to this Agreement and the transactions contemplated hereby
     shall be satisfactory in all respects to the Underwriters and their
     counsel, and the Depositor shall have furnished to such counsel all
      documents and information that they may reasonably request to enable
them to pass upon such matters.                               

      D. Arter & Hadden LLP shall have furnished to the Underwriters their
written opinion, as counsel to the Depositor, addressed to the
Underwriters and dated the Closing Date, in form and substance
satisfactory to the Underwriters, to the effect that:         

      1. The conditions to the use by the Depositor of a
                registration statement on Form S-3 under the Securities Act,
              as set forth in the General Instructions to Form S-3, have
                 been satisfied with respect to the Registration Statement and
the Prospectus.                             

                 2. The Registration Statement and any amendments thereto have
                  become effective under the Securities Act; to the best of such
     counsel's knowledge, no stop order suspending the
               effectiveness of the Registration Statement has been issued
              and not withdrawn and no proceedings for that purpose have
             been instituted or threatened and not terminated; and the
                Registration Statement, the Prospectus and each amendment or
                 supplement thereto, as of their respective effective or issue
               dates (other than the financial and statistical information
               contained therein, as to which such counsel need express no
               opinion), complied as to form in all material respects with
             the applicable requirements of the Securities Act and the
Rules and Regulations.                      

            3. To the best of such counsel's knowledge, there are no
          material contracts, indentures or other documents of a
            character required to be described or referred to in the
              Registration Statement or the Prospectus or to be filed as
           exhibits to the Registration Statement other than those
                described or referred to therein or filed or incorporated by
reference as exhibits thereto.              

                 4. The statements set forth in the Basic Prospectus under the
                 captions "Description of The Securities" and "The Pooling and
Servicing Agreement"                        

EX-1.1
16th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 16th
       and in the Prospectus Supplement under the captions
                  "Description of the Class A Certificates" and "The Pooling and
                  Servicing Agreement," to the extent such statements purport to
              summarize certain provisions of the Certificates or of the
                 Pooling and Servicing Agreement, are fair and accurate in all
material respects.                          

         5. The statements set forth in the Prospectus and the
   Prospectus Supplement under the captions "ERISA
                Considerations" and "Federal Income Tax Consequences" to the
                 extent that they constitute matters of federal law, provide a
         fair and accurate summary of such law or conclusions.

          6. The Pooling and Servicing Agreement conforms in all
                 material respects to the description thereof contained in the
                  Prospectus and is not required to be qualified under the Trust
           Indenture Act of 1939, as amended, and the Trust is not
                 required to be registered under the Investment Company Act of
1940, as amended.                           

            7. Neither the Depositor nor the Trust is an "investment
                 company" or under the "control" of an "investment company" as
such terms are defined in the 1940 Act.     

                  8. Assuming that (a) the Trustee causes each of the Upper-Tier
            REMIC and the Lower-Tier REMIC (other than the Non-REMIC
              Accounts, as defined in the Prospectus Supplement), as the
             Trustee has covenanted to do in the Pooling and Servicing
                  Agreement, to be treated as a "real estate mortgage investment
          conduit" (the "REMIC"), as such term is defined in the
                  Internal Revenue Code of 1986, as amended (the "Code") and (b)
                  the parties to the Pooling and Servicing Agreement comply with
                  the terms thereof, the Offered Certificates will be treated as
               "regular interests" in the Upper-Tier REMIC and the Class R
            Certificates will constitute the sole class of "residual
                  interest" in the Upper-Tier REMIC. The Trust is not subject to
                tax upon its income or assets by any taxing authority of the
State of New York.                          

            9. To the best of such counsel's knowledge, there are no
             actions, proceedings or investigations pending that would
                 adversely affect the status of either the Upper-Tier REMIC or
                 the Lower-Tier REMIC (other than the Non-REMIC Accounts) as a
REMIC.                                      

            10. As a consequence of the qualification of each of the
             Upper-Tier REMIC and the Lower-Tier REMIC (other than the
                 Non-REMIC Accounts) as a REMIC, the Offered Certificates will
             be treated as "regular. . . interest(s) in a REMIC" under
               Section 7701(a)(19)(C) of the Code and "real estate assets"
                under Section 856(c) of the Code in the same proportion that
              the assets in the Trust consist of qualifying assets under
       such Sections. In addition, as a consequence of the
         qualification of each of the Upper-Tier REMIC and the

EX-1.1
17th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 17th
             Lower-Tier REMIC (other than the Non-REMIC Accounts) as a
                  REMIC, interest on the Offered Certificates will be treated as
         "interest on obligations secured by mortgages on real
                 property" under Section 856(c) of the Code to the extent that
                 such Offered Certificates are treated as "real estate assets"
under Section 856(c) of the Code.           

                  11. The Offered Certificates will, when issued, conform to the
     descriptions thereof contained in the Prospectus.

                 12. The Offered Certificates, when duly and validly executed,
                  authenticated and delivered in accordance with the Pooling and
                  Servicing Agreement and delivered to the Underwriters and paid
              for in accordance with the Underwriting Agreement, will be
         entitled to the benefits of the Pooling and Servicing
Agreement.                                  

      Such counsel shall also have furnished to the Underwriters a written
         statement, addressed to the Underwriters and dated the Closing Date, in
        form and substance satisfactory to the Underwriters to the effect that
        no facts have come to the attention of such counsel which lead them to
believe that: (a) the Registration Statement, at the time such
        Registration Statement became effective, contained an untrue statement
       of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
         misleading (except as to financial or statistical data contained in the
       Registration Statement); (b) the Prospectus, as of its date and as of
  the Closing Date, contained or contains an untrue statement of a
        material fact or omitted or omits to state a material fact required to
         be stated therein or necessary in order to make the statements therein,
   in the light of the circumstances under which they were made, not
  misleading; or (c) any document incorporated by reference in the
Prospectus or any further amendment or supplement to any such 
       incorporated document made by the Depositor prior to the Closing Date
     contained, as of the time it became effective or was filed with the
        Commission, as the case may be, an untrue statement of a material fact
      or omitted to state a material fact required to be stated therein or
        necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.     

      E. The Underwriters shall have received the favorable opinion, dated
 the Closing Date, of Arter & Hadden LLP, special counsel to the
    Depositor, addressed to the Depositor and satisfactory to Moody's,
         Standard & Poor's and the Underwriters, with respect to certain matters
  relating to the transfer of the Initial Home Equity Loans to the
       Depositor and from the Depositor to the Trust, and such counsel shall
       have consented to the reliance on such opinion by Moody's, Standard &
       Poor's and the Underwriters as though such opinion had been addressed
to each such party.                                           

EX-1.1
18th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 18th
        F. Mitchell W. Legler, P.A., special counsel to IMC, in IMC's capacity
        as both Seller and Servicer under the Pooling and Servicing Agreement,
      and/or Arter & Hadden shall have furnished to the Underwriters their
    written opinion or opinions, addressed to the Underwriters and the
Depositor and dated the Closing Date, in form and substance   
satisfactory to the Underwriters, to the effect that:         

               1. IMC has been duly organized and is validly existing as a
               corporation in good standing under the laws of the State of
            Florida and has duly authorized all actions contemplated
hereby.                                     

