IMC HOME EQUITY LOAN OWNER TRUST 1997-4, 8-K, 1997-09-05

IMC HOME EQUITY LOAN OWNER TRUST 1997-4
8-K, 1997-09-05
ASSET-BACKED SECURITIES

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
August 21, 1997

IMC Home Equity Loan Owner Trust 1997-4
--------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 333-31197-01 Being Applied For
- ----------------------------- --------------- ----------------------
(State or Other Jurisdiction) (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)

c/o Wilmington Trust Company, as Owner Trustee
1100 North Market Street
Wilmington, Delaware 19890
----------------------------------- -----------------
(Address of Principal (Zip Code)
Executive Offices)

Registrant's telephone number, including area code (302) 651-1000
--------------

No Change
-------------------------------------------------------------------
(Former name or former address, if changed since last report)

<PAGE> 2

ITEM 5. OTHER EVENTS.

Reference is hereby made to the Registration Statement on Form S-3
(Registration File No. 333-31197), as amended, filed by IMC Securities, Inc.
(the "Depositor") with the Securities and Exchange Commission (the
"Commission") on July 31, 1997, pursuant to which the Depositor registered
$3,000,000,000 aggregate principal amount of its mortgage asset-backed
certificates and notes, issuable in various series, for sale in accordance with
the provisions of the Securities Act of 1933, as amended (the "Act"). Reference
is also hereby made to the Prospectus dated August 18, 1997, and the related
Prospectus Supplement, dated August 18, 1997, which were previously filed with
the Commission pursuant to Rule 424(b)(5), with respect to the IMC HOME EQUITY
LOAN OWNER TRUST 1997-4 Adjustable Rate Home Equity Loan Asset Backed Notes,
Series 1997-4 (the "Notes").

The Notes were sold to PaineWebber Incorporated, as representative
for the several underwriters pursuant to the terms of an underwriting agreement
dated August 18, 1997 (the "Underwriting Agreement") among IMC Securities,
Inc., the IMC Home Equity Loan Owner Trust 1997-4 (the "Registrant" or the
"Trust") and PaineWebber Incorporated, acting on its own behalf and as a
representative of Bear, Stearns & Co. Inc. and Nomura Securities International,
Inc. A copy of the Underwriting Agreement is filed herewith as Exhibit 1.1.

The Notes were issued pursuant to an Indenture dated as of August 1,
1997 (the "Indenture") between the Registrant and The Chase Manhattan Bank, as
Indenture Trustee. A copy of the Indenture is filed herewith as Exhibit 4.1.

The Notes are secured by the assets of the Trust pursuant to the
Indenture. The assets of the Trust primarily include a pool of adjustable rate
home equity loans (the "Home Equity Loans") secured by first and second lien
mortgages or deeds of trust on one-to-four family residential properties.

Beneficial interests in the Trust are represented by certificates
issued pursuant to the Owner Trust Agreement dated as of August 1, 1997 (the
"Trust Agreement") between the Depositor and Wilmington Trust Company, as Owner
Trustee. A copy of the Trust Agreement is filed herewith as Exhibit 4.2.

The Home Equity Loans were sold by Industry Mortgage Company, L.P.
(the "Seller/Servicer") to the Depositor pursuant to the terms of a Loan Sale
Agreement dated as of August 1, 1997 (the "Loan Sale Agreement") and were
simultaneously sold by the Depositor to the Registrant pursuant to the Sale and
Servicing Agreement (defined below). A copy of the Loan Sale Agreement is filed
herewith as Exhibit 10.1.

The Home Equity Loans will be serviced by the Seller/Servicer
pursuant to the terms of a Sale and Servicing Agreement dated as of August 1,
1997 (the "Sale and Servicing Agreement") among Industry Mortgage Company, L.P.
as Seller and Servicer, the Depositor, the Registrant

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and The Chase Manhattan Bank as Indenture Trustee. A copy of the Sale and
Servicing Agreement is filed herewith as Exhibit 10.2

As of the Closing Date, the Home Equity Loans possessed the
characteristics described in the Prospectus dated August 18, 1997 and the
Prospectus Supplement dated August 18, 1997 filed pursuant to Rule 424(b)(5) of
the Act on August 21, 1997.

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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) Not applicable

(b) Not applicable

1.1 Underwriting Agreement dated August 18, 1997, among IMC
Securities, Inc., IMC Home Equity Loan Owner Trust 1997-4
and PaineWebber Incorporated, acting on its own behalf and
as a representative of Bear, Stearns & Co. Inc. and Nomura
Securities International, Inc.

4.1 Indenture, dated as of August 1, 1997, between IMC Home
Equity Loan Owner Trust 1997-4, as Issuer and The Chase
Manhattan Bank, as Indenture Trustee.

4.2 Owner Trust Agreement, dated as of August 1, 1997 between
IMC Securities, Inc., as Depositor, and Wilmington Trust
Company, as Owner Trustee.

10.1 Loan Sale Agreement, dated as of August 1, 1997 between
IMC Securities, Inc., as Depositor, and Industry Mortgage
Company, L.P., as Seller.

10.2 Sale and Servicing Agreement dated as of August 1, 1997,
among IMC Securities, Inc., as Depositor, IMC Home Equity
Loan Owner Trust 1997- 4, as Issuer, Industry Mortgage
Company, L.P., as Seller and Servicer, and The Chase
Manhattan Bank, as Indenture Trustee.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

IMC HOME EQUITY LOAN OWNER TRUST 1997-4

By: WILMINGTON TRUST COMPANY,
as Owner Trustee

By: /s/ James P. Lawler
-----------------------------
Name: James P. Lawler
Title: Vice President

Dated: September 4, 1997

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EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION PAGE NO.

<S> <C>
1.1 Underwriting Agreement dated August 18, 1997, among
IMC Securities, Inc., IMC Home Equity Loan Owner Trust
1997-4 and PaineWebber Incorporated, acting on its own
behalf and as a representative of Bear, Stearns & Co. Inc.
and Nomura Securities International, Inc.

4.1 Indenture, dated as of August 1, 1997, between IMC Home
Equity Loan Owner Trust 1997-4, as Issuer and The Chase
Manhattan Bank, as Indenture Trustee.

4.2 Owner Trust Agreement, dated as of August 1, 1997
between IMC Securities, Inc., as Depositor, and
Wilmington Trust Company, as Owner Trustee.

10.1 Loan Sale Agreement, dated as of August 1, 1997 between
IMC Securities, Inc., as Depositor and Industry Mortgage
Company, L.P., as Seller.

10.2 Sale and Servicing Agreement dated as of August 1,
1997, among IMC Securities, Inc., as Depositor, IMC
Home Equity Loan Owner Trust 1997-4, as Issuer,
Industry Mortgage Company, L.P., as Seller and
Servicer, and The Chase Manhattan Bank, as
Indenture Trustee.

</TABLE>

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EXHIBIT 1.1

EXECUTION COPY

$575,000,000

IMC HOME EQUITY LOAN OWNER TRUST 1997-4

Adjustable Rate Home Equity Loan Asset Backed Notes,
Series 1997-4

UNDERWRITING AGREEMENT
August 18, 1997

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 (i) the creation of IMC Home Equity Loan Owner Trust 1997-4, a
Delaware business trust (the "Issuer"), pursuant to the Owner Trust Agreement,
dated as of August 1, 1997 (the "Trust Agreement"), between the Depositor and
Wilmington Trust Company ("Wilmington Trust"), as owner trustee (the "Owner
Trustee") and (ii) the issuance and sale of $575,000,000 aggregate original
principal amount of the Issuer's Adjustable Rate Home Equity Loan Asset Backed
Notes Series 1997-4 (the "Notes"). The Notes will evidence non-recourse
obligations of, and will be issued by, the Issuer pursuant to the terms of the
Indenture, dated as of August 1, 1997 (the "Indenture"), between the Issuer
and The Chase Manhattan Bank, as indenture trustee (the "Indenture Trustee").
Pursuant to the Trust Agreement, the Issuer also will issue certificates
evidencing the residual interest in the Issuer (the "Residual Interest"). The
Residual Interest and the Notes are sometimes collectively referred to as the
"Securities."

The Notes will be secured by a trust estate (the "Trust Estate")
consisting primarily of a pool of adjustable-rate home equity loans secured by
mortgages or deeds of trust creating first and second liens on primarily one-to
four-family residential properties (the "Home Equity Loans"). The Home
Equity Loans will be sold by Industry Mortgage Company, L.P. ("IMC") to the
Depositor pursuant to the Loan Sale Agreement, dated as of August 1, 1997
(the "Loan Sale Agreement") between IMC and the Depositor, and by the
Depositor to the Issuer pursuant to the Sale and Servicing Agreement, dated as
of August 1, 1997 (the "Sale and Servicing Agreement"), among IMC, as seller
(the "Seller") and as servicer (the "Servicer"), the Depositor, the Indenture
Trustee and the Issuer. Pursuant to the Sale and Servicing Agreement, the
Servicer will service the Home Equity Loans on behalf of the Issuer.
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The general partner of the Seller and Servicer is Industry Mortgage
Corporation (the "General Partner"). The Trust Estate will initially include
among other things, the Home Equity Loans and such amounts as may be held by
the Indenture Trustee in any accounts held by the Indenture Trustee.

The Notes will have the benefit of a financial guaranty insurance policy
(the "Insurance Policy") issued by MBIA Insurance Corporation (the "Note
Insurer"), issued pursuant to the Insurance Agreement, dated as of August 1,
1997 (the "Insurance Agreement") among the Seller, the Servicer, the Issuer,
the Depositor, the Indenture Trustee and the Note Insurer. The Note Insurer,
the Seller, the Depositor and the Underwriters also will enter into an
Indemnification Agreement, dated as of August 18, 1997 (the "Indemnification
Agreement"). This Agreement, the Trust Agreement, the Sale and Servicing
Agreement, the Indenture, the Indemnification Agreement, the Loan Sale
Agreement and the Insurance Agreement are sometimes referred to herein
collectively as the "Agreements". A form of each of the Trust Agreement, the
Indenture and the Sale and Servicing Agreement has been filed as an exhibit to
the Registration Statement (hereinafter defined).

The Notes 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 Agreements.

The Notes are being purchased by the Underwriters named in Schedule A
hereto (the "Underwriters"), and the Underwriters are purchasing, severally,
only the Notes 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.

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. 333-31197) has (i)
been prepared by the Depositor in conformity with the requirements
of the Securities Act of 1933 (the "Securities Act"), the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act") and
the rules and regulations (the "Rules and Regulations") of the
United States Securities and Exchange Commission (the "Commission")
under the Securities Act and the Trust Indenture Act, (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

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Prospectus" means such final prospectus dated August 18, 1997; and
"Prospectus Supplement" means the final prospectus supplement
relating to the Notes, 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, the Rules and Regulations or the Trust Indenture Act
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 8(D) 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, the Trust Indenture 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 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

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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 each Agreement to which it is a party
and to cause the Securities 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 any of the Agreements or the Securities, (c) seeking to prevent
the issuance of the Securities or the consummation by the Depositor
of any of the transactions contemplated by the Agreements, or (d)
which might materially and adversely affect the performance by the
Depositor of its obligations under, or the validity or
enforceability of, the Agreements or the Securities.

G. This Agreement has been, and each other Agreement to which the
Depositor is a party 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 each
such other Agreement when executed and delivered as contemplated
herein, will constitute, legal, valid and binding instruments
enforceable

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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 and the Indemnification Agreement, limitations
of public policy under applicable securities laws.

H. The execution, delivery and performance of each Agreement to
which the Depositor is a party and the consummation of the
transactions contemplated hereby and thereby, and the issuance and
delivery of the Notes 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.

J. The direction by the Depositor to the Owner Trustee to execute,
issue and deliver and the direction by the Depositor to the
Indenture Trustee to authenticate the Notes has been duly authorized
by the Depositor, and assuming the Owner Trustee and the Indenture
Trustee have been duly authorized to do so, when executed,
authenticated, issued and delivered in accordance with the
Indenture, the Notes will be validly issued and outstanding and will
be entitled to the benefits provided by the Indenture.

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 Securities and
the sale of the Notes to the Underwriters, or the consummation by
the Depositor of the other transactions contemplated by the
Agreements 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 Notes 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

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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 Sale and Servicing
Agreement, the Depositor will: (i) have good title to the 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 Home Equity Loans, in
the Sale and Servicing Agreement or in the Notes being issued
pursuant to the Indenture and (iii) have the power and authority to
sell its interest in the Home Equity Loans to the Issuer and to
sell the Notes to the Underwriters. Upon execution and delivery of
the Sale and Servicing Agreement by the Issuer, the Issuer will have
acquired beneficial ownership of all of the Depositor's right, title
and interest in and to the Home Equity Loans. Upon execution and
delivery of the Indenture by the Issuer and the Indenture Trustee,
the Indenture Trustee will have a valid and perfected security
interest in the Trust Estate free of any other Liens. Upon delivery
to the Underwriters of the Notes, the Underwriters will have good
title to the Notes, free of any Liens.

N. [Reserved]

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

P. [Reserved]

Q. Neither the Depositor nor the Issuer 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 Notes and each Agreement will conform
in all material respects to the descriptions thereof contained in
the Prospectus.

S. At the Closing Date, the Notes 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 each Agreement and the
Securities have been paid or will be paid at or prior to the Closing
Date.

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U. At the Closing Date, each of the representations and warranties
of the Depositor set forth in each Agreement to which it is a party
will be true and correct in all material respects.