                2. IMC has full power and authority to serve in the capacity
      of seller and servicer of the Home Equity Loans as
              contemplated in the Pooling and Servicing Agreement and to
      transfer the Home Equity Loans to the Depositor as
        contemplated in the Pooling and Servicing Agreement.

                  3. This Agreement, the Insurance Agreement and the Pooling and
               Servicing Agreement have been duly authorized, executed and
         delivered by IMC and, assuming the due authorization,
                  execution and delivery of such agreements by the other parties
                  thereto, constitute the legal, valid and binding agreements of
                IMC, enforceable against IMC in accordance with their terms,
               subject as to enforceability to (x) bankruptcy, insolvency,
                  reorganization, moratorium, receivership or other similar laws
            now or hereafter in effect relating to creditors' rights
          generally and (y) the qualification that the remedy of
          specific performance and injunctive and other forms of
                equitable relief may be subject to equitable defenses and to
               the discretion, with respect to such remedies, of the court
            before which any proceedings with respect thereto may be
brought.                                    

                  4. No consent, approval, authorization, order, registration or
                qualification of or with any court or governmental agency or
         body having jurisdiction over IMC is required for the
                 consummation by the Servicer of the transactions contemplated
                 by the Pooling and Servicing Agreement, except such consents,
                  approvals, authorizations, registrations and qualifications as
have been obtained.                         

               5. Neither the transfer of the Initial Home Equity Loans by
        IMC to the Depositor, nor the execution, delivery or
                 performance by IMC of the Pooling and Servicing Agreement and
              the transactions contemplated thereby (A) conflict with or
                 result in a breach of, or constitute a default under, (i) any
           term or provision of the formation documents of IMC, as
          applicable; (ii) any term or provision of any material
                agreement, deed of trust, mortgage loan agreement, contract,
                 instrument or indenture, or other agreement to which IMC is a
                  party or is bound or to which any of the property or assets of
                IMC or any of its subsidiaries is subject; (iii) to the best
                  of such firm's knowledge without independent investigation any
order, judgment, writ, injunction or        

EX-1.1
19th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 19th
        decree of any court or governmental authority having
               jurisdiction over IMC; or (iv) any law, rule or regulations
                  applicable to IMC; or (B) to the best of such firm's knowledge
                 without independent investigation, results in the creation or
                imposition of any lien, charge or encumbrance upon the Trust
Estate or upon the Certificates.            

              6. The execution of the Pooling and Servicing Agreement is
                  sufficient to convey all of IMC's right, title and interest in
                the Initial Home Equity Loans to the Depositor and following
               the consummation of the transaction contemplated by Section
                3.05 of the Pooling and Servicing Agreement, the transfer of
              the Initial Home Equity Loans by IMC to the Depositor is a
sale thereof.                               

            7. Each Subsequent Transfer Agreement at the time of its
              execution and delivery will be sufficient to convey all of
                 IMC's right, title and interest in the Subsequent Home Equity
                Loans to the Depositor and following the consummation of the
        transaction contemplated by each Subsequent Transfer
                  Agreement, the transfer of the Subsequent Home Equity Loans by
IMC to the Depositor will be a sale thereof.

                 8. There are, to the best of such counsel's knowledge without
         independent investigation, no actions, proceedings or
                 investigations pending with respect to which IMC has received
                  service of process or threatened against IMC before any court,
             administrative agency or other tribunal (a) asserting the
        validity of the Pooling and Servicing Agreement, the
              Underwriting Agreement or the Certificates, (b) seeking to
       prevent the consummation of any of the transactions
              contemplated by the Pooling and Servicing Agreement or (c)
                  which would materially and adversely affect the performance by
    IMC of its obligations under, or the validity or
                 enforceability of, the Pooling and Servicing Agreement or the
Underwriting Agreement.                     

                     Such opinion may rely on the opinion of Florida
               counsel as to matters governed by Florida law to the extent
                such Florida opinion is satisfactory, in form and substance,
to the Underwriters.                        

      G. Arter & Hadden LLP, special counsel for the Depositor, shall have
       furnished to the Underwriters their written opinion, addressed to the
Underwriters and dated the Closing Date, in form and substance
satisfactory to the Underwriters, to the effect that:         

           1. The Depositor has been duly organized and is validly
                existing as a corporation in good standing under the laws of
              the State of Delaware and is in good standing as a foreign
              corporation in each jurisdiction in which its ownership or
                 lease of property or the conduct of its business so requires.
                 The Depositor has all power and authority necessary to own or
hold its                                    

EX-1.1
20th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 20th
                 properties and to conduct the business in which it is engaged
            and to enter into and perform its obligations under this
          Agreement, the Insurance Agreement and the Pooling and
           Servicing Agreement and to cause the Certificates to be
issued.                                     

              2. The Depositor has the requisite power and authority and
legal right to own the Class R Certificates.

              3. The Depositor is not in violation of its certificate of
                incorporation or by-laws or in default in the performance or
                 observance of any material obligation, agreement, covenant or
                  condition contained in any contract, indenture, mortgage, loan
           agreement, note, lease or other instrument to which the
                Depositor is a party or by which it or its properties may be
             bound, which default might result in any material adverse
            changes in the financial condition, earnings, affairs or
           business of the Depositor or which might materially and
                adversely affect the properties or assets, taken as a whole,
of the Depositor.                           

               4. This Agreement, the Pooling and Servicing Agreement, the
                  Insurance Agreement and the Purchase Agreement relating to the
       purchase of the Class R Certificates (the "Purchase
                 Agreement") have been duly authorized, and when duly executed
        and delivered by the Depositor and, assuming the due
               authorization, execution and delivery of such agreements by
               the other parties thereto, such agreements constitute valid
                 and binding obligations, enforceable against the Depositor in
         accordance with their respective terms, subject as to
                 enforceability to (x) bankruptcy, insolvency, reorganization,
               moratorium or other similar laws now or hereafter in effect
        relating to creditors' rights generally, (y) general
              principles of equity (regardless of whether enforcement is
            sought in a proceeding in equity or at law) and (z) with
               respect to rights of indemnity under this Agreement and the
           Insurance Agreement, limitations of public policy under
applicable securities laws.                 

                 5. The execution, delivery and performance of this Agreement,
                the Pooling and Servicing Agreement, the Insurance Agreement
                and each Subsequent Transfer Agreement by the Depositor, the
            consummation of the transactions contemplated hereby and
                 thereby, and the issuance and delivery of the Certificates do
           not and will not conflict with or result in a breach or
                 violation of any of the terms or provisions of, or constitute
                 a default under, any indenture, mortgage, deed of trust, loan
           agreement or other agreement or instrument to which the
                 Depositor is a party or by which the Depositor is bound or to
                  which any of the property or assets of the Depositor or any of
                its subsidiaries is subject, which breach or violation would
                 have a material adverse effect on the business, operations or
               financial condition of the Depositor, nor will such actions
                 result in a violation of the provisions of the certificate of
               incorporation or by-laws of the Depositor or any statute or
any                                         

EX-1.1
21st Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 21st
                 order, rule or regulation of any court or governmental agency
                or body having jurisdiction over the Depositor or any of its
                properties or assets, which breach or violation would have a
          material adverse effect on the business, operations or
financial condition of the Depositor.       

                6. The direction by the Depositor to the Trustee to execute,
                  issue, authenticate and deliver the Certificates has been duly
                  authorized by the Depositor and, assuming that the Trustee has
               been duly authorized to do so, when executed, authenticated
               and delivered by the Trustee in accordance with the Pooling
             and Servicing Agreement, the Certificates will be validly
                  issued and outstanding and will be entitled to the benefits of
the Pooling and Servicing Agreement.        

                  7. No consent, approval, authorization, order, registration or
                qualification of or with any court or governmental agency or
                 body of the United States is required for the issuance of the
                 Certificates, and the sale of the Offered Certificates to the
             Underwriters, or the consummation by the Depositor of the
          other transactions contemplated by this Agreement, the
                Insurance Agreement and the Pooling and Servicing Agreement,
                  except such consents, approvals, authorizations, registrations
                 or qualifications as may be required State securities or Blue
                Sky laws in connection with the purchase and distribution of
                the Offered Certificates by the Underwriters or as have been
previously obtained.                        

              8. There are not, to the best of such counsel's knowledge,
            after reasonable independent investigation, any actions,
               proceedings or investigations pending with respect to which
            the Depositor has received service of process before or,
           threatened by any court, administrative agency or other
                 tribunal to which the Depositor is a party or of which any of
          its properties is the subject: (a) which if determined
            adversely to the Depositor would have a material adverse
              effect on the business, results of operations or financial
               condition of the Depositor; (b) asserting the invalidity of
            the Pooling and Servicing Agreement, this Agreement, the
           Insurance Agreement or the Certificates; (c) seeking to
                prevent the issuance of the Certificates or the consummation
               by the Depositor of any of the transactions contemplated by
                the Pooling and Servicing Agreement, the Insurance Agreement
             or this Agreement, as the case may be; or (d) which might
          materially and adversely affect the performance by the
          Depositor of its obligations under, or the validity or
                enforceability of, the Pooling and Servicing Agreement, this
           Agreement, the Insurance Agreement or the Certificates.

  H. The Underwriters shall have received the favorable opinion of
  counsel to the Trustee, dated the Closing Date, addressed to the
   Underwriters and in form and scope satisfactory to counsel to the
Underwriters, to the effect that:                             

EX-1.1
22nd Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 22nd
                 1. The Trustee is a banking corporation duly incorporated and
             validly existing under the laws of the State of New York.

                 2. The Trustee has the full corporate trust power to execute,
             deliver and perform its obligations under the Pooling and
Servicing Agreement.                        

               3. The execution and delivery by the Trustee of the Pooling
                 and Servicing Agreement and the performance by the Trustee of
                  its obligations under the Pooling and Servicing Agreement have
                 been duly authorized by all necessary corporate action of the
Trustee.                                    

                 4. The Pooling and Servicing Agreement is a valid and legally
             binding obligation of the Trustee enforceable against the
Trustee.                                    

               5. The execution and delivery by the Trustee of the Pooling
                 and Servicing Agreement does not (a) violate the Organization
                Certificate of the Trustee or the Bylaws of the Trustee, (b)
                to such counsel's knowledge, violate any judgment, decree or
                 order of any New York or United States federal court or other
               New York or United States federal governmental authority by
                which the Trustee is bound or (c) assuming the non-existence
          of any judgment, decree or order of any court or other
         governmental authority that would be violated by such
                 execution and delivery, violate any New York or United States
               federal statute, rule or regulation or require any consent,
              approval or authorization of any New York or United States
            federal court or other New York or United States federal
governmental authority.                     

                  6. The Certificates have been duly authenticated, executed and
delivered by the Trustee.                   

               7. If the Trustee were acting as Servicer under the Pooling
               and Servicing Agreement as of the date of such opinion, the
                Trustee would have the full corporate trust power to perform
         the obligations of the Servicer under the Pooling and
Servicing Agreement; and                    

            8. To the best of such counsel's knowledge, there are no
                actions, proceedings or investigations pending or threatened
            against or affecting the Trustee before or by any court,
           arbitrator, administrative agency or other governmental
               authority which, if decided adversely to the Trustee, would
                 materially and adversely affect the ability of the Trustee to
              carry out the transactions contemplated in the Pooling and
Servicing Agreement.                        

EX-1.1
23rd Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 23rd
  I. The Underwriters shall have received the favorable opinion or
opinions, dated the date of the Closing Date, of counsel for the Underwriters,  
with respect to the issue and sale of the Offered Certificates, the Registration
Statement, this Agreement, the Prospectus and such other related matters as the 
Underwriters may reasonably require.                                            

         J. The Underwriters shall have received the favorable opinion dated the
Closing Date, from special counsel to the Certificate Insurer, in form and scope
satisfactory to counsel for the Underwriters, substantially to the effect that: 

              1. The Certificate Insurer is a monoline insurance company
             duly incorporated, validly existing, and in good standing
            under the laws of the State of New York. The Certificate
           Insurer is validly licensed and authorized to issue the
          Insurance Policy and perform its obligations under the
            Insurance Agreement and the Indemnification Agreement in
                  accordance with the terms thereof, under the laws of the State
of New York.                                

                 2. The Certificate Insurer has the corporate power to execute
                and deliver, and to take all action required of it under the
              Insurance Agreement, the Indemnification Agreement and the
Insurance Policy.                           

                 3. The execution, delivery and performance by the Certificate
                  Insurer of the Insurance Policy, the Indemnification Agreement
               and the Insurance Agreement does not require the consent or
                approval of, the giving of notice to, the prior registration
             with, or the taking of any other action in respect of any
                 state or other governmental agency or authority which has not
previously been obtained or effected.       