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 Notes 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 Notes 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 Issuer to issue the Notes 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 of the Notes set forth opposite their
names on Schedule A, at the purchase price or prices set forth in Schedule A.
The Underwriters may offer the Notes to certain dealers at such price less a
concession not in excess of the amount set forth in Schedule A. The
Underwriters may allow and such dealers may reallow a discount to certain
dealers not in excess of the amount set forth in Schedule A.

SECTION 3 Delivery and Payment. Delivery of and payment for the
Notes 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 August 21, 1997, 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 Notes shall be made
to the Representative for the accounts of the applicable Underwriters against
payment of the purchase price thereof. The Notes 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 Notes
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. It is understood that,
subject to the terms and conditions hereof, the Underwriters propose to offer
the Notes for sale to the public as set forth in the Prospectus.

SECTION 5 Covenants of the Depositor and IMC. The Depositor and,
to the extent the provisions of Section 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

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<PAGE> 8
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 Notes; to
promptly advise the Underwriters of its receipt of notice of 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 Notes 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 Notes, 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

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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 Notes 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 judgment of the Depositor or the
Underwriters, be required by the Securities Act, the Trust Indenture
Act or requested by the Commission.

E. The Depositor will cause any Computational Materials (as
defined below) with respect to the Offered Certificates which are
delivered by any Underwriter to the Depositor to be filed with the
Commission on a Current Report on Form 8-K (the "Form 8-K --
Computational Materials") at or before the time of filing of the
Prospectus pursuant to Rule 424(b) under the 1933 Act; provided,
however, that the Depositor shall have no obligation to file any
materials which, in the reasonable determination of the Depositor
after consultation with such Underwriter, (i) are not required to be
filed pursuant to the Kidder Letters (as defined below) or (ii)
contain any erroneous information or 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; it being
understood, however, that the Depositor shall have no
obligation to review or pass upon the accuracy or adequacy of, or to
correct, any Computational Materials provided by any Underwriter to
the Depositor as aforesaid. For purposes hereof, as to each
Underwriter, the term "Computational Materials" shall mean those
materials delivered by an Underwriter to the Depositor within the
meaning 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 and certain affiliates and the no-action
letters dated May 27, 1994 and February 17, 1995, each issued by the
Division of Corporation Finance of the Commission to the Public
Securities Association (all three of such letters, the "Kidder
Letters") for which the filing of such material is a condition of
the relief granted in such letters.

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 Notes as soon as
practicable, but in any event not later than 90 days after the close
of the period covered thereby, a

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<PAGE> 10
statement of earnings of the Issuer (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.

H. To use its best efforts, in cooperation with the Underwriters,
to qualify the Notes 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 Notes. 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 Notes have
been so qualified.

I. Unless the Underwriters shall otherwise have given their
written consent, no pass-through certificates or debt instruments
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 Notes to the public.

J. So long as the Notes shall be outstanding the Depositor shall
cause the Indenture Trustee, pursuant to the Sale 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 Indenture Trustee pursuant to Section
4.16 of the Sale and Servicing Agreement; (ii) the annual statement
of a firm of independent public accountants furnished to the
Indenture Trustee pursuant to Section 4.17 of the Sale and Servicing
Agreement; (iii) the monthly servicing report furnished to the
Trustee pursuant to Section [3.08] of the Sale and Servicing
Agreement; and (iv) the monthly reports furnished to the Noteholders
pursuant to Section 3.09 of the Indenture.

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

SECTION 6 Conditions to the Underwriters' Obligations. The
obligations of the Underwriters to purchase the Notes 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

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<PAGE> 11

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.

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 the Agreements, the Issuer,
the Notes, 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 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 thereunder.

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.

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<PAGE> 12
4. The statements set forth in the Basic Prospectus under the
captions "Description of The Securities", "Servicing of
Mortgage Loan" and "The Indenture" and in the Prospectus
Supplement under the captions "Description of the Notes" and
"Administration," to the extent such statements purport to
summarize certain provisions of the Notes or of the Agreements,
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 Agreements conform in all material respects to the
descriptions thereof contained in the Prospectus. The
Indenture has been duly qualified under the Trust Indenture Act
of 1939, as amended and complies with the requirements of the
Trust Indenture Act and the applicable Rules and Regulations.

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

8. For federal income tax purposes, the Notes will be treated
as debt obligations of the Issuer, and the Issuer will not be
characterized as an association (or publicly traded
partnership) taxable as a corporation.

9. The Notes will, when issued, conform to the descriptions
thereof contained in the Prospectus.

10. The Notes, when duly and validly executed, authenticated
and delivered in accordance with the Indenture and delivered to
the Underwriters and paid for in accordance with the
Underwriting Agreement, will be entitled to the benefits of the
Indenture

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

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<PAGE> 13
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, special counsel to the
Depositor, addressed to the Depositor and satisfactory to Standard &
Poor's, a division of the McGraw-Hill Companies, Moody's Investors
Service, Inc. and the Underwriters, with respect to certain matters
relating to the transfer of the Home Equity Loans to the Depositor
and from the Depositor to the Issuer, and such counsel shall have
consented to the reliance on such opinion by Standard & Poor's, a
division of the McGraw-Hill Companies, Moody's Investors Service,
Inc. and the Underwriters as though such opinion had been addressed
to each such party.

F. Arter & Hadden, special counsel for the General Partner and
IMC, in the latter's capacity as both Seller and Servicer under the
Sale and Servicing Agreement, shall have furnished to the
Underwriters their written opinion, 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 formed as a limited partnership and is
validly existing in good standing under the laws of the State
of Delaware.

2. The General Partner has been duly organized and is validly
existing as a corporation in good standing under the laws of
the State of Delaware and has duly authorized all actions
contemplated hereby to be taken by it as the general partner of
IMC.

3. IMC has full power and authority to serve in the capacity
of seller and servicer of the Home Equity Loans as contemplated
in the Sale and Servicing Agreement and to transfer the Home
Equity Loans to the Depositor as contemplated in the Loan Sale
Agreement and has the requisite power and authority and legal
right to own the Residual Interest.

4. This Agreement, the Loan Sale Agreement and the Sale 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

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<PAGE> 14
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.

5. 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 Sale and Servicing Agreement, except such consents,
approvals, authorizations, registrations and qualifications as
have been obtained.

6. Neither the transfer of the Home Equity Loans by IMC to
the Depositor, nor the execution, delivery or performance by
IMC of the Loan Sale Agreement and the Sale 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 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
Notes.

7. The execution of the Loan Sale 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 2 of
the Loan Sale Agreement, the transfer of the Home Equity Loans
by IMC to the Depositor is 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
invalidity of any of the Agreements or the Notes, (b) seeking
to prevent the consummation of any of the transactions
contemplated by the Agreements or (c) which would materially
and adversely affect the performance by IMC of its obligations
under, or the validity or enforceability of, the Sale and
Servicing Agreement or this

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<PAGE> 15
Agreement.

G. Arter & Hadden, 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 properties and to conduct the business in which it is
engaged and to enter into and perform its obligations under the
Agreements and to cause the Securities to be issued.

2. The Depositor has the requisite power and authority and
legal right to own the Residual Interest.

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. The Agreements to which the Depositor is a party 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 Indemnification Agreement, limitations of
public policy under applicable securities laws.

5. The execution, delivery and performance of the Agreements
to which the Depositor is a party by the Depositor, the
consummation of the transactions contemplated hereby and
thereby, and the issuance and delivery of the Notes 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,

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<PAGE> 16
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 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 directions by the Depositor to the Trustees to
execute, issue, authenticate and deliver the Notes have been
duly authorized by the Depositor and, assuming that the
Trustees have been duly authorized to do so, when executed,
authenticated and delivered by the Indenture Trustee in
accordance with the Indenture, the Notes will be validly issued
and outstanding and will be entitled to the benefits of the
Indenture.

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
Securities, and the sale of the Notes to the Underwriters, or
the consummation by the Depositor of the other transactions
contemplated by the Agreements, 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 Notes 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 Agreements or the Notes;
(c) seeking to prevent the issuance of the Notes or the
consummation by the Depositor of any of the transactions
contemplated by the Agreements; or (d) which might materially
and adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability of, the
Agreements or the Notes.

H. The documents listed in Schedule B hereto shall have been
executed and delivered and the Underwriters shall be entitled to rely on
any such opinions as though the same were addressed to the Underwriters.

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<PAGE> 17
I. The Underwriters shall have received an opinion of Richards, Layton
& Finger, counsel to the Owner Trustee, dated the Closing Date, in form
and substance satisfactory to the Underwriters and counsel for the
Underwriters, to the effect that:

1. The Owner Trustee is a Delaware banking corporation duly
incorporated and validly existing under the laws of the State of
Delaware.

2. The Owner Trustee has the full power and authority to accept
the office of owner trustee under the Trust Agreement and to enter
into and perform its obligations under the Trust Agreement and the
transactions contemplated thereby.

3. The execution and delivery of the Trust Agreement by the Owner
Trustee and the performance by the Owner Trustee of its obligations
under the Trust Agreement have been duly authorized by all necessary
action of the Owner Trustee and the Trust Agreement has been duly
executed and delivered by the Owner Trustee.

4. The Trust Agreement constitutes valid and binding obligations
of the Owner Trustee enforceable against the Owner Trustee in
accordance with its terms, except as the enforceability thereof may
be (a) limited by bankruptcy, insolvency, reorganization,
moratorium, liquidation or other similar laws affecting the rights
of creditors generally, and (b) subject to general principals of
equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law).

5. The execution and delivery by the Owner Trustee of the Trust
Agreement and the consummation of the transactions contemplated
thereby do not require any consent, approval or authorization of, or
any registration or filing with, any applicable governmental
authority of the State of Delaware which has not been obtained or
done.

6. Neither the consummation by the Owner Trustee of the
transactions contemplated in the Trust Agreement, nor the
fulfillment of the terms thereof by the Owner Trustee will conflict
with, result in a breach or violation of, or constitute a default
under the Articles of Association, By-Laws or other organizational
documents of the Owner Trustee

J. The Underwriters shall have received an opinion of Richards, Layton
& Finger, special Delaware counsel for the Issuer dated the Closing Date,
in form and substance satisfactory to the Underwriters and counsel for
the Underwriters, to the effect that:

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<PAGE> 18
1. The Trust Agreement is the legal, valid and binding agreement
of the Owner Trustee, and the Depositor, enforceable against the
Owner Trustee, and the Depositor in accordance with its terms
subject to (i) applicable bankruptcy, insolvency, moratorium,
receivership, reorganization, fraudulent conveyance and similar laws
relating to and affecting the rights and remedies of creditors
generally, (ii) principles of equity (regardless of whether
considered and applied in a proceeding in equity or at law), and
(iii) the effect of applicable public policy on the enforceability
of provisions relating to indemnification or contribution.

2. The Certificate of Trust has been duly filed with the Secretary
of State of the State of Delaware. The Issuer as been duly formed
and is validly existing as a business trust under the Delaware
Business Trust Act.

3. The Issuer has the power and authority under the Trust
Agreement and the Delaware Business Trust Act to execute, deliver
and perform its obligations under the Trust Agreement, the
Indenture, the Sale and Servicing Agreement, the Notes and the
Residual Interests and to issue the Securities.

4. The Issuer has duly authorized and executed the Trust
Agreement, the Indenture, the Sale and Servicing Agreement, the
Notes and the Residual Interests.

5. The Trust has the power under the Trust Agreement and the
Delaware Business Trust Act to pledge the Trust Estate to the
Indenture Trustee as security for the Notes.

6. The Notes have been executed, authorized and delivered by the
Owner Trustee upon the order of the Depositor in accordance with the
Trust Agreement and the Indenture.

7. To the extent that Article 9 of the Uniform Commercial Code as
in effect in the State of Delaware (the "Delaware UCC") is
applicable (without regard to conflicts of laws principles), and
assuming that the security interest created by the Indenture in the
Collateral has been duly created and has attached, upon the filing
of a UCC-1 financing statement with the Secretary of State of the
State of Delaware, the Indenture Trustee will have a perfected
security interest in such Collateral and the proceeds thereof; and
such security interest will be prior to any other security interest
granted by the Trust that is perfected solely by the filing of
financing statements under the Delaware UCC, excluding purchase
money security interests under Section 9-312 of the Delaware UCC and

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<PAGE> 19
temporarily perfected security interests in proceeds under Section
9-306 of the Delaware UCC.

8. No re-filing or other action is necessary under the Delaware
UCC in the State of Delaware in order to maintain the perfection of
the security interest referenced above except for the filing of
continuation statements at five-year intervals.

9. Under Section 3805(b) of the Delaware Business Trust Act, no
creditor of any holder of the Residual Interest shall have any right
to obtain possession of, or otherwise exercise legal or equitable
remedies with respect to, the property of the Trust except in
accordance with the terms of the Trust Agreement subject to (i)
applicable bankruptcy, insolvency, moratorium, receivership,
reorganization, fraudulent conveyance and similar laws relating to
and affecting the rights and remedies of creditors generally, (ii)
principles of equity (regardless of whether considered and applied
in a proceeding in equity or at law), and (iii) the effect of
applicable public policy on the enforceability of provisions
relating to indemnification or contribution.