                  4. The Insurance Policy, the Indemnification Agreement and the
               Insurance Agreement have been duly authorized, executed and
                  delivered by the Certificate Insurer and constitute the legal,
           valid and binding agreement of the Certificate Insurer,
                  enforceable against the Certificate Insurer in accordance with
            its terms subject, as to enforcement, to (x) bankruptcy,
                 reorganization, insolvency, moratorium and other similar laws
                 relating to or affecting the enforcement of creditors' rights
              generally, including, without limitation, laws relating to
               fraudulent transfers or conveyances, preferential transfers
                  and equitable subordination, presently or from time to time in
                  effect and general principles of equity (regardless of whether
                  such enforcement is considered in a proceeding in equity or at
                 law), as such laws may be applied in any such proceeding with
                respect to the Certificate Insurer and (y) the qualification
              that the remedy of specific performance and other forms of
                equitable relief may be subject to equitable defenses and to
                 the discretion of the court before which any proceedings with
respect thereto may be brought.             

EX-1.1
24th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 24th
                5. To the extent the Insurance Policy constitutes a security
                within the meaning of Section 2(1) of the Securities Act, it
      is a security that is exempt from the registration
requirements of the Act.                    

          6. The information set forth under the caption "Credit
        Enhancement--The Insurance Policy" in the Prospectus
         Supplement, insofar as such information constitutes a
              description of the Insurance Policy, accurately summarizes
such Insurance Policy.                      

       K. The Underwriters shall have received a certificate from an officer
of the Certificate Insurer in the form previously agreed upon by counsel to the 
Underwriters.                                                                   

        L. The Depositor and IMC shall each have furnished to the Underwriters
a certificate, dated the Closing Date and signed by the Chairman of the Board,  
the President or a Vice President of the Depositor and IMC, respectively,       
stating as it relates to each such entity:                                      

                1. The representations and warranties made by such entity in
                 this Agreement and in the Pooling and Servicing Agreement are
                true and correct as of the Closing Date; and such entity has
              complied with all agreements contained herein which are to
            have been complied with on or prior to the Closing Date.

              2. The information contained in the Prospectus relating to
                 such entity and the Home Equity Loans is true and accurate in
            all material respects and nothing has come to his or her
              attention that would lead such officer to believe that the
                Registration statement or the Prospectus includes any untrue
                  statement of a material fact or omits to state a material fact
            necessary to make the statements therein not misleading.

          3. There has been no amendment or other document filed
               affecting the Certificate of Incorporation or bylaws of the
                Depositor since November 10, 1994 or the formation documents
             of IMC since June 19, 1990 and no such amendment has been
                authorized. No event has occurred since March 31, 1998 which
                  has affected the good standing of the Depositor under the laws
              of the State of Delaware or since March 31, 1998 which has
                 affected the good standing of IMC under the laws of the state
of Florida.                                 

                 4. There has not occurred any material adverse change, or any
                development involving a prospective material adverse change,
                 in the condition, financial or otherwise, or in the earnings,
              business or operations of such entity from March 31, 1998.

        In addition to the foregoing, the IMC certificate shall state that the
       representations and warranties set forth in Sections 1 D, E, F, G, H,
L, M, P and Q of this                                         

EX-1.1
25th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 25th
       Agreement are made by IMC instead of the Depositor and are true as to
        IMC as though such representations and warranties were fully set forth
in such certificate.                                          

       M. The Trustee shall have furnished to the Underwriters a certificate
       of the Trustee, signed by one or more duly authorized officers of the
         Trustee, dated the Closing Date, as to the due authorization, execution
        and delivery of the Pooling and Servicing Agreement by the Trustee and
         the acceptance by the Trustee of the trusts created thereby and the due
   execution, authentication and delivery of the Certificates by the
       Trustee thereunder and such other matters as the Representative shall
reasonably request.                                           

     N. The Insurance Policy and the Insurance Agreement shall have been
issued by the Certificate Insurer and shall have been duly    
        authenticated by an authorized agent of the Certificate Insurer, if so
required under applicable state law or regulations.           

        O. Each Class of the Offered Certificates shall have been rated in the
respective rating categories and by the nationally recognized 
         statistical rating organizations described in the Prospectus Supplement
under "Ratings."                                              

        P. The Depositor shall have furnished to the Underwriters such further
 information, certificates and documents as the Underwriters may
        reasonably have requested not less than three full business days prior
to the Closing Date.                                          

       Q. Prior to the Closing Date, counsel for the Underwriters shall have
        been furnished with such documents and opinions as they may reasonably
        require for the purpose of enabling them to pass upon the issuance and
         sale of the Certificates as herein contemplated and related proceedings
     or in order to evidence the accuracy and completeness of any of the
  representations and warranties, or the fulfillment of any of the
conditions, herein contained, and all proceedings taken by the
        Depositor in connection with the issuance and sale of the Certificates
       as herein contemplated shall be satisfactory in form and substance to
the Underwriters and counsel for the Underwriters.            

       R. Subsequent to the execution and delivery of this Agreement none of
        the following shall have occurred: (i) trading in securities generally
    on the New York Stock Exchange, the American Stock Exchange or the
     over-the-counter market shall have been suspended or minimum prices
        shall have been established on either of such exchanges or such market
        by the Commission, by such exchange or by any other regulatory body or
       governmental authority having jurisdiction; (ii) a banking moratorium
     shall have been declared by federal or state authorities; (iii) the
     United States shall have become engaged in hostilities, there shall
       have been an escalation of hostilities involving the United States or
       there shall have been a declaration of a national emergency or war by
         the United States; (v) any of the ratings assigned to the claims paying
     ability of the Certificate Insurer shall have been placed on credit
         watch, withdrawn or downgraded; or (v) there shall have occurred such a
material                                                      

EX-1.1
26th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 26th
       adverse change in general economic, political or financial conditions
        (or the effect of international conditions on the financial markets of
         the United States shall be such) as to make it in each of the instances
    set forth in clauses (i), (ii), (iii), (iv) and (v) herein, in the
        reasonable judgment of the Underwriters, impractical or inadvisable to
         proceed with the public offering or delivery of the Certificates on the
terms and in the manner contemplated in the Prospectus.       

        S. The Underwriters shall have received from Coopers & Lybrand L.L.P.,
         certified public accountants, a letter dated the date of the Prospectus
        Supplement and a letter dated the date hereof and satisfactory in form
         and substance to the Underwriters and their counsel, to the effect that
     they have performed certain specified procedures, all of which have
been agreed to by the Underwriters, as a result of which they 
    determined that certain information of an accounting, financial or
        statistical nature set forth in the Prospectus Supplement on the cover
         page thereof and under the captions "Summary of Terms - The Home Equity
        Loans", "Risk Factors - Nature of the Collateral; Junior Liens", "Risk
   Factors - Risk of Higher Default Rates for Home Equity Loans with
         Balloon Payments", "The Seller and Servicer - General", "The Seller and
         Servicer - Delinquency, Loan Loss and Foreclosure Information" and "The
  Home Equity Loan Pool - General," agrees with the records of the
Depositor excluding any questions of legal interpretation.    