10. Under Section 3805(c) of the Delaware Business Trust Act, and
assuming that the Sale and Servicing Agreement conveys good title to
the Home Equity Loans to the Issuer as a true sale and not as a
security arrangement, the Issuer, rather than the holders of the
Residual Interest, is the owner of the Home Equity Loans subject to
(i) applicable bankruptcy, insolvency, moratorium, receivership,
reorganization, fraudulent conveyance and similar laws relating to
and affecting the rights and remedies of creditors generally, (ii)
principles of equity (regardless of whether considered and applied
in a proceeding in equity or at law), and (iii) the effect of
applicable public policy on the enforceability of provisions
relating to indemnification or contribution.

11. The execution and delivery by the Owner Trustee of the Trust
Agreement and, on behalf of the Issuer, of the Indenture and the
Sale and Servicing Agreement do not require any consent, approval or
authorization of, or any registration or filing with, any
governmental authority of the State of Delaware, except for the
filing of the Certificate of Trust with the Secretary of State.

12. Neither the consummation by the Owner Trustee of the
transactions contemplated by the Trust Agreement or, on behalf of
the Trust, the transactions contemplated by the Trust Agreement,
Indenture and the Sale and Servicing Agreement nor the fulfillment
of the terms thereof by the Owner Trustee will conflict with or
result in a breach or

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<PAGE> 20
violation of any law of the State of Delaware.

Such opinion may contain such assumptions, qualifications and limitations
as are customary in opinions of this type and are reasonably acceptable to
counsel to the Underwriters. In rendering such opinion, such counsel may
state that they express no opinion as to the laws of any jurisdiction other
than the Federal law of the United States of America and the laws of the State
of Delaware.

K. The Underwriters shall have received the favorable opinion dated the
Closing Date, from Kutak Rock, counsel to the Note Insurer, in form and scope
satisfactory to counsel for the Underwriters, substantially to the effect
that:

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

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

3. The execution, delivery and performance by the Note Insurer of
the Insurance Policy, the Indemnification Agreement and 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
Insurance Agreement have been duly authorized, executed and
delivered by the Note Insurer and constitute the legal, valid and
binding agreement of the Note Insurer, enforceable against the Note
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
Note 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.

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<PAGE> 21
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, "The Note Insurer"
in the Prospectus Supplement, insofar as such information
constitutes a description of the Insurance Policy, accurately
summarizes such Insurance Policy.

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

1. The Indenture Trustee is a banking corporation duly
incorporated and validly existing under the laws of the State of New
York.

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

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

4. The Indenture is a valid and legally binding obligation of the
Indenture Trustee enforceable against the Trustee.

5. The execution and delivery by the Indenture Trustee of the
Indenture does not (a) violate the Organization Certificate of the
Trustee or the Bylaws of the Indenture 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 Indenture 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 Notes have been duly authenticated and delivered by the
Indenture Trustee.

7. If the Indenture Trustee were acting as Servicer under Sale and
Servicing Agreement as of the date of such opinion, the Indenture
Trustee would have the

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full corporate trust power to perform the obligations of the
Servicer under the Sale 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 Indenture Trustee before or by any court, arbitrator,
administrative agency or other governmental authority which, if
decided adversely to the Indenture Trustee, would materially and
adversely affect the ability of the Indenture Trustee to carry out
the transactions contemplated in the Indenture.

M. 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 Notes, the
Registration Statement, this Agreement, the Prospectus and such other
related matters as the Underwriters may reasonably require.

N. 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 the
Agreements to which it is a party 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 October
19, 1990 and no such amendment has been authorized. No event has
occurred since August 1, 1997 which has affected the good standing
of such entities under the laws of the State of Delaware.

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 June 30, 1997.

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<PAGE> 23

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 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.

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

P. The Notes shall have been rated in the respective rating
categories and by the nationally recognized statistical rating
organizations described in the Prospectus Supplement under
"Ratings."

Q. 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.

R. 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 Notes 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 Notes
as herein contemplated shall be satisfactory in form and substance
to the Underwriters and counsel for the Underwriters.

S. 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;
or (iv) there shall have occurred such a material 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) and (iv) herein, in the reasonable

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<PAGE> 24
judgment of the Underwriters, impractical or inadvisable to proceed
with the public offering or delivery of the Notes on the terms and
in the manner contemplated in the Prospectus.

T. The Underwriters shall have received from Coopers & Lybrand LLP
and Deloitte & Touche LLP, 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 - Risk of Home Equity Loan Coupon Rates
Reducing the Note Rate," "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
Notes 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 Notes 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 Notes; (g) the costs of the accountant's
letters referred to in Section 6(R) hereof; and (h) all other costs and
expenses incident to the performance of the 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 Notes which they may sell and the expenses of advertising any
offering of the

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<PAGE> 25
Notes made by the Underwriters, and the Underwriters shall pay the cost of any
accountant's letters relating to any Computational Materials (as defined in
Section 5(E) hereof).

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 Notes), 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.

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

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<PAGE> 26
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 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

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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. Each Underwriter agrees to provide the Depositor no later than two
Business Days prior to the day on which the Prospectus Supplement is required
to be filed pursuant to Rule 424 with a copy of any Computational Materials
(as defined in Section 5(E) hereof) produced by such Underwriter for filing
with the Commission on Form 8-K.

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,

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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 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 Notes 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 an Underwriter and the Depositor shall be deemed
to be in such proportion as the excess of the aggregate resale price of the
Notes received by such Underwriter over the purchase price paid to the
Depositor by such Underwriter (the "Spread") bears to the aggregate resale
prices of the Notes (before deducting expenses).

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 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

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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 Notes. 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" means such portion, if any, of the information
delivered to the Depositor by such Underwriter pursuant to Section 8(D) 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 --
Computational Materials; 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 Estate.

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, the information regarding such Underwriter set forth
under the caption "Underwriting" in the Prospectus Supplement and the
Computational Materials (other than to the extent such information is based on
Seller Provided Information) furnished by such Underwriter 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 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 Notes to the Underwriters.

SECTION 10 Default by One or More of the Underwriters. If one or more
of the

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Underwriters participating in the public offering of the Notes shall fail at
the Closing Date to purchase the Notes which it is (or they are) obligated to
purchase hereunder (the "Defaulted Notes"), 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 Notes
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 Notes does not
exceed 10% of the aggregate principal amount of the Notes 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 Notes 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(S) of this Agreement shall occur and be continuing. In the event
of any such termination, the covenant set forth in Section 5(G), 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 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 Notes 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.

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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, 11th Floor (Fax: 212-713-8376) with a copy to John Fearey,
12th Floor, at the same address ;and

B. if to the Depositor, shall be delivered or sent by mail, telex
or facsimile transmission to care of IMC Securities, Inc., 3450
Buschwood Park Drive, Tampa, Florida 33618 Attention: Thomas
Middleton (Fax: (813) 935-0227).

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 Notes 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.

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

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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.

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If the foregoing correctly sets forth the agreement between the
Depositor, IMC and the Underwriters, please indicate your acceptance in the
space provided for the purpose below.

Very truly yours,

IMC SECURITIES, INC.

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

INDUSTRY MORTGAGE COMPANY, L.P.
Industry Mortgage Company,
its General Partner

By: /s/ Laurie S. Williams
-----------------------------------
Name: Laurie S. 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: /s/ Chris Connelly
------------------------------------
Name: Chris Connelly
Title: Vice President

-33-
<PAGE> 34
SCHEDULE A

<TABLE>
<CAPTION>
Underwriters Principal Amount
------------ ----------------
<S> <C>
PaineWebber Incorporated. $230,000,000

Bear Stearns & Co. Inc. $230,000,000

Nomura Securities $115,000,000
International, Inc.

Total $575,000,000
</TABLE>

Purchase Price Percentage

99.70%

Selling Concession Reallowance Discount

0.18% 0.04%

-34-
<PAGE> 35
SCHEDULE B

(a) An Issuer Order authorizing the authentication and delivery of the
Notes by the Indenture Trustee.

(b) All of the items of Collateral which shall be delivered to the
Indenture Trustee or its designee.

(d) Opinions of Counsel addressed to the Indenture Trustee and the Note
Insurer to the effect that:

(i) all instruments furnished to the Indenture Trustee as
conditions precedent to the authentication of the Notes by the
Indenture Trustee pursuant to the Indenture conform to the
requirements of the Indenture and constitute all the documents
required to be delivered thereunder for the Indenture Trustee
to authenticate the Notes;

(ii) all conditions precedent provided for in the Indenture relating
to the authentication of the Notes have been complied with;

(iii)the Owner Trustee has power and authority to execute,
deliver and perform its obligations under the Trust Agreement;

(iv) the Issuer has been duly formed, is validly existing as a
business trust under the laws of the State of Delaware, 12 Del.
C. Section 3801, et seq., and has power, authority and legal
right to execute and deliver the Indenture, the Insurance
Agreement and the Sale and Servicing Agreement;

(v) assuming due authorization, execution and delivery thereof by
the Indenture Trustee, the Indenture is the valid, legal and
binding obligation of the Issuer, enforceable in accordance
with its terms, subject to bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent or
preferential conveyance and other similar laws of general
application affecting the rights of creditors generally and to
general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law);

(vi) the Notes, when executed and authenticated as provided herein
and delivered against payment therefor, will be the valid,
legal and binding obligations of the Issuer pursuant to the
terms of the Indenture, entitled

-35-
<PAGE> 36
to the benefits of the Indenture, and will be enforceable in
accordance with their terms, subject to bankruptcy, insolvency,
reorganization, arrangement, moratorium, fraudulent or
preferential conveyance and other similar laws of general
application affecting the rights of creditors generally and to
general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law);

(vii) the Trust Agreement authorizes the Issuer to Grant the
Collateral to the Indenture Trustee as security for the Notes
and the Owner Trustee has taken all necessary action under the
Trust Agreement to Grant the Collateral to the Indenture
Trustee;

(viii) the Indenture has been duly qualified under the Trust
Indenture Act and the Notes have been registered under the
Securities Act;

(ix) the Indenture, together with the Grant of the Collateral to the
Indenture Trustee, creates a valid security interest in the
Collateral in favor of the Indenture Trustee for the benefit of
the Owners;

(x) such action has been taken with respect to delivery of
possession of the Collateral, and with respect to the execution
and filing of the Indenture and any financing statements as are
necessary to make effective and to perfect a first priority
security interest created by the Indenture in the Collateral in
favor of the Indenture Trustee, except that with respect to the
Mortgage Notes, possession of such Mortgage Notes must be
maintained by the Indenture Trustee or an agent of the
Indenture Trustee (other than the Issuer, an Affiliate of the
Issuer, or a "securities intermediary," as defined in Section
8.102 of the UCC); and

(xi) no authorization, approval or consent of any governmental body
having jurisdiction in the premises which has not been obtained
by the Issuer is required to be obtained by the Issuer for the
valid issuance and delivery of the Notes, except that no
opinion need be expressed with respect to any such
authorizations, approvals or consents as may be required under
any state securities "blue sky" laws.

(e) An Officer's Certificate complying with the requirements of Section
11.1 of the Indenture and stating that:

(i) the Issuer is not in Default under this Indenture and the
issuance of the Notes applied for will not result in any breach
of any of the terms, conditions or provisions of, or constitute
a default under, the Trust Agreement, any indenture, mortgage,
deed of trust or other agreement or instrument to which the
Issuer is a party or by which it is bound, or any

-36-
<PAGE> 37
order of any court or administrative agency entered in any
proceeding to which the Issuer is a party or by which it may be
bound or to which it may be subject, and that all conditions
precedent provided in the Indenture relating to the
authentication and delivery of the Notes applied for have been
complied with;

(ii) the Issuer is the owner of all of the Home Equity Loans, has
not assigned any interest or participation in the Home Equity
Loans (or, if any such interest or participation has been
assigned, it has been released) and has the right to Grant all
of the Home Equity Loans to the Indenture Trustee;

(iii) the Issuer has Granted to the Indenture Trustee all of its
right, title, and interest in the Collateral, and has
delivered or caused the same to be delivered to the Indenture
Trustee;

(iv) attached thereto are true and correct copies of letters signed
by Moody's and Standard & Poor's confirming that the Notes
have been rated "Aaa" and "AAA" by Moody's and Standard &
Poor's, respectively; and

(v) all conditions precedent provided for in the Indenture
relating to the authentication of the Notes have been complied
with.

-37-

<PAGE> 1
EXHIBIT 4.1

INDENTURE

between

IMC HOME EQUITY LOAN OWNER TRUST 1997-4,
as Issuer

and

THE CHASE MANHATTAN BANK,
as Indenture Trustee

Dated as of August 1, 1997

IMC HOME EQUITY LOAN OWNER TRUST 1997-4
Adjustable Rate Home Equity Loan Asset Backed Notes, Series 1997-4

<PAGE> 2

Table of Contents

<TABLE>
<CAPTION>
<S> <C>
ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE...........................................................................1
SECTION 1.1.....................................................................................................1
SECTION 1.2 Incorporation by Reference of Trust Indenture Act...................................................7
-------------------------------------------------
ARTICLE II

THE NOTES.......................................................................................................8
SECTION 2.1 Form...............................................................................................8
----
SECTION 2.2 Execution, Authentication, Delivery and Dating.....................................................8
----------------------------------------------
SECTION 2.3 Registration; Registration of Transfer and Exchange................................................9
---------------------------------------------------
SECTION 2.4 Mutilated, Destroyed, Lost or Stolen Notes........................................................10
------------------------------------------
SECTION 2.5 Persons Deemed Owners.............................................................................10
---------------------
SECTION 2.6 Payment of Principal and Interest; Defaulted Interest.............................................11
-----------------------------------------------------
SECTION 2.7 Cancellation......................................................................................11
------------
SECTION 2.8 Authentication of Notes...........................................................................12
-----------------------
SECTION 2.9 Release of Collateral.............................................................................12
---------------------
SECTION 2.10 Book-Entry Notes..................................................................................12
----------------
SECTION 2.11 Notices to Clearing Agency........................................................................13
--------------------------
SECTION 2.12 Definitive Notes..................................................................................13
----------------
SECTION 2.13 Tax Treatment.....................................................................................14
-------------

ARTICLE III

COVENANTS......................................................................................................14

SECTION 3.1 Payment of Principal and Interest..................................................................14
---------------------------------
SECTION 3.2 Maintenance of Office or Agency....................................................................14
-------------------------------
SECTION 3.3 Money for Payments To Be Held in Trust.............................................................14
--------------------------------------
SECTION 3.4 Existence.........................................................................................16
---------
SECTION 3.5 Protection of Collateral...........................................................................17
------------------------
SECTION 3.6 Annual Opinions as to Collateral...................................................................17
--------------------------------
SECTION 3.7 Performance of Obligations; Servicing of Home Equity Loans........................................17
----------------------------------------------------------
SECTION 3.8 Negative Covenants.................................................................................19
------------------
SECTION 3.9 Annual Statement as to Compliance..................................................................20
---------------------------------
SECTION 3.10 Covenants of the Issuer...........................................................................20
-----------------------
SECTION 3.11 Reserved..........................................................................................20
--------
SECTION 3.12 Restricted Payments...............................................................................20
-------------------
SECTION 3.13 Treatment of Notes as Debt for Tax Purposes.......................................................20
-------------------------------------------
SECTION 3.14 Notice of Events of Default.......................................................................21
---------------------------
SECTION 3.15 Further Instruments and Acts......................................................................21
----------------------------

ARTICLE IV
SATISFACTION AND DISCHARGE.....................................................................................21
SECTION 4.1 Satisfaction and Discharge of Indenture............................................................21
---------------------------------------
</TABLE>

<PAGE> 3

<TABLE>

<S> <C>
SECTION 4.2 Application of Trust Money.........................................................................22
--------------------------
SECTION 4.3 Repayment of Moneys Held by Paying Agent...........................................................22
----------------------------------------

ARTICLE V
REMEDIES.......................................................................................................22
SECTION 5.1 Events of Default..................................................................................22
-----------------
SECTION 5.2 Acceleration of Maturity; Rescission and Annulment................................................23
--------------------------------------------------
SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.........................24
-------------------------------------------------------------------------
SECTION 5.4 Remedies; Priorities..............................................................................26
--------------------
SECTION 5.5 Optional Preservation of the Collateral...........................................................28
---------------------------------------
SECTION 5.6 Limitation of Suits...............................................................................28
-------------------
SECTION 5.7 Unconditional Rights of Owners To Receive Principal and Interest..................................28
----------------------------------------------------------------
SECTION 5.8 Restoration of Rights and Remedies................................................................29
----------------------------------
SECTION 5.9 Rights and Remedies Cumulative....................................................................29
------------------------------
SECTION 5.10 Delay or Omission Not a Waiver....................................................................29
------------------------------
SECTION 5.11 Control by Owners.................................................................................29
-----------------
SECTION 5.12 Waiver of Past Defaults...........................................................................30
-----------------------
SECTION 5.13 Undertaking for Costs.............................................................................30
---------------------
SECTION 5.14 Waiver of Stay or Extension Laws..................................................................30
--------------------------------
SECTION 5.15 Action on Notes...................................................................................30
---------------
SECTION 5.16 Performance and Enforcement of Certain Obligations................................................31
--------------------------------------------------

ARTICLE VI
THE INDENTURE TRUSTEE..........................................................................................31
SECTION 6.1 Duties of Indenture Trustee........................................................................31
---------------------------
SECTION 6.2 Rights of Indenture Trustee........................................................................32
---------------------------
SECTION 6.3 Individual Rights of Indenture Trustee.............................................................33
--------------------------------------
SECTION 6.4 Indenture Trustee's Disclaimer.....................................................................33
------------------------------
SECTION 6.5 Notice of Defaults.................................................................................33
------------------
SECTION 6.6 Reports by Indenture Trustee to Owners.............................................................33
--------------------------------------
SECTION 6.7 Compensation and Indemnity.........................................................................33
--------------------------
SECTION 6.8 Replacement of Indenture Trustee...................................................................34
--------------------------------
SECTION 6.9 Successor Indenture Trustee by Merger..............................................................35
------------------------------------
SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture Trustee.................................35
------------------------------------------------------------------
SECTION 6.11 Eligibility; Disqualification.....................................................................36
-----------------------------
SECTION 6.12 Preferential Collection of Claims Against Issuer..................................................36
------------------------------------------------

ARTICLE VII
OWNERS' LISTS AND REPORTS......................................................................................36
SECTION 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of Owners..................................36
-----------------------------------------------------------------
SECTION 7.2 Preservation of Information; Communications to Owners..............................................37
-----------------------------------------------------
SECTION 7.3 Reports by Issuer..................................................................................37
-----------------
SECTION 7.4 Reports by Indenture Trustee.......................................................................37
----------------------------
ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES...........................................................................37
SECTION 8.1 Collection of Money................................................................................37
-------------------
</TABLE>

<PAGE> 4

<TABLE>
<S> <C>
SECTION 8.2 Accounts; Distributions............................................................................38
-----------------------
SECTION 8.3 General Provisions Regarding Accounts..............................................................39
-------------------------------------
SECTION 8.4 Servicer's Monthly Statements......................................................................39
-----------------------------
SECTION 8.5 Release of Collateral..............................................................................39
---------------------
SECTION 8.6 Opinion of Counsel.................................................................................40
------------------

ARTICLE IX
SUPPLEMENTAL INDENTURES........................................................................................40
SECTION 9.1 Supplemental Indentures Without Consent of Owners..................................................40
-------------------------------------------------
SECTION 9.2 Supplemental Indentures with Consent of Owners.....................................................41
----------------------------------------------
SECTION 9.3 Execution of Supplemental Indentures...............................................................42
------------------------------------
SECTION 9.4 Effect of Supplemental Indenture...................................................................42
--------------------------------
SECTION 9.5 Conformity with Trust Indenture Act................................................................43
-----------------------------------
SECTION 9.6 Reference in Notes to Supplemental Indentures......................................................43
---------------------------------------------
SECTION 9.7 Amendments to Trust Agreement......................................................................43
-----------------------------
ARTICLE X
REDEMPTION OF NOTES............................................................................................43
SECTION 10.1 Redemption........................................................................................43
----------
SECTION 10.2 Form of Redemption Notice.........................................................................44
-------------------------
SECTION 10.3 Notes Payable on Redemption Date; Provision for Payment of
----------------------------------------------------------
Indenture Trustee and Note Insurer...................................................................44
----------------------------------

ARTICLE XI
MISCELLANEOUS..................................................................................................44
SECTION 11.1 Compliance Certificates and Opinions, etc.........................................................44
-----------------------------------------
SECTION 11.2 Form of Documents Delivered to Indenture Trustee..................................................45
------------------------------------------------
SECTION 11.3 Acts of Owners....................................................................................46
--------------
SECTION 11.4 Notices, etc., to Indenture Trustee, Issuer, Rating Agencies and Note Insurer.....................46
-----------------------------------------------------------------------------
SECTION 11.5 Notices to Owners; Waiver.........................................................................46
-------------------------
SECTION 11.6 [RESERVED]......................................................................................47

SECTION 11.7 Conflict with Trust Indenture Act.................................................................47
---------------------------------
SECTION 11.8 Effect of Headings and Table of Contents..........................................................47
----------------------------------------
SECTION 11.9 Successors and Assigns............................................................................47
----------------------
SECTION 11.10 Separability....................................................................................47
------------
SECTION 11.11 Benefits of Indenture............................................................................47
---------------------
SECTION 11.12 Legal Holidays..................................................................................47
--------------
SECTION 11.13 GOVERNING LAW....................................................................................47
-------------
SECTION 11.14 Counterparts.....................................................................................48
------------
SECTION 11.15 Recording of Indenture...........................................................................48
----------------------
SECTION 11.16 Trust Obligation.................................................................................48
----------------
SECTION 11.17 No Petition......................................................................................48
-----------
SECTION 11.18 Inspection.......................................................................................48
----------
SECTION 11.19 Grant of Owner Rights to Note Insurer............................................................49
-------------------------------------
SECTION 11.20 Third Party Beneficiary.........................................................................49
-----------------------
SECTION 11.21 Suspension and Termination of Note Insurer's Rights..............................................49
---------------------------------------------------
</TABLE>

<PAGE> 5

EXHIBITS

SCHEDULE A - Schedule of Home Equity Loans
EXHIBIT A - Form of Note

<PAGE> 6

INDENTURE (this "Indenture" or this "Agreement") dated as of August
1, 1997, between IMC HOME EQUITY LOAN OWNER TRUST 1997-4, a Delaware business
trust (the "Issuer"), and THE CHASE MANHATTAN BANK, a New York banking
corporation, as trustee and not in its individual capacity (the "Indenture
Trustee").

Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Owners of the Notes and the Note
Insurer.

GRANTING CLAUSE

Subject to the terms of this Indenture, the Issuer hereby Grants to
the Indenture Trustee on the Closing Date, as Indenture Trustee for the benefit
of the Owners of the Notes and the Note Insurer, all of the Issuer's right,
title and interest in and to: (i) the Trust Estate; (ii) all right, title and
interest of the Issuer in the Sale and Servicing Agreement (including the
Issuer's right to cause the Seller to repurchase Home Equity Loans from the
Issuer under certain circumstances described therein); (iii) all present and
future claims, demands, causes of action and chooses in action in respect of
any or all of the foregoing and all payments on or under and all proceeds of
every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion thereof, voluntary or involuntary,
into cash or other liquid property, all cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and
other property which at any time constitute all or part of or are included in
the proceeds of any of the foregoing; (iv) all funds on deposit from time to
time in the Accounts (including the Note Account) and (v) all other property of
the Trust from time to time (collectively, the "Collateral").

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

The Indenture Trustee, as Indenture Trustee on behalf of the Owners
of the Notes and the Note Insurer, acknowledges such Grant, accepts the trusts
hereunder and agrees to perform its duties required in this Indenture to the
best of its ability to the end that the interests of the Owners of the Notes
and the Note Insurer may be adequately and effectively protected. The Indenture
Trustee agrees and acknowledges that the Files will be held by the Custodian,
as agent of the Indenture Trustee, in trust, for the use and benefit of the
Issuer, the Note Insurer and all present and future Owners of the Notes in
Tampa, Florida. The Indenture Trustee further agrees and acknowledges that each
other item of Collateral that is physically delivered to the Indenture Trustee
will be held by the Indenture Trustee in New York, New York.

ARTICLE I
DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 (a) Definitions. Except as otherwise specified herein or as the
context may otherwise require, the following terms have the respective meanings
set forth below for all purposes of this Indenture.

"Act": The meaning specified in Section 11.3(a) hereof.

<PAGE> 7

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

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

"Book-Entry Notes": A beneficial interest in the Notes, the
ownership and transfer of which shall be made through book entries by a
Clearing Agency as described in Section 2.10.

"Book-Entry Owner": With respect to a Book-Entry Note, the Person
who is the beneficial owner of such Book-Entry Note, as reflected on the books
of the Clearing Agency or on the books of a Person maintaining an account with
such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such
Clearing Agency).

"Business Day": Any day other than a Saturday, Sunday or a day on
which commercial banking institutions in The City of New York, Tampa, Florida,
the city in which the Corporate Trust Office is located or the city in which
the principal office of the Note Insurer is located are authorized or obligated
by law or executive order to be closed.

"Certificate of Trust": The certificate of trust of the Issuer
substantially in the form of Exhibit A to the Trust Agreement.

"Clearing Agency": An organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act.

"Clearing Agency Participant": A broker, dealer, bank, other
financial institution or other Person for whom from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with
the Clearing Agency.

"Closing Date": August 21, 1997.

"Code": The Internal Revenue Code of 1986, as amended from time to
time, and the Treasury Regulations promulgated thereunder.

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

"Corporate Trust Office": The principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at date of execution of this Agreement is located at
450 W. 33rd Street, 15th Floor, New York, New York 10001, Attention: Structured
Financial Services, or at such other address as the Indenture Trustee may
designate from time to time by notice to the Owners and the Issuer, or the
principal corporate trust office of any successor Indenture Trustee at the
address designated by such successor Indenture Trustee by notice to the Owners,
the Note Insurer and the

<PAGE> 8

Issuer.

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

"Definitive Notes": The meaning specified in Section 2.12.

"Depositor": IMC Securities, Inc., a Delaware corporation.

"Event of Default": The meaning specified in Section 5.1 hereof.

"Exchange Act": The Securities Exchange Act of 1934, as amended.

"Final Payment Date": October 20, 2027.

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

"Indenture Trustee": The Chase Manhattan Bank, a New York banking
corporation, as Indenture Trustee under this Indenture, or any successor
Indenture Trustee under this Indenture.

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

"Independent Certificate": A certificate or opinion to be delivered
to the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1, made by an
Independent appraiser or other expert appointed by an Issuer Order and approved
by the Indenture Trustee in the exercise of reasonable care, and such opinion
or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

"Issuer": IMC Home Equity Loan Owner Trust 1997-4 until a successor
replaces it and, thereafter, means the successor and, for purposes of any
provision contained herein and required by the TIA, each other obligor on the
Notes.