  If any condition specified in this Section 6 shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Underwriters by notice to the Depositor at any time at or prior to the   
Closing Date, and such termination shall be without liability of any party to   
any other party except as provided in Section 7.                                

     All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the        
provisions hereof only if they are in form and substance reasonably satisfactory
to the Underwriters and their counsel.                                          

     SECTION 7 Payment of Expenses. The Depositor agrees to pay: (a) the
costs incident to the authorization, issuance, sale and delivery of the         
Certificates and any taxes payable in connection therewith; (b) the costs       
incident to the preparation, printing and filing under the Securities Act of the
Registration Statement and any amendments and exhibits thereto; (c) the costs of
distributing the Registration Statement as originally filed and each amendment  
thereto and any post-effective amendments thereof (including, in each case,     
exhibits), the Prospectus and any amendment or supplement to the Prospectus or  
any document incorporated by reference therein, all as provided in this         
Agreement; (d) the costs of reproducing and distributing this Agreement; (e) the
fees and expenses of qualifying the Certificates under the securities laws of   
the several jurisdictions designated by the Underwriters as provided in Section 
5(H) hereof and of preparing, printing and distributing a Blue Sky Memorandum   
and a Legal Investment Survey (including related fees and expenses of counsel to
the Underwriters); (f) any fees charged by securities rating services for rating
the Offered Certificates; (g) the costs of the accountant's letters referred to 
in Section 6(P) hereof; and (h) all other costs and expenses incident to the    
performance of the                                                              

EX-1.1
27th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 27th
obligations of the Depositor (including costs and expenses of your counsel);    
provided that, except as provided in this Section 7, the Underwriters shall pay 
their own costs and expenses, including the costs and expenses of their counsel,
any transfer taxes on the Offered Certificates which they may sell and the      
expenses of advertising any offering of the Offered Certificates made by the    
Underwriters, and the Underwriters shall pay the cost of any accountant's       
letters relating to any Computational Materials and ABS Term Sheets.            

        If this Agreement is terminated by the Underwriters in accordance with
the provisions of Section 6 or Section 11, the Depositor shall cause the        
Underwriters to be reimbursed for all reasonable out-of-pocket expenses,        
including fees and disbursements of Stroock & Stroock & Lavan LLP, counsel for  
the Underwriters.                                                               

        SECTION 8 Indemnification and Contribution. A. The Depositor agrees to
indemnify and hold harmless each Underwriter and each person, if any, who       
controls such Underwriter within the meaning of Section 15 of the Securities Act
from and against any and all loss, claim, damage or liability, joint or several,
or any action in respect thereof (including, but not limited to, any loss,      
claim, damage, liability or action relating to purchases and sales of the       
Offered Certificates), to which such Underwriter or any such controlling person 
may become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon, (i) any     
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, or any amendment thereof or supplement thereto, (ii) the
omission or alleged omission to state therein a material fact required to be    
stated therein or necessary to make the statements therein not misleading, (iii)
any untrue statement or alleged untrue statement of a material fact contained in
the Prospectus, or any amendment thereof or supplement thereto, or (iv) the     
omission or alleged omission to state therein a material fact required to be    
stated therein or necessary to make the statements therein, in the light of the 
circumstances under which they were made, not misleading and shall reimburse    
such Underwriter and each such controlling person promptly upon demand for any  
legal or other expenses reasonably incurred by such Underwriter or such         
controlling person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such        
expenses are incurred; provided, however, that the Depositor shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or  
action arises out of, or is based upon, any untrue statement or alleged untrue  
statement or omission or alleged omission made in the Prospectus, or any        
amendment thereof or supplement thereto, or the Registration Statement, or any  
amendment thereof or supplement thereto, in reliance upon and in conformity with
written information furnished to the Depositor by or on behalf of such          
Underwriter specifically for inclusion therein. The foregoing indemnity         
agreement is in addition to any liability which the Depositor may otherwise have
to any Underwriter or any controlling person of any of such Underwriter. The    
only information furnished by the Underwriters or on behalf of the Underwriters 
for use in connection with the preparation of the Registration Statement or the 
Prospectus is described in Section 8(I) hereof.                                 

EX-1.1
28th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 28th
B. Each Underwriter severally agrees to indemnify and hold harmless the         
Depositor, each of its directors, each of its officers who signed the           
Registration Statement, and each person, if any, who controls the Depositor     
within the meaning of Section 15 of the Securities Act against any and all loss,
claim, damage or liability, or any action in respect thereof, to which the      
Depositor or any such director, officer or controlling person may become        
subject, under the Securities Act or otherwise, insofar as such loss, claim,    
damage, liability or action arises out of, or is based upon, (i) any untrue     
statement or alleged untrue statement of a material fact contained in the       
Registration Statement, or any amendment thereof or supplement thereto, (ii) the
omission or alleged omission to state therein a material fact required to be    
stated therein or necessary to make the statements therein not misleading, (iii)
any untrue statement or alleged untrue statement of a material fact contained in
the Prospectus, or any amendment thereof or supplement thereto, or (iv) the     
omission or alleged omission to state therein a material fact required to be    
stated therein or necessary to make the statements therein, in the light of the 
circumstances under which they were made, not misleading, but in each case only 
to the extent that the untrue statement or alleged untrue statement or omission 
or alleged omission was made in reliance upon and in conformity with written    
information furnished to the Depositor by or on behalf of such Underwriter      
specifically for inclusion therein, and shall reimburse the Depositor and any   
such director, officer or controlling person for any legal or other expenses    
reasonably incurred by the Depositor or any director, officer or controlling    
person in connection with investigating or defending or preparing to defend     
against any such loss, claim, damage, liability or action as such expenses are  
incurred. The foregoing indemnity agreement is in addition to any liability     
which any Underwriter may otherwise have to the Depositor or any such director, 
officer or controlling person. The only information furnished by the            
Underwriters or on behalf of the Underwriters for use in connection with the    
preparation of the Registration Statement or the Prospectus is described in     
Section 8(I) hereof.                                                            

         C. Promptly after receipt by any indemnified party under this Section 8
of notice of any claim or the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against any indemnifying     
party under this Section 8, notify the indemnifying party in writing of the     
claim or the commencement of that action; provided, however, that the failure to
notify an indemnifying party shall not relieve it from any liability which it   
may have under this Section 8 except to the extent it has been materially       
prejudiced by such failure and, provided further, that the failure to notify any
indemnifying party shall not relieve it from any liability which it may have to 
any indemnified party otherwise than under this Section 8.                      