<PAGE> 9

"Issuer Order" and "Issuer Request": A written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee.

"Moody's": Moody's Investor Service, Inc., or any successor thereto.

"Note": The Issuer's Adjustable Rate Home Equity Loan Asset Backed
Notes, Series 1997-4, substantially in the Form of Exhibit A hereto.

"Note Register" and "Note Registrar": The respective meanings
specified in Section 2.3.

"Officer's Certificate": A certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1, and delivered to
the Indenture Trustee.

"Opinion of Counsel": One or more written opinions of counsel who
may, except as otherwise expressly provided in this Indenture, be employees of
or counsel to the Issuer and who shall be satisfactory to the Indenture Trustee
and the Note Insurer, and which opinion or opinions shall be addressed to the
Indenture Trustee, as Indenture Trustee, and the Note Insurer and shall comply
with any applicable requirements of Section 11.1 and shall be in form and
substance satisfactory to the Indenture Trustee and the Note Insurer.

"Outstanding": With respect to any Note and as of the date of
determination, any Note theretofore authenticated and delivered under this
Indenture except:

(i) Notes theretofore canceled by the Note Registrar or
delivered to the Note Registrar for cancellation;

(ii) Notes or portions thereof the payment for which money
in the necessary amount has been theretofore deposited with the
Indenture Trustee or any Paying Agent in trust for the Owners of
such Notes (provided, however, that if such Notes are to be
redeemed, notice of such redemption has been duly given pursuant to
this Indenture or provision for such notice has been made,
satisfactory to the Indenture Trustee);

(iii) Notes in exchange for or in lieu of which other
Notes have been authenticated and delivered pursuant to this
Indenture unless proof satisfactory to the Indenture Trustee is
presented that any such Notes are held by a bona fide purchaser;
provided, that in determining whether the Owners of the requisite
Outstanding Amount of the Notes have given any request, demand,
authorization, direction, notice, consent, or waiver hereunder or
under any Operative Document, Notes owned by the Issuer, any other
obligor upon the Notes, the Depositor, the Seller or any Affiliate
of any of the foregoing Persons shall be disregarded and deemed not
to be Outstanding, except that, in determining whether the Indenture
Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, or waiver, only Notes
that the Indenture Trustee knows to be so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee's right so to act
with respect to such Notes and that the pledgee is not the Issuer,
any other obligor upon the Notes, the Depositor, the Seller or any
Affiliate of any

<PAGE> 10

of the foregoing Persons;

(iv) Notes alleged to have been destroyed, lost or stolen
for which replacement Notes have been issued as provided for in
Section 2.4 thereof; and

(v) Notes as to which the Indenture Trustee has made the
final distribution thereon, whether or not such Notes are ever
returned to the Indenture Trustee.

"Outstanding Amount": The aggregate principal amount of all Notes
that are Outstanding at the date of determination.

"Owner": The Person in whose name a Note is registered on the Note
Register; provided that the exercise of any rights of such Owner under this
Indenture shall at all times be subject to Section 11.19 hereto.

"Owner Trustee": Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee under the Trust Agreement, or any
successor Owner Trustee under the Trust Agreement.

"Paying Agent": The Indenture Trustee or any other Person that meets
the eligibility standards for the Indenture Trustee specified in Section 6.11
and is authorized by the Issuer to make payments to and distributions from the
Note Account, including payment of principal of or interest on the Notes on
behalf of the Issuer.

"Payment Date": The 20th day of any month or if such day is not a
Business Day, the next Business Day thereafter, commencing in September 1997.

"Predecessor Note": With respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.4 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

"Proceeding": Any suit in equity, action at law or other judicial or
administrative proceeding.

"Rating Agency": Either or both of (i) Standard & Poor's or (ii)
Moody's. If no such organization or successor is any longer in existence,
"Rating Agency" shall be a nationally recognized statistical rating
organization or other comparable Person designated by the Note Insurer, notice
of which designation shall be given to the Issuer, the Depositor, the Indenture
Trustee, the Owner Trustee and the Servicer.

"Rating Agency Condition": With respect to any action to which a
Rating Agency Condition applies, that each Rating Agency shall have been given
10 days (or such shorter period as is acceptable to each Rating Agency) prior
notice thereof and that each of the Rating Agencies shall have notified the
Depositor, the Seller, the Servicer, the Note Insurer and the Issuer in writing
that such action will not result in a reduction or withdrawal of the then
current rating of the Notes.

"Record Date": With respect to any Payment Date, the last Business
Day immediately preceding such Payment Date.

<PAGE> 11

"Redemption Price": In the case of a redemption of the Notes
pursuant to Section 10.1, an amount equal to the unpaid principal amount of the
Notes redeemed plus accrued and unpaid interest thereon at the Note Rate to but
excluding the Redemption Date, plus any unpaid Trust Fees and Expenses and all
other amounts owed to the Note Insurer pursuant to the Insurance Agreement.

"Registered Owner": The Person in whose name a Note is registered on
the Note Register on the applicable Record Date.

"Responsible Officer": With respect to the Indenture Trustee, any
officer within the Corporate Trust Office of the Indenture Trustee, including
any Vice President, Assistant Vice President, Assistant Treasurer, Assistant
Secretary or any other officer of the Indenture Trustee customarily performing
functions similar to those performed by any of the above designated officers
and also, with respect to a particular matter, any other officer to whom such
matter is referred because of such officer's knowledge of and familiarity with
the particular subject.

"Sale and Servicing Agreement": The Sale and Servicing Agreement
dated as of August 1, 1997, among the Issuer, IMC Securities, Inc., as
Depositor, Industry Mortgage Company, L.P., as Seller and Servicer, and the
Indenture Trustee, as Indenture Trustee.

"Securities Act": The Securities Act of 1933, as amended.

"Seller": Industry Mortgage Company, L.P., in its capacity as seller
under the Sale and Servicing Agreement, and its successor in interest.

"Servicer": Industry Mortgage Company, L.P., in its capacity as
servicer under the Sale and Servicing Agreement, and any Successor Servicer
thereunder.

"Standard & Poor's": Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc.

"State": Any one of the 50 States of the United States of America or
the District of Columbia.

"Successor Servicer": The meaning specified in Section 3.7(e).

"Trust Estate": The assets subject to this Agreement, the Sale and
Servicing Agreement and the Trust Agreement and assigned to the Trust, which
assets consist of (a) the Home Equity Loans listed in Schedule I to the Sale
and Servicing Agreement, including the related Files that the Seller and the
Depositor cause to be delivered to the Indenture Trustee, all payments of
principal received, collected or otherwise recovered after the Cut-Off Date for
each Home Equity Loan (other than any principal payments due thereon on or
prior to the Cut-Off Date), all payments of interest accruing on each Home
Equity Loan after the Cut-Off Date therefor (other than any interest payments
due thereon on or prior to the Cut-Off Date) and all other proceeds received in
respect of such Home Equity Loans, (b) the Note Insurance Policy, (c) any
Insurance Policies, (d) all cash, instruments or other property held or
required to be deposited in the Principal and Interest Account, the Note
Account, the Available Funds Cap Carry Forward Amount Account, and the Policy
Payments Account, including all investments made with funds in such accounts
(but not including any income on funds deposited in, or investments made with
funds deposited in, the Principal and Interest Account, which income shall
belong to and be for the account of the Servicer, and not including any income

<PAGE> 12

on funds deposited in, or investments made with funds deposited in, the Note
Account or Available Funds Cap Carry-Forward Amount Account, or the
Capitalized Interest Account, which income shall belong to and be for the
account of the Issuer), (e) the Issuer's rights under the Sale and Servicing
Agreement, and (f) all proceeds of the conversion, voluntary or involuntary, of
any of the foregoing into cash or other liquid assets, including, without
limitation, all insurance proceeds and condemnation awards.

"Trust Indenture Act" or "TIA": The Trust Indenture Act of 1939, as
amended, as in force on the date hereof, unless otherwise specifically
provided.

"UCC": Unless the context otherwise requires, the Uniform Commercial
Code, as in effect in the relevant jurisdiction, as amended from time to time.

(b) Except as otherwise specified herein or as the context may
otherwise require, for all purposes of this Indenture capitalized terms used
but not otherwise defined herein have the respective meanings set forth in the
Sale and Servicing Agreement or, if not defined therein, in the Trust
Agreement.

SECTION 1.2 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:

"Commission" means the Securities and Exchange Commission.

"indenture securities" means the Notes.

"indenture security Owner" means an Owner.

"indenture to be qualified" means this Indenture.

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

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

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

SECTION 1.3 Rules of Construction. Unless the context otherwise
requires:

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

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

(iii) "or" is not exclusive;

(iv) "including" means including without limitation;

<PAGE> 13

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

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

ARTICLE II

THE NOTES

SECTION 2.1 Form. The Notes shall be designated as the "IMC
Adjustable Rate Home Equity Loan Asset Backed Notes, Series 1997-4" and,
together with the Indenture Trustee's certificate of authentication, shall be
in substantially the form set forth in Exhibit A hereto, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution thereof. Any portion of the text of any Note may
be set forth on the reverse thereof, with an appropriate reference thereto on
the face of the Note.

The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods, all as determined by
the officers executing such Notes, as evidenced by their execution of such
Notes.

The terms of the Notes set forth in Exhibit A are part of the terms
of this Indenture.

The Notes may be marked as temporary, and any Note being so marked
may be cancelled and destroyed for substitution by a replacement Note, subject
to the provisions of Section 2.2.

SECTION 2.2 Execution, Authentication, Delivery and Dating. The
Notes shall be executed on behalf of the Issuer by an Authorized Officer of the
Owner Trustee. The signature of any such Authorized Officer on the Notes may be
manual or facsimile.

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

Subject to the satisfaction of the conditions set forth in Section
2.8, the Indenture Trustee shall authenticate and deliver Notes for original
issue in an aggregate principal amount of $575,000,000. The aggregate principal
amount of Notes Outstanding at any time may not exceed such amount.

The Notes that are authenticated and delivered by the Indenture
Trustee to or upon the order of the

<PAGE> 14

Issuer on the Closing Date shall be dated August 21, 1997. All other Notes that
are authenticated after the Closing Date for any other purpose under this
Indenture shall be dated the date of their authentication. The Notes shall be
issuable as registered Notes in the minimum denomination of $25,000 and
integral multiples of $1,000 in excess thereof.

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

SECTION 2.3 Registration; Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The Indenture Trustee initially shall be the "Note Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided. Upon
any resignation of any Note Registrar, the Issuer shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties
of Note Registrar.

If a Person other than the Indenture Trustee is appointed by the
Issuer as Note Registrar with the consent of the Note Insurer, the Issuer will
give the Indenture Trustee prompt written notice of the appointment of such
Note Registrar and of the location, and any change in the location, of the Note
Register, and the Indenture Trustee shall have the right to inspect the Note
Register at all reasonable times and to obtain copies thereof, and the
Indenture Trustee and the Note Insurer shall have the right to rely upon a
certificate executed on behalf of the Note Registrar by an Authorized Officer
thereof as to the names and addresses of the Owners of the Notes and the
principal amounts and number of such Notes.

Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.2, the
Issuer shall execute, and the Indenture Trustee shall authenticate and the
Owner shall obtain from the Indenture Trustee, in the name of the designated
transferee or transferees, one or more new Notes in any authorized
denominations, of a like aggregate principal amount.

At the option of any Owner, Notes owned by such Owner may be
exchanged for other Notes in any authorized denominations, of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Notes are so surrendered for exchange, the Issuer shall
execute, and the Indenture Trustee shall authenticate and the Owner shall
obtain from the Indenture Trustee, the Notes which the Owner making the
exchange is entitled to receive.

All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes
surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument
of transfer in form satisfactory to the Indenture Trustee duly executed by the
Owner thereof or such Owner's attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in the Securities Transfer Agent's Medallion Program ("STAMP") or
such other "signature guarantee program" as may be determined by the Note
Registrar in

<PAGE> 15

addition to, or in substitution for, STAMP, all in accordance with the Exchange
Act.

No service charge shall be made to an Owner for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.4 or Section 9.6 not involving any transfer.

The preceding provisions of this Section notwithstanding, the Issuer
shall not be required to make and the Note Registrar need not register
transfers or exchanges of Notes selected for redemption or of any Note for a
period of 15 days preceding the due date for any payment with respect to such
Note.

SECTION 2.4 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, and (ii) there is delivered to the Indenture Trustee such security
or indemnity as may be required by it to hold the Issuer, the Note Insurer and
the Indenture Trustee harmless, then, in the absence of notice to the Issuer,
the Note Registrar or the Indenture Trustee that such Note has been acquired by
a bona fide purchaser, the Issuer shall execute, and upon its request the
Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Note, a replacement Note;
provided, however, that if any such destroyed, lost or stolen Note, but not a
mutilated Note, shall have become or within seven days shall be due and
payable, or shall have been called for redemption, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when
so due or payable or upon the Redemption Date without surrender thereof. If,
after the delivery of such replacement Note or payment of a destroyed, lost or
stolen Note pursuant to the proviso to the preceding sentence, a bona fide
purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer, the Note Insurer
and the Indenture Trustee shall be entitled to recover such replacement Note
(or such payment) from the Person to whom it was delivered or any Person taking
such replacement Note from such Person to whom such replacement Note was
delivered or any assignee of such Person, except a bona fide purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor
to the extent of any loss, damage, cost or expense incurred by the Issuer, the
Note Insurer or the Indenture Trustee in connection therewith.