     If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying     
party shall be entitled to participate therein and, to the extent that it       
wishes, jointly with any other similarly notified indemnifying party, to assume 
the defense thereof with counsel reasonably satisfactory to the indemnified     
party. After notice from the indemnifying party to the indemnified party of its 
election to assume the defense of such claim or action, except to the extent    
provided in the next following paragraph, the indemnifying party shall not be   
liable to the indemnified party under this Section 8 for any legal or other     
expenses subsequently incurred by                                               

EX-1.1
29th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 29th
the indemnified party in connection with the defense thereof other than         
reasonable costs of investigation.                                              

       Any indemnified party shall have the right to employ separate counsel
in any such action and to participate in the defense thereof, but the fees and  
expenses of such counsel shall be at the expense of such indemnified party      
unless: (i) the employment thereof has been specifically authorized by the      
indemnifying party in writing; (ii) such indemnified party shall have been      
advised by such counsel that there may be one or more legal defenses available  
to it which are different from or additional to those available to the          
indemnifying party and in the reasonable judgment of such counsel it is         
advisable for such indemnified party to employ separate counsel; or (iii) the   
indemnifying party has failed to assume the defense of such action and employ   
counsel reasonably satisfactory to the indemnified party, in which case, if such
indemnified party notifies the indemnifying party in writing that it elects to  
employ separate counsel at the expense of the indemnifying party, the           
indemnifying party shall not have the right to assume the defense of such action
on behalf of such indemnified party, it being understood, however, the          
indemnifying party shall not, in connection with any one such action or separate
but substantially similar or related actions in the same jurisdiction arising   
out of the same general allegations or circumstances, be liable for the         
reasonable fees and expenses of more than one separate firm of attorneys (in    
addition to one local counsel per jurisdiction) at any time for all such        
indemnified parties, which firm shall be designated in writing by the related   
Underwriter, if the indemnified parties under this Section 8 consist of one or  
more Underwriters or any of its or their controlling persons, or the Depositor, 
if the indemnified parties under this Section 8 consist of the Depositor or any 
of the Depositor's directors, officers or controlling persons.                  

    Each indemnified party, as a condition of the indemnity agreements
contained in Section 8(A) and (B), shall use its best efforts to cooperate with 
the indemnifying party in the defense of any such action or claim. No           
indemnifying party shall be liable for any settlement of any such action        
effected without its written consent (which consent shall not be unreasonably   
withheld), but if settled with its written consent or if there be a final       
judgment for the plaintiff in any such action, the indemnifying party agrees to 
indemnify and hold harmless any indemnified party from and against any loss or  
liability by reason of such settlement or judgment.                             

        Notwithstanding the foregoing paragraph, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified   
party for fees and expenses of counsel, the indemnifying party agrees that it   
shall be liable for any settlement of any proceeding effected without its       
written consent if (i) such settlement is entered into more than 30 days after  
receipt by such indemnifying party of the aforesaid request and (ii) such       
indemnifying party shall not have reimbursed the indemnified party in accordance
with such request prior to the date of such settlement.                         

D.       [Reserved]                                           

EX-1.1
30th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 30th
    E. Each Underwriter severally agrees, assuming all Seller-Provided
Information is accurate and complete in all material respects, to indemnify and 
hold harmless the Depositor, each of the Depositor's officers and directors and 
each person who controls the Depositor within the meaning of Section 15 of the  
Securities Act against any and all losses, claims, damages or liabilities, joint
or several, to which they may become subject under the Securities Act or        
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement of a       
material fact contained in the Computational Materials and ABS Term Sheets      
provided by such Underwriter and agrees to reimburse each such indemnified party
for any legal or other expenses reasonably incurred by him, her or it in        
connection with investigating or defending or preparing to defend any such loss,
claim, damage, liability or action as such expenses are incurred. The           
obligations of an Underwriter under this Section 8(E) shall be in addition to   
any liability which such Underwriter may otherwise have.                        

         The procedures set forth in Section 8(C) shall be equally applicable to
this Section 8(E).                                                              

        F. If the indemnification provided for in this Section 8 shall for any
reason be unavailable to or insufficient to hold harmless an indemnified party  
under Section 8(A), (B) or (E) in respect of any loss, claim, damage or         
liability, or any action in respect thereof, referred to therein, then each     
indemnifying party shall, in lieu of indemnifying such indemnified party,       
contribute to the amount paid or payable by such indemnified party as a result  
of such loss, claim, damage or liability, or action in respect thereof, (i) in  
such proportion as shall be appropriate to reflect the relative benefits        
received by the Depositor on the one hand and the related Underwriter on the    
other from the offering of the related Offered Certificates or (ii) if the      
allocation provided by clause (i) above is not permitted by applicable law or if
the indemnified party failed to give the notice required under Section 8(C), in 
such proportion as is appropriate to reflect not only the relative benefits     
referred to in clause (i) above but also the relative fault of the Depositor on 
the one hand and the related Underwriter on the other with respect to the       
statements or omissions which resulted in such loss, claim, damage or liability,
or action in respect thereof, as well as any other relevant equitable           
considerations.                                                                 

    The relative benefits of the Depositor and an Underwriter shall be
deemed to be in such proportion as the total net proceeds from the offering     
(before deducting expenses) received by the Depositor bear to the total         
underwriting discounts and commissions as set forth on the cover page of the    
Prospectus Supplement received by such Underwriter.                             

 The relative fault of an Underwriter and the Depositor shall be
determined by reference to whether the untrue or alleged untrue statement of a  
material fact or omission or alleged omission to state a material fact relates  
to information supplied by the Depositor or by such Underwriter, the intent of  
the parties and their relative knowledge, access to information and opportunity 
to correct or prevent such statement or omission and other equitable            
considerations.                                                                 

EX-1.1
31st Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 31st
        The Depositor and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 8(F) were to be determined  
by pro rata allocation (even if the Underwriters were treated as one entity for 
such purposes) or by any other method of allocation which does not take into    
account the equitable considerations referred to herein. The amount paid or     
payable by an indemnified party as a result of the loss, claim, damage or       
liability, or action in respect thereof, referred to above in this Section 8(F) 
shall be deemed to include, for purposes of this Section 8(F), any legal or     
other expenses reasonably incurred by such indemnified party in connection with 
investigating or defending any such action or claim.                            

     For purposes of this Section 8, in no case shall any Underwriter be
responsible for any amount in excess of the amount of the underwriting discounts
and commissions received by such Underwriter in connection with its purchase of 
the Offered Certificates. No person guilty of fraudulent misrepresentation      
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent              
misrepresentation.                                                              

    G. For purposes of this Section 8, as to each Underwriter the term
"Computational Materials" and "ABS Term Sheets" means such portion, if any, of  
the information delivered to the Depositor by such Underwriter pursuant to      
Section 4(B) for filing with the Commission on Form 8-K as:                     

    (i) is not contained in the Prospectus without taking into account
information incorporated therein by reference through a Form 8-K; and           

(ii) does not constitute Seller-Provided Information.         