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

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

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

SECTION 2.5 Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Note Insurer, the
Indenture Trustee and any agent of the Issuer, the Note Insurer

<PAGE> 16

or the Indenture Trustee may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of principal of and interest, if any, on such
Note and for all other purposes whatsoever, whether or not such Note be
overdue, and none of the Issuer, the Note Insurer, the Indenture Trustee or any
agent of the Issuer or the Indenture Trustee shall be affected by notice to the
contrary.

SECTION 2.6 Payment of Principal and Interest; Defaulted
Interest.

(a) The Notes shall accrue interest at the Note Rate as set forth in
the Sale and Servicing Agreement, and such interest shall be payable on each
Payment Date as specified therein, subject to Section 3.1 hereof. Any
installment of interest or principal, if any, payable on any Note that is
punctually paid or duly provided for by the Issuer on the applicable Payment
Date shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date by check mailed first-class
postage prepaid to such Person's address as it appears on the Note Register on
such Record Date, except that, unless Definitive Notes have been issued
pursuant to Section 2.12, with respect to Notes registered on the Record Date
in the name of the nominee of the Clearing Agency (initially, such nominee to
be Cede & Co.), payment will be made by wire transfer in immediately available
funds to the account designated by such nominee and except for the final
installment of principal payable with respect to such Note on a Payment Date or
on the applicable Final Payment Date (and except for the Redemption Price for
any Note called for redemption pursuant to Section 10.1), which shall be
payable as provided below. The funds represented by any such checks returned
undelivered shall be held in accordance with Section 3.3.

(b) The principal of each Note shall be payable in installments on
each Payment Date as provided in the Sale and Servicing Agreement and the form
of the Notes set forth in Exhibit A. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable, if not
previously paid, on the earlier of (i) the Final Payment Date, (ii) the
Redemption Date or (iii) the date on which an Event of Default shall have
occurred and be continuing, if the Indenture Trustee or the Owners of Notes
representing not less than a majority of the Outstanding Amount of the Notes
have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2. All principal payments on the Notes shall be made pro
rata to the Owners. The Indenture Trustee shall notify the Person in whose name
a Note is registered at the close of business on the Record Date preceding the
Payment Date on which the Issuer expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be
mailed or transmitted by facsimile prior to such final Payment Date and shall
specify that such final installment will be payable only upon presentation and
surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such installment. A copy of such form
of notice shall be sent to the Note Insurer by the Indenture Trustee. Notices
in connection with redemptions of Notes shall be mailed to Owners as provided
in Section 10.2.

SECTION 2.7 Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly canceled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly canceled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange
for any Notes canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Notes may be held or disposed of by
the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time, unless the Issuer shall direct by an Issuer
Order that they be destroyed or

<PAGE> 17

returned to it; provided, that such Issuer Order is timely and the Notes have
not been previously disposed of by the Indenture Trustee.

SECTION 2.8 Authentication of Notes. The Notes may be authenticated
by the Indenture Trustee upon Issuer Request.

SECTION 2.9 Release of Collateral.

(a) Subject to subsections (b) and (c) hereof, Section 11.1 hereof
and the terms of the Operative Documents, the Indenture Trustee shall release
property from the lien of this Indenture only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and Independent
Certificates in accordance with TIA Sections 314(c) and 314(d)(l) or an Opinion
of Counsel in lieu of such Independent Certificates to the effect that the TIA
does not require any such Independent Certificates.

(b) The Servicer, on behalf of the Issuer, shall be entitled to
obtain a release from the lien of this Indenture for any Home Equity Loan and
the related Property at any time (i) after a payment by the Seller or the
Issuer of the Loan Purchase Price of the Home Equity Loan, (ii) after a
Qualified Replacement Mortgage is substituted for such Home Equity Loan and
payment of the Substitution Amount if any, (iii) after liquidation of the Home
Equity Loan in accordance with Section 4.13 of the Sale and Servicing Agreement
and the deposit of all Liquidation Proceeds thereon in the Principal and
Interest Account, or (iv) upon the termination of a Home Equity Loan (due to,
among other causes, a prepayment in full of the Home Equity Loan and sale or
other disposition of the related Property), if the Issuer delivers to the
Indenture Trustee and the Note Insurer an Issuer Request (A) identifying the
Home Equity Loan and the related Property to be released, (B) requesting the
release thereof, (C) setting forth the amount deposited in the Principal and
Interest Account with respect thereto, and (D) certifying that the amount
deposited in the Principal and Interest Account (x) equals the Loan Purchase
Price of the Home Equity Loan, in the event a Home Equity Loan and the related
Property are being released from the lien of this Indenture pursuant to item
(i) above, (y) equals the Substitution Amount related to the Qualified
Replacement Mortgage and the Home Equity Loan being released from the lien of
this Indenture pursuant to item (ii) above, or (z) equals the entire amount of
recoveries received with respect to such Home Equity Loan and the related
Property in the event of a release from the lien of this Indenture pursuant to
items (iii) or (iv) above.

(c) The Indenture Trustee shall, if requested in writing by the
Servicer, temporarily release or cause the Custodian to temporarily release to
the Servicer the File pursuant to the provisions of Section 4.14 of the Sale
and Servicing Agreement upon compliance by the Servicer of the provisions
thereof provided that the Indenture Trustee's File shall have been stamped to
signify the Issuer's pledge to the Indenture Trustee under this Indenture.

SECTION 2.10 Book-Entry Notes. The Notes, upon original issuance,
will be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company, the initial Clearing
Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be
registered initially on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Owner of any Note will receive a
definitive Note representing such Book-Entry Owner's interest in such Note,
except as provided in Section 2.12. Unless and until definitive, fully
registered Notes (the "Definitive Notes") have been issued to such Book-Entry
Owners pursuant to Section 2.12:

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

<PAGE> 18

(ii) the Note Registrar, the Note Insurer and the
Indenture Trustee shall be entitled to deal with the
Clearing Agency for all purposes of this Indenture
(including the payment of principal of and interest on the
Notes and the giving of instructions or directions
hereunder) as the sole Owner of the Notes, and shall have
no obligation to the Book-Entry Owners;

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

(iv) the rights of Book-Entry Owners shall be exercised
only through the Clearing Agency and shall be limited to
those established by law and agreements between such
Book-Entry Owners and the Clearing Agency and/or the
Clearing Agency Participants. Unless and until Definitive
Notes are issued pursuant to Section 2.12, the initial
Clearing Agency will make book-entry transfers among the
Clearing Agency Participants and receive and transmit
payments of principal of and interest on the Notes to such
Clearing Agency Participants; and

(v) whenever this Indenture requires or permits actions to
be taken based upon instructions or directions of Owners
of Notes evidencing a specified percentage of the
Outstanding Amount of the Notes, the Clearing Agency shall
be deemed to represent such percentage only to the extent
that it has received instructions to such effect from
Book- Entry Owners and/or Clearing Agency Participants
owning or representing, respectively, such required
percentage of the beneficial interest in the Notes and has
delivered such instructions to the Indenture Trustee.

SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other
communication to the Owners is required under this Indenture, unless and until
Definitive Notes shall have been issued to such Book-Entry Owners pursuant to
Section 2.12, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Owners of the Notes to the
Clearing Agency, and shall have no obligation to such Book-Entry Owners.

SECTION 2.12 Definitive Notes. If (i) the Clearing Agency is no
longer willing or able to properly discharge its responsibilities with respect
to the Book-Entry Notes and the Issuer is unable to locate a qualified
successor, (ii) the Issuer at its option advises the Indenture Trustee in
writing that it elects to terminate the book-entry system through the Clearing
Agency or (iii) after the occurrence of an Event of Default, Owners of the
Book-Entry Notes representing beneficial interests aggregating at least a
majority of the Outstanding Amount of such Notes advise the Clearing Agency in
writing that the continuation of a book-entry system through the Clearing
Agency is no longer in the best interests of such Book-Entry Owners, then the
Clearing Agency shall notify all Book-Entry Owners and the Indenture Trustee of
the occurrence of such event and of the availability of Definitive Notes to
Book-Entry Owners requesting the same. Upon surrender to the Indenture Trustee
of the typewritten Notes representing the Book-Entry Notes by the Clearing
Agency, accompanied by registration instructions, the Issuer shall execute and
the Indenture Trustee shall authenticate the Definitive Notes in accordance
with the instructions of the Clearing Agency. None of the Issuer, the Note
Registrar, the Note Insurer or the Indenture Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee shall recognize the Owners of the Definitive Notes
as Owners.

<PAGE> 19

SECTION 2.13 Tax Treatment. The Issuer has entered into this
Indenture, and the Notes will be issued, with the intention that, for federal,
state and local income, single business and franchise tax purposes, the Notes
will qualify as indebtedness of the Issuer secured by the Collateral. The
Issuer, by entering into this Indenture, and each Owner, by its acceptance of a
Note (and each Book-Entry Owner by its acceptance of an interest in the
applicable Book-Entry Note), agree to treat the Notes for federal, state and
local income, single business and franchise tax purposes as indebtedness of the
Issuer.

ARTICLE III

COVENANTS

SECTION 3.1 Payment of Principal and Interest. The Issuer will duly
and punctually pay (or will cause to be duly and punctually paid) the principal
of and interest, if any, on the Notes in accordance with the terms of the Notes
and this Indenture. Without limiting the foregoing, subject to and in
accordance with Section 8.2(c), on each Payment Date the Issuer will cause to
be distributed all amounts on deposit in the Note Account deposited or retained
therein pursuant to the Sale and Servicing Agreement for the benefit of the
Notes, to the Owners and the Note Insurer. Amounts properly withheld under the
Code by any Person from a payment to any Owner of interest and/or principal
shall be considered as having been paid by the Issuer to such Owner for all
purposes of this Indenture.

The Notes shall be non-recourse obligations of the Issuer and shall
be limited in right of payment to amounts available from the Collateral and any
amounts received by the Indenture Trustee under the Note Insurance Policy in
respect of the Notes, as provided in this Indenture and the Sale and Servicing
Agreement. The Issuer shall not otherwise be liable for payments on the Notes.
If any other provision of this Indenture shall be deemed to conflict with the
provisions of this Section 3.1, the provisions of this Section 3.1 shall
control.

SECTION 3.2 Maintenance of Office or Agency. The Issuer will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Notes may be surrendered for registration of transfer or exchange, and
where notices and demands to or upon the Issuer in respect of the Notes and
this Indenture may be served. The Issuer will give prompt written notice to the
Indenture Trustee and the Note Insurer of the location, and of any change in
the location, of any such office or agency. If at any time the Issuer shall
fail to maintain any such office or agency or shall fail to furnish the
Indenture Trustee with the address thereof, such surrenders, notices and
demands may be made or served at the Corporate Trust Office, and the Issuer
hereby appoints the Indenture Trustee as its agent to receive all such
surrenders, notices and demands.

SECTION 3.3 Money for Payments To Be Held in Trust. As provided in
Section 8.2 (a ) and (b), all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Principal and
Interest Account or retained in the Note Account pursuant to Section 8.2(c)
shall be made on behalf of the Issuer by the Indenture Trustee or by the Paying
Agent, and no amounts so withdrawn from the Principal and Interest Account or
retained in the Note Account for payments of Notes shall be paid over to the
Issuer except as provided in this Section.

On or before the third Business Day preceding each Payment Date and
Redemption Date, the Indenture Trustee shall deposit or cause to be deposited
in the Note Account an aggregate sum sufficient to pay the amounts due on such
Payment Date under the Notes, such sum to be held in trust for the benefit of

<PAGE> 20

the Persons entitled thereto.

Subject to the prior consent of the Note Insurer, any Paying Agent
shall be appointed by Issuer Order with written notice thereof to the Indenture
Trustee and the Note Insurer. Any Paying Agent appointed by the Issuer shall be
a Person who would be eligible to be Indenture Trustee hereunder as provided in
Section 6.11. The Issuer shall not appoint any Paying Agent (other than the
Indenture Trustee) which is not, at the time of such appointment, a Designated
Depository Institution.

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

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

(ii) give the Indenture Trustee and the Note Insurer
notice of any default by the Issuer (or any other obligor
upon the Notes) of which it has actual knowledge in the
making of any payment required to be made with respect to
the Notes;

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

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

(v) comply with all requirements of the Code with respect
to the withholding from any payments made by it on any
Notes of any applicable withholding taxes imposed thereon
and with respect to any applicable reporting requirements
in connection therewith; provided, however, that with
respect to withholding and reporting requirements
applicable to original issue discount (if any) on the
Notes, the Issuer shall have first provided the
calculations pertaining thereto to the Indenture Trustee.

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

Subject to applicable laws with respect to escheat of funds or
abandoned property, any money held by the Indenture Trustee or any Paying Agent
in trust for the payment of any amount due with respect to any Note and
remaining unclaimed for two years after such amount has become due and payable
shall be

<PAGE> 21

discharged from such trust and be paid to the Issuer on Issuer Request; and the
Owner of such Note shall thereafter, as an unsecured general creditor, look
only to the Issuer for payment thereof (but only to the extent of the amounts
so paid to the Issuer), and all liability of the Indenture Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Indenture Trustee or such Paying Agent, before being required
to make any such repayment, shall at the expense and direction of the Issuer
cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at the
expense and direction of the Issuer, any other reasonable means of notification
of such repayment (including, but not limited to, mailing notice of such
repayment to Owners whose Notes have been called but have not been surrendered
for redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Owner).

SECTION 3.4 Existence.

(a) Subject to subsection (b) of this Section 3.4, the Issuer will
keep in full effect its existence, rights and franchises as a business trust
under the laws of the State of Delaware (unless it becomes, or any successor
Issuer hereunder is or becomes, organized under the laws of any other State or
of the United States of America, in which case the Issuer will keep in full
effect its existence, rights and franchises under the laws of such other
jurisdiction) and will obtain and preserve its qualification to do business in
each jurisdiction in which such qualification is or shall be necessary to
protect the validity and enforceability of this Indenture, the Notes and the
Collateral.

<PAGE> 22

(b) Any successor to the Owner Trustee appointed pursuant to Section
10.2 of the Trust Agreement shall be the successor Owner Trustee under this
Indenture without the execution or filing of any paper, instrument or further
act to be done on the part of the parties hereto.

(c) Upon any consolidation or merger of or other succession to the
Owner Trustee, the Person succeeding to the Owner Trustee under the Trust
Agreement may exercise every right and power of the Owner Trustee under this
Indenture with the same effect as if such Person had been named as the Owner
Trustee herein.

SECTION 3.5 Protection of Collateral. The Issuer will from time to
time and upon the direction of the Note Insurer execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other
instruments, and will take such other action necessary or advisable to:

(i) provide further assurance with respect to the Grant
of all or any portion of the Collateral;

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

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

(iv) enforce any rights with respect to the Collateral; or

(v) preserve and defend title to the Collateral and the
rights of the Indenture Trustee, the Owners and the Note
Insurer in such Collateral against the claims of all
persons and parties.

SECTION 3.6 Annual Opinions as to Collateral. On or before August 15
in each calendar year, beginning in 1998, the Issuer shall furnish to the
Indenture Trustee and the Note Insurer an Opinion of Counsel either stating
that, in the opinion of such counsel, such action has been taken with respect
to the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and with
respect to the execution and filing of any financing statements and
continuation statements as is necessary to maintain the lien and security
interest created by this Indenture and reciting the details of such action or
stating that in the opinion of such counsel no such action is necessary to
maintain such lien and security interest. Such Opinion of Counsel shall also
describe the recording, filing, re-recording and refiling of this Indenture,
any indentures supplemental hereto and any other requisite documents and the
execution and filing of any financing statements and continuation statements
that will, in the opinion of such counsel, be required to maintain the lien and
security interest of this Indenture until August 15 of the following calendar
year.

SECTION 3.7 Performance of Obligations; Servicing of Home Equity
Loans.

(a) The Issuer will not take any action and will use its best
efforts not to permit any action to be taken by others that would release any
Person from any of such Person's material covenants or obligations

<PAGE> 23

under any instrument or agreement included in the Collateral or that would
result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any such instrument or
agreement, except as expressly provided in this Indenture, the Sale and
Servicing Agreement or such other instrument or agreement.

(b) Subject to the prior consent of the Note Insurer, the Issuer may
contract with or otherwise obtain the assistance of other Persons to assist it
in performing its duties under this Indenture, and any performance of such
duties by a Person identified to the Indenture Trustee and the Note Insurer in
an Officer's Certificate of the Issuer shall be deemed to be action taken by
the Issuer. Initially, the Issuer has contracted with the Servicer to assist
the Issuer in performing its duties under this Indenture.

(c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Operative Documents
and in the instruments and agreements included in the Collateral, including but
not limited to (i) filing or causing to be filed all UCC financing statements
and continuation statements required to be filed by the terms of this Indenture
and the Sale and Servicing Agreement and (ii) recording or causing to be
recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of
Mortgage and all assumption and modification agreements required to be recorded
by the terms of the Sale and Servicing Agreement, in accordance with and within
the time periods provided for in this Indenture and/or the Sale and Servicing
Agreement, as applicable. Except as otherwise expressly provided therein, the
Issuer shall not waive, amend, modify, supplement or terminate any Operative
Document or any provision thereof without the consent of the Indenture Trustee,
the Note Insurer, and the Owners of at least a majority of the Outstanding
Amount of the Notes.

(d) If the Issuer shall have knowledge of the occurrence of a
Servicer Termination Event under the Sale and Servicing Agreement, the Issuer
shall promptly notify the Indenture Trustee, the Note Insurer and the Rating
Agencies thereof, and shall specify in such notice the action, if any, the
Issuer is taking with respect of such default. If such Servicer Termination
Event shall arise from the failure of the Servicer to perform any of its duties
or obligations under the Sale and Servicing Agreement with respect to the Home
Equity Loans, the Issuer shall take all reasonable steps available to it to
remedy such failure.

(e) As promptly as possible after the giving of notice of
termination to the Servicer of the Servicer's rights and powers pursuant to
Section 4.20 of the Sale and Servicing Agreement, the Issuer, upon the prior
written consent of or upon the direction of the Note Insurer, shall appoint a
successor servicer (the "Successor Servicer") in accordance with the provisions
of Section 4.20 of the Sale and Servicing Agreement.

(f) Upon any termination of the Servicer's rights and powers
pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify
the Indenture Trustee and the Note Insurer. As soon as a Successor Servicer is
appointed pursuant to Section 4.20 of the Sale and Servicing Agreement, the
Issuer shall notify the Indenture Trustee of such appointment, specifying in
such notice the name and address of such Successor Servicer.

(g) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without
the prior written consent of the Indenture Trustee and the Note Insurer, or, if
a Note Insurer Default has occurred and is continuing, the Owners of at least a
majority in Outstanding Amount of the Notes, amend, modify, waive, supplement,
terminate or surrender, or agree to any amendment, modification,

<PAGE> 24

supplement, termination, waiver or surrender of, the terms of any Collateral
(except to the extent otherwise provided in the Sale and Servicing Agreement)
or the Operative Documents, or waive timely performance or observance by the
Servicer or the Seller under the Sale and Servicing Agreement; and (ii) that
any such amendment shall not (A) increase or reduce in any manner the amount
of, or accelerate or delay the timing of, distributions that are required to be
made for the benefit of the Owners or (B) reduce the aforesaid percentage of
the Notes that is required to consent to any such amendment, without the
consent of the Owners of all the outstanding Notes. If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture
Trustee and the Note Insurer, the Issuer agrees, promptly following a request
by the Indenture Trustee or the Note Insurer to do so, to execute and deliver,
in its own name and at its own expense, such agreements, instruments, consents
and other documents as the Indenture Trustee or the Note Insurer may deem
necessary or appropriate in the circumstances.

SECTION 3.8 Negative Covenants. So long as any Notes are
Outstanding, the Issuer shall not:

(i) except as expressly permitted by this Indenture,
the Loan Sale Agreement or the Sale and
Servicing Agreement, sell, transfer, exchange or
otherwise dispose of any of the properties or
assets of the Issuer, including those included
in the Collateral, unless directed to do so by
the Indenture Trustee or the Note Insurer;

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

(iii) engage in any business or activity other than as
permitted by the Trust Agreement or other than
in connection with, or relating to, the issuance
of Notes pursuant to this Indenture, or amend
the Trust Agreement as in effect on the Closing
Date other than in accordance with Section 11.1
thereof,

(iv) issue debt obligations under any other indenture;

(v) incur or assume any indebtedness or guaranty any
indebtedness of any Person, except for such
indebtedness as may be incurred by the Issuer in
connection with the issuance of the Notes
pursuant to this Indenture;

(vi) dissolve or liquidate in whole or in part or
merge or consolidate with any other Person;

(vii) (A) permit the validity or effectiveness of this
Indenture to be impaired, or permit the lien of
this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or
permit any Person to be released from any
covenants or obligations with respect to the
Notes under this Indenture except as may be
expressly permitted hereby, (B) permit any lien,
charge, excise, claim, security interest,
mortgage or other encumbrance (other than the
lien of this Indenture) to be created on or
extend to or otherwise arise upon or burden the
Collateral or any part thereof or any interest
therein or the proceeds thereof (other than tax
liens, mechanics' liens and other liens that
arise by operation of law, in each case on any
of the Properties and

<PAGE> 25

arising solely as a result of an action or
omission of the related Mortgagor) or (C) permit
the lien of this Indenture not to constitute a
valid first priority (other than with respect to
any such tax, mechanics' or other lien) security
interest in the Collateral;

(viii) take any other action or fail to take any action
which may cause the Issuer to be taxable as (a)
an association pursuant to Section 7701 of the
Code and the corresponding regulations or (b) as
a taxable mortgage pool pursuant to Section
7701(i) of the Code and the corresponding
regulations.

SECTION 3.9 Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee and the Note Insurer, within 120 days after
the end of each fiscal year of the Issuer (commencing with the fiscal year
1997), an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that:

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

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

SECTION 3.10 Covenants of the Issuer. All covenants of the Issuer in
the Indenture are covenants of the Issuer and are not covenants of the Owner
Trustee. The Owner Trustee is, and any successor Owner Trustee under the Trust
Agreement will be, entering into this Indenture solely as Owner Trustee under
the Trust Agreement and not in its respective individual capacity, and in no
case whatsoever shall the Owner Trustee or any such successor Owner Trustee be
personally liable on, or for any loss in respect of, any of the statements,
representations, warranties or obligations of the Issuer hereunder, as to all
of which the parties hereto agree to look solely to the property of the Issuer.

SECTION 3.11 Reserved.

SECTION 3.12 Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or
security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or
security or (iii) set aside or otherwise segregate any amounts for any such
purpose; provided, however, that the Issuer may make, or cause to be made,
distributions to the Servicer, the Indenture Trustee, the Owner Trustee, the
Note Insurer, the Owners and the Certificateholders as contemplated by, and to
the extent funds are available for such purpose under, the Sale and Servicing
Agreement or the Trust Agreement. The Issuer will not, directly or indirectly,
make or cause to be made payments to or distributions from the Principal and
Interest Account except in accordance with this Indenture and the Operative
Documents.

SECTION 3.13 Treatment of Notes as Debt for Tax Purposes. The Issuer
shall treat the Notes as

<PAGE> 26

indebtedness for all federal and state tax purposes.

SECTION 3.14 Notice of Events of Default. The Issuer shall give the
Indenture Trustee, the Note Insurer and the Rating Agencies prompt written
notice of each Event of Default hereunder, each default on the part of the
Servicer or the Seller of its obligations under the Sale and Servicing
Agreement and each default on the part of the Depositor or the Seller of its
obligations under the Loan Sale Agreement.

SECTION 3.15 Further Instruments and Acts. Upon request of the
Indenture Trustee or the Note Insurer, the Issuer will execute and deliver such
further instruments and do such further acts as may be reasonably necessary or
proper to carry out more effectively the purpose of this Indenture.

ARTICLE IV
SATISFACTION AND DISCHARGE

SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes (except as to (i)
rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Owners to receive
payments of principal thereof and interest thereon, (iv) Sections 3.3, 3.4,
3.5, 3.8 and 3.10 hereof, (v) the rights, obligations and immunities of the
Indenture Trustee hereunder (including the rights of the Indenture Trustee
under Section 6.7 and the obligations of the Indenture Trustee under Section
4.2) and (vi) the rights of Owners as beneficiaries hereof with respect to the
property so deposited with the Indenture Trustee payable to all or any of
them), and the Indenture Trustee, on demand of and at the expense of the
Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, when all of the
following have occurred:

(A) either

(1) all Notes theretofore authenticated and delivered (other than
(i) Notes that have been destroyed, lost or stolen and that have been replaced
or paid as provided in Section 2.4 and (ii) Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 3.3) have been delivered to the Indenture Trustee for
cancellation; or

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

a. have become due and payable,

b. are to be called for redemption within one year under
arrangements satisfactory to the Indenture Trustee for the giving of notice of
redemption by the Indenture Trustee in the name, and at the expense, of the
Issuer, and the Issuer, in the case of a. or b. above, has irrevocably
deposited or caused to be irrevocably deposited with the Indenture Trustee cash
or direct obligations of or obligations guaranteed by the United States of
America (which will mature prior to the date such amounts are payable), in
trust for such purpose, in an amount sufficient to pay and discharge the entire
indebtedness on such Notes not theretofore delivered to the Indenture Trustee
for cancellation when due to the Final Payment Date or Redemption Date (if
Notes shall have been called for redemption pursuant to Section 10.1), as the
case may be;

<PAGE> 27

(B) the later of (a) eighteen months after payment in full of all
outstanding obligations under the Notes, (b) the payment in full of all unpaid
Trust Fees and Expenses and all sums owing to the Note Insurer under the
Insurance Agreement and (c) the date on which the Issuer has paid or caused to
be paid all other sums payable hereunder by the Issuer; and

(C) the Issuer has delivered to the Indenture Trustee an Officer's
Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture
Trustee) an Independent Certificate from a firm of certified public
accountants, each meeting the applicable requirements of Section 11.1 and,
subject to Section 11.2, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture with
respect to the Notes have been complied with.

SECTION 4.2 Application of Trust Money. All moneys deposited with
the Indenture Trustee pursuant to Sections 3.3 and 4.3 hereof shall be held in
trust and applied by it, in accordance with the provisions of the Notes and
this Indenture, to the payment, either directly or through any Paying Agent, as
the Indenture Trustee may determine, to the Owners of the Notes for the payment
or redemption of which such moneys have been deposited with the Indenture
Trustee, of all sums due and to become due thereon for principal and interest;
but such moneys need not be segregated from other funds except to the extent
required herein or in the Sale and Servicing Agreement or required by law.