"Seller-Provided Information" means any computer tape (or other information)    
furnished to any Underwriter by or on behalf of the Seller and Servicer         
concerning the assets comprising the Trust.                                     

       H. The Seller and Servicer agrees to indemnify each indemnified party
referred to in Section 8(A) hereof with respect to Seller-Provided Information  
to the same extent as the indemnity granted under such section. The procedures  
set forth in Section 8(C) shall be equally applicable to this Section 8(H).     

  I. Each Underwriter confirms that the information regarding such
Underwriter set forth in the last paragraph on the cover page of the Prospectus 
Supplement and the information regarding such Underwriter set forth under the   
caption "Underwriting" in the Prospectus Supplement is correct, and the parties 
hereto acknowledge that such information constitutes the only information       
furnished in writing by or on behalf of any Underwriter for use in connection   
with the preparation of the Registration Statement or the Prospectus.           

 SECTION 9 Representations, Warranties and Agreements to Survive
Delivery. All representations, warranties and agreements contained in this      
Agreement or contained in                                                       

EX-1.1
32nd Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 32nd
certificates of officers of the Depositor submitted pursuant hereto shall remain
operative and in full force and effect, regardless of any investigation made by 
or on behalf of the Underwriters or controlling persons thereof, or by or on    
behalf of the Depositor and shall survive delivery of any Offered Certificates  
to the Underwriters.                                                            

       SECTION 10 Default by One or More of the Underwriters. If one or more
of the Underwriters participating in the public offering of the Offered         
Certificates shall fail at the Closing Date to purchase the Offered Certificates
which it is (or they are) obligated to purchase hereunder (the "Defaulted       
Certificates"), then the non-defaulting Underwriters shall have the right,      
within 24 hours thereafter, to make arrangements for one or more of the         
non-defaulting Underwriters, or any other underwriters, to purchase all, but not
less than all, of the Defaulted Certificates in such amounts as may be agreed   
upon and upon the terms herein set forth. If, however, the Underwriters have not
completed such arrangements within such 24-hour period, then:                   

      (i) if the aggregate principal amount of Defaulted Certificates does
 not exceed 10% of the aggregate principal amount of the Offered
Certificates to be purchased pursuant to this Agreement, the  
        non-defaulting Underwriters named in this Agreement shall be obligated
   to purchase the full amount thereof in the proportions that their
        respective underwriting obligations hereunder bear to the underwriting
obligations of all such non-defaulting Underwriters, or       

  (ii) if the aggregate principal amount of Defaulted Certificates
exceeds 10% of the aggregate principal amount of the Offered  
         Certificates to be purchased pursuant to this Agreement, this Agreement
shall terminate, without any liability on the part of any     
non-defaulting Underwriters.                                  

No action taken pursuant to this Section 10 shall relieve any 
defaulting Underwriter from the liability with respect to any default of such   
Underwriter under this Agreement.                                               

   In the event of a default by any Underwriter as set forth in this
Section 10, each of the Underwriters and the Depositor shall have the right to  
postpone the Closing Date for a period not exceeding five Business Days in order
that any required changes in the Registration Statement or Prospectus or in any 
other documents or arrangements may be effected.                                

     SECTION 11 Termination of Agreement. The Underwriters may terminate
this Agreement immediately upon notice to the Depositor, at any time at or prior
to the Closing Date if any of the events or conditions described in Section 6(P)
of this Agreement shall occur and be continuing. In the event of any such       
termination, the provisions of Section 7, the indemnity agreement set forth in  
Section 8, and the provisions of Sections 9 and 15 shall remain in effect.      

      SECTION 12 Obligations of IMC. IMC agrees with the Underwriters, for
the sole and exclusive benefit of each such Underwriter and each person         
controlling such                                                                

EX-1.1
33rd Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 33rd
Underwriter within the meaning of the Securities Act and not                  
for the benefit of any assignee thereof or any other person or persons dealing  
with such Underwriter, in consideration of and as an inducement to their        
agreement to purchase the Offered Certificates from the Depositor, to indemnify 
and hold harmless each Underwriter against any failure by the Depositor to      
perform its obligations to the Underwriters hereunder, including, without       
limitation, any failure by the Depositor to honor any obligation to any         
Underwriter pursuant to Section 8 hereof.                                       

      SECTION 13 Notices. All statements, requests, notices and agreements
hereunder shall be in writing, and:                                             

         A. if to the Underwriters, shall be delivered or sent by mail, telex or
       facsimile transmission to PaineWebber Incorporated 1285 Avenue of the
Americas, New York, New York 10019, Attention:                
     Barbara Dawson (with a copy to John Feary) (Fax: 212-713-7999); and

      B. if to the Depositor, shall be delivered or sent by mail, telex or
   facsimile transmission to care of IMC Securities, Inc., 5901 East
      Fowler Avenue, Tampa, Florida 33617-2362 Attention: Thomas Middleton
(Fax: (813) 984-2593).                                        

    SECTION 14 Persons Entitled to the Benefit of this Agreement. This
Agreement shall inure to the benefit of and be binding upon the Underwriters and
the Depositor, and their respective successors. This Agreement and the terms and
provisions hereof are for the sole benefit of only those persons, except that   
the representations, warranties, indemnities and agreements contained in this   
Agreement shall also be deemed to be for the benefit of the person or persons,  
if any, who control any of the Underwriters within the meaning of Section 15 of 
the Securities Act, and for the benefit of directors of the Depositor, officers 
of the Depositor who have signed the Registration Statement and any person      
controlling the Depositor within the meaning of Section 15 of the Securities    
Act. Nothing in this Agreement is intended or shall be construed to give any    
person, other than the persons referred to in this Section 14, any legal or     
equitable right, remedy or claim under or in respect of this Agreement or any   
provision contained herein.                                                     

   SECTION 15 Survival. The respective indemnities, representations,
warranties and agreements of the Depositor and the Underwriters contained in    
this Agreement, or made by or on behalf of them, respectively, pursuant to the  
shall survive the delivery of and payment for the Certificates and shall remain 
in full force and effect, regardless of any investigation made by or on behalf  
of any of them or any person controlling any of them.                           

        SECTION 16 Definition of the Term "Business Day". For purposes of this
Agreement, "Business Day" means any day on which the New York Stock Exchange,   
Inc. is open for trading.                                                       

      SECTION 17 Governing Law; Submission to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the State of  
New York without giving effect to the conflict of law rules thereof.            

EX-1.1
34th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 34th
    The parties hereto hereby submit to the jurisdiction of the United
States District Court for the Southern District of New York and any court in the
State of New York located in the city and County of New York, and appellate     
court from any thereof, in any action, suit or proceeding brought against it or 
in connection with this Agreement or any of the related documents or the        
transactions contemplated hereunder or for recognition or enforcement of any    
judgment, and the parties hereto hereby agree that all claims in respect of any 
such action or proceeding may be heard or determined in New York State court or,
to the extent permitted by law, in such federal court.                          

         SECTION 18 Counterparts. This Agreement may be executed in counterparts
and, if executed in more than one counterpart, the executed counterparts shall  
each be deemed to be an original but all such counterparts shall together       
constitute one and the same instrument.                                         

       SECTION 19 Headings. The headings herein are inserted for convenience
of reference only and are not intended to be part of, or to affect the meaning  
or interpretation of, this Agreement.                                           

EX-1.1
35th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 35th
 If the foregoing correctly sets forth the agreement between the
Depositor and the Underwriters, please indicate your acceptance in the space    
provided for the purpose below.                                                 

             Very truly yours,

                IMC SECURITIES, INC.

                        By:      /s/ Laurie Williams
                                          ------------------------------
                           Name:           Laurie Williams
                          Title:          Vice President

                IMC MORTGAGE COMPANY

                       By:     /s/ Laurie Williams
                                         -------------------------------
                           Name:           Laurie Williams
                          Title:          Vice President

CONFIRMED AND ACCEPTED, as                                                      
of the date first above written:                                                

PAINEWEBBER INCORPORATED                                                        
Acting on its own behalf and as                                                 
Representative of the several Underwriters                                      

By:    Chris Connelly                                                           
------------------                                                
Name:  Chris Connelly                                                           
Title: First V.P.                                                               

EX-1.1
36th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 36th
SCHEDULE A

                                                                [Download Table]


                             Class A-1 Certificates                  

         Underwriters                                Principal Amount
         ------------                                ----------------
                                                                     
PaineWebber Incorporated.                               $15,000,000  
Bear, Stearns & Co. Inc.                                 15,000,000  
Deutsche Morgan Grenfell Inc.                            15,000,000  
J. P. Morgan Securities Inc.                             15,000,000  
Morgan Stanley & Co. Incorporated                        15,000,000  

Total                                                   $75,000,000  

                             Class A-2 Certificates                  

         Underwriters                                Principal Amount
         ------------                                ----------------

PaineWebber Incorporated                                $45,660,800  
Bear, Stearns & Co. Inc.                                 45,660,800  
Deutsche Morgan Grenfell Inc.                            45,660,800  
J. P. Morgan Securities Inc.                             45,660,800  
Morgan Stanley & Co. Incorporated                        45,660,800  

Total                                                  $228,304,000  

                             Class A-3 Certificates                  

         Underwriters                                Principal Amount
         ------------                                ----------------

PaineWebber Incorporated.                               $39,638,600  
Bear, Stearns & Co. Inc.                                 39,638,600  
Deutsche Morgan Grenfell Inc.                            39,638,600  
J. P. Morgan Securities Inc.                             39,638,600  
Morgan Stanley & Co. Incorporated                        39,638,600  

Total                                                  $198,193,000  


EX-1.1
37th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 37th
Class A-4 Certificates

                                                                [Download Table]


         Underwriters                                Principal Amount
         ------------                                ----------------
                                                                     
PaineWebber Incorporated                                $23,716,400  
Bear, Stearns & Co. Inc.                                 23,716,400  
Deutsche Morgan Grenfell Inc.                            23,716,400  
J. P. Morgan Securities Inc.                             23,716,400  
Morgan Stanley & Co. Incorporated                        23,716,400  

Total                                                  $118,582,000  

                             Class A-5 Certificates                  

         Underwriters                                Principal Amount
         ------------                                ----------------

PaineWebber Incorporated.                               $19,014,600  
Bear, Stearns & Co. Inc.                                 19,014,600  
Deutsche Morgan Grenfell Inc.                            19,014,600  
J. P. Morgan Securities Inc.                             19,014,600  
Morgan Stanley & Co. Incorporated                        19,014,600  

Total                                                   $95,073,000  

                             Class A-6 Certificates                  

         Underwriters                                Principal Amount
         ------------                                ----------------

PaineWebber Incorporated                                $20,173,400  
Bear, Stearns & Co. Inc.                                 20,173,400  
Deutsche Morgan Grenfell Inc.                            20,173,400  
J. P. Morgan Securities Inc.                             20,173,400  
Morgan Stanley & Co. Incorporated                        20,173,400  

Total                                                  $100,867,000  

EX-1.1
38th Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 38th
Class A-7 Certificates

                                                                [Download Table]


         Underwriters                                 Principal Amount   
         ------------                                 ----------------   
                                                                         
PaineWebber Incorporated                                 $22,796,200     
Bear, Stearns & Co. Inc.                                  22,796,200     
Deutsche Morgan Grenfell Inc.                             22,796,200     
J. P. Morgan Securities Inc.                              22,796,200     
Morgan Stanley & Co. Incorporated                         22,796.200     

Total                                                   $113,981,000     

                             Class A-8 Certificates                      

         Underwriters                                 Principal Amount   
         ------------                                 ----------------   

PaineWebber Incorporated                                 $14,000,000     
Bear, Stearns & Co. Inc.                                  14,000,000     
Deutsche Morgan Grenfell Inc.                             14,000,000     
J. P. Morgan Securities Inc.                              14,000,000     
Morgan Stanley & Co. Incorporated                         14,000,000     

Total                                                    $70,000,000     

                            Class A-9I0 Certificates                     

         Underwriter                                  Percentage Interest
         -----------                                  -------------------

PaineWebber Incorporated                                       20.00%    
Bear, Stearns & Co. Inc.                                       20.00%    
Deutsche Morgan Grenfell Inc.                                  20.00%    
J.P. Morgan Securities Inc.                                    20.00%    
Morgan Stanley & Co. Incorporated                              20.00%    

Total                                                         100.00%    


EX-1.1
Last Page of 39
TOC
1st
Previous
Next
↓Bottom
Just 39th
                           Selling                         Reallowance
Class                          Concession                        Discount       
-----                          ----------                        --------       

A-1                              .060%                            .042%         
A-2                              .075%                            .053%         
A-3                              .105%                            .074%         
A-4                              .135%                            .095%         
A-5                              .150%                            .105%         
A-6                              .210%                            .147%         
A-7                              .285%                            .200%         
A-8                              .240%                            .168%         
A-9IO                            .098%                            .069%         

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		8/15/98		2					None on these Dates
Corrected on:		7/6/98
Filed on:		6/24/98
For Period End:		6/10/98		8
		6/1/98		1		2
		5/29/98		1		3
		3/31/98		24
		2/17/95		9
		11/10/94		24
		5/23/94		9
		5/20/94		9
									List all Filings