SECTION 4.3 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the
Notes, all moneys then held by any Paying Agent other than the Indenture
Trustee under the provisions of this Indenture with respect to such Notes
shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held
and applied according to Section 3.3 and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

ARTICLE V
REMEDIES

SECTION 5.1 Events of Default. "Event of Default,"wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

(a) default in the payment of any interest on any Note when the same
becomes due and payable (it being understood that any Available Funds Cap Carry
Forward Amount does not constitute interest due and payable); or

(b) default in the payment of the principal of or any installment of
the principal of any Note when the same becomes due and payable; or

(c) default in the observance or performance of any covenant or
agreement of the Issuer made in this Indenture (other than a covenant or
agreement, a default in the observance or performance of which is elsewhere in
this Section specifically dealt with), or any representation or warranty of the
Issuer made in this Indenture, the Insurance Agreement, the Sale and Servicing
Agreement or in any certificate or other writing delivered pursuant hereto or
in connection herewith proving to have been incorrect in any material respect
as of the time when the same shall have been made, and such default shall
continue or not be cured,

<PAGE> 28

or the circumstance or condition in respect of which such misrepresentation or
warranty was incorrect shall not have been eliminated or otherwise cured, for a
period of 30 days after there shall have been given, by registered or certified
mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture
Trustee by the Owners of at least 25% of the Outstanding Amount of the Notes, a
written notice specifying such default or incorrect representation or warranty
and requiring it to be remedied and stating that such notice is a notice of
Default hereunder; or

(d) default in the observance or performance of any covenant or
agreement of the Depositor made in the Trust Agreement or any representation or
warranty of the Depositor made in the Trust Agreement, proving to have been
incorrect in any material respect as of the time when the same shall have been
made, and such default shall continue or not be cured, or the circumstance or
condition in respect of which such misrepresentation or warranty was incorrect
shall not have been eliminated or otherwise cured, for a period of 30 days
after there shall have been given, by registered or certified mail, to the
Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by
the Owners of at least 25% of the Outstanding Amount of the Notes, a written
notice specifying such default or incorrect representation or warranty and
requiring it to be remedied and stating that such notice is a notice of Default
hereunder;

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

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

The Issuer shall deliver to the Indenture Trustee and the Note
Insurer, within five days after the occurrence thereof, written notice in the
form of an Officer's Certificate of any event which with the giving of notice
and the lapse of time would become an Event of Default under clauses (c) and
(d) above, its status and what action the Issuer is taking or proposes to take
with respect thereto.

SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. If
an Event of Default should occur and be continuing, then and in every such case
the Indenture Trustee, at the direction or upon the prior written consent of
the Note Insurer or the Owners of Notes representing not less than a majority
of the Outstanding Amount of the Notes may, with the prior written consent of
the Note Insurer, declare all the Notes to be immediately due and payable, by a
notice in writing to the Issuer (and to the Indenture Trustee if given by
Owners), and upon any such declaration the unpaid principal amount of such
Notes, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable.

At any time after such declaration of acceleration of maturity has
been made and before a judgment

<PAGE> 29

or decree for payment of the money due has been obtained by the Indenture
Trustee as hereinafter in this Article V provided, the Note Insurer or the
Owners of Notes representing a majority of the Outstanding Amount of the Notes,
with the prior written consent of the Note Insurer, by written notice to the
Issuer and the Indenture Trustee, may rescind and annul such declaration and
its consequences if:

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

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

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

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

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

SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

(a) The Issuer covenants that if (i) default is made in the payment
of any interest on any Note when the same becomes due and payable, and such
default continues for a period of five days, or (ii) default is made in the
payment of the principal of or any installment of the principal of any Note
when the same becomes due and payable, the Issuer will, upon demand of the
Indenture Trustee and at the direction of the Note Insurer, pay to the
Indenture Trustee, for the benefit of the Owners of the Notes and the Note
Insurer, the whole amount then due and payable on such Notes for principal and
interest, with interest upon the overdue principal and, to the extent payment
at such rate of interest shall be legally enforceable, upon overdue
installments of interest at the rate borne by the Notes and in addition thereto
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and the Note Insurer and their respective
agents and counsel.

(b) In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an
express trust, shall at the direction of the Note Insurer, and if a Note
Insurer Default has occurred and is continuing, the Indenture Trustee may, in
its discretion, and shall at the direction of the Owners of the Notes
representing a majority of the Outstanding Amount of the Notes, institute a
Proceeding for the collection of the sums so due and unpaid, and may prosecute
such Proceeding to judgment or final decree, and may enforce the same against
the Issuer or other obligor upon such Notes and collect in the manner provided
by law out of the property of the Issuer or other obligor upon such Notes,
wherever situated, the moneys adjudged or decreed to be payable.

(c) If an Event of Default occurs and is continuing, the Indenture
Trustee shall, at the direction of the Note Insurer, and if a Note Insurer
Default has occurred and is continuing, the Indenture Trustee may

<PAGE> 30

and shall at the direction of the Owners of the Notes representing a majority
of the Outstanding Amount of the Notes, as more particularly provided in
Section 5.4, in its discretion, proceed to protect and enforce its rights and
the rights of the Note Insurer and the Owners, by such appropriate Proceedings
as the Indenture Trustee shall deem most effective to protect and enforce any
such rights, whether for the specific enforcement of any covenant or agreement
in this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.

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

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

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

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

(iv) to file such proofs of claim and other papers or
documents as may be necessary or advisable in
order to have the claims of the Indenture
Trustee, the Note Insurer or the Owners of Notes
allowed in any judicial proceedings relative to
the Issuer, its creditors and its property; and
any trustee, receiver, liquidator, custodian or
other similar official in any such Proceeding is
hereby authorized by each of such Owners and the
Note Insurer to make payments to the Indenture
Trustee and, in the event that the Indenture
Trustee shall consent to the making of payments
directly to such Owners and the Note Insurer, to
pay to the Indenture Trustee such amounts as
shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each

<PAGE> 31

predecessor Indenture Trustee and their
respective agents, attorneys and counsel, and
all other expenses and liabilities incurred, and
all advances made, by the Indenture Trustee and
each predecessor Indenture Trustee except as a
result of negligence or bad faith.

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

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

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

SECTION 5.4 Remedies; Priorities.

(a) If an Event of Default shall have occurred and be continuing,
the Indenture Trustee shall, at the direction of the Note Insurer, and if a
Note Insurer Default has occurred and is continuing, the Indenture Trustee may
and at the direction of the Owners of the Notes representing a majority of the
Outstanding Amount of the Notes shall, upon receipt of satisfactory indemnity
and assurances, do one or more of the following (subject to Section 5.5):

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

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

(iii) exercise any remedies of a secured party under
the UCC and take any other appropriate action to
protect and enforce the rights and remedies of
the Indenture Trustee, the Note Insurer or the
Owners; and

(iv) sell the Collateral or any portion thereof or
rights or interest therein in a

<PAGE> 32

commercially reasonable manner, at one or more
public or private sales called and conducted in
any manner permitted by law; provided, however,
that the Indenture Trustee may not sell or
otherwise liquidate the Collateral following an
Event of Default, unless (A) the Owners of 100%
of the Outstanding Amount of the Notes consent
thereto, (B) the proceeds of such sale or
liquidation distributable to the Owners are
sufficient to discharge in full all amounts then
due and unpaid upon such Notes for principal and
interest or (C) the Indenture Trustee determines
that the Collateral will not continue to provide
sufficient funds for the payment of principal of
and interest on the Notes as they would have
become due if the Notes had not been declared
due and payable, and the Indenture Trustee
obtains the consent of Owners of 66-2/3% of the
Outstanding Amount of the Notes. In determining
such sufficiency or insufficiency with respect
to clauses (B) and (C), the Indenture Trustee
may, but need not, obtain and rely upon an
opinion of an Independent investment banking or
accounting firm of national reputation as to the
feasibility of such proposed action and as to
the sufficiency of the Collateral for such
purpose.

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

FIRST: to the Indenture Trustee for the Indenture
Trustee Fee then due and any costs or expenses incurred by it in connection
with the enforcement of the remedies provided for in this Article V and to the
Owner Trustee for the Owner Trustee Fee then due;

SECOND: to the Note Insurer for the Premium Amount then
due and unpaid;

THIRD: to the Servicer for the Servicing Fee then due
and unpaid;

FOURTH: to Owners for amounts due and unpaid on the Notes
for Current Interest (including any premium), pro rata, according to the
amounts due and payable on the Notes for interest (including any premium);

FIFTH: to Owners of the Notes for amounts due and
unpaid on the Notes for principal, pro rata;

SIXTH: to the Note Insurer for any amounts then due and
payable under the Insurance Agreement; and

SEVENTH: to Owners of the Notes for any Available Funds
Cap Carry Forward Amount then unpaid; and

EIGHT: to the Owner Trustee, for any amounts to be
distributed, pro rata, to the Certificateholders.

The Indenture Trustee may fix a record date and payment date for any
payment to be made to the Owners pursuant to this Section. At least 15 days
before such record date, the Indenture Trustee shall mail to each Owner, the
Note Insurer and the Issuer a notice that states the record date, the payment
date and the

<PAGE> 33

amount to be paid.

SECTION 5.5 Optional Preservation of the Collateral. If the
Notes have been declared to be due and payable under Section 5.2 following an
Event of Default and such declaration and its consequences have not been
rescinded and annulled, the Indenture Trustee may, but need not, elect to
maintain possession of the Collateral. It is the desire of the parties hereto
and the Owners that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain possession
of the Collateral. In determining whether to maintain possession of the
Collateral, the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Collateral for such purpose.

SECTION 5.6 Limitation of Suits. No Owner of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder for so long as a Note Insurer Default has not occurred or is
not continuing and if a Note Insurer Default has occurred and is continuing,
unless:

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

(b) the Owners of not less than 25% of the Outstanding Amount of the
Notes have made written request to the Indenture Trustee to institute such
Proceeding in respect of such Event of Default in its own name as Indenture
Trustee hereunder;

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

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

(e) no direction inconsistent with such written request has been
given to the Indenture Trustee during such 60-day period by the Owners of a
majority of the Outstanding Amount of the Notes.

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

In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Owners of Notes,
each representing less than a majority of the Outstanding Amount of the Notes,
the Indenture Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.

SECTION 5.7 Unconditional Rights of Owners To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Owner of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective Final Payment Date thereof expressed in such Note or in this
Indenture (or, in the case of

<PAGE> 34

redemption, on or after the Redemption Date) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Owner.

SECTION 5.8 Restoration of Rights and Remedies. If the Indenture
Trustee, the Note Insurer or any Owner has instituted any Proceeding to enforce
any right or remedy under this Indenture and such Proceeding has been
discontinued or abandoned for any reason or has been determined adversely to
the Indenture Trustee, the Note Insurer or to such Owner, then and in every
such case the Issuer, the Indenture Trustee, the Note Insurer and the Owners
shall, subject to any determination in such Proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Indenture Trustee and the Owners shall continue as though
no such Proceeding had been instituted.

SECTION 5.9 Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Indenture Trustee, the Note Insurer or
to the Owners is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative and
in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee, the Note Insurer or any Owner of any Note to exercise
any right or remedy accruing upon any Default or Event of Default shall impair
any such right or remedy or constitute a waiver of any such Default or Event of
Default or an acquiescence therein. Every right and remedy given by this
Article V or by law to the Indenture Trustee, the Note Insurer or to the Owners
may be exercised from time to time, and as often as may be deemed expedient, by
the Indenture Trustee, the Note Insurer or by the Owners, as the case may be,
subject, in each case, however, to the right of the Note Insurer to control any
such right and remedy, except as provided in Section 11.21.

SECTION 5.11 Control by Owners. The Owners of a majority of the
Outstanding Amount of the Notes shall have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided that:

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

(b) subject to the express terms of Section 5.4, any direction to
the Indenture Trustee to sell or liquidate the Collateral shall be by Owners of
Notes representing not less than 100% of the Outstanding Amount of the Notes;

(c) if the conditions set forth in Section 5.5 have been satisfied
and the Indenture Trustee elects to retain the Collateral pursuant to such
Section, then any direction to the Indenture Trustee by Owners of Notes
representing less than 100% of the Outstanding Amount of the Notes to sell or
liquidate the Collateral shall be of no force and effect; and

(d) the Indenture Trustee may take any other action deemed proper by
the Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of the Note Insurer and the Owners set
forth in this Section, subject to

<PAGE> 35

Section 6.1, the Indenture Trustee need not take any action that it determines
might involve it in liability or might materially adversely affect the rights
of any Owners not consenting to such action.

SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of
the acceleration of the maturity of the Notes as provided in Section 5.2, the
Owners of Notes representing not less than a majority of the Outstanding Amount
of the Notes may waive any past Default or Event of Default and its
consequences except a Default (a) in the payment of principal of or interest on
any of the Notes or (b) in respect of a covenant or provision hereof that
cannot be modified or amended without the consent of the Note Insurer or the
Owner of each Note, as applicable. In the case of any such waiver, the Issuer,
the Indenture Trustee, the Note Insurer and the Owners of the Notes shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereto.

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

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

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

SECTION 5.15 Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights or
remedies of the Indenture Trustee or the Owners shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Collateral or
upon any of the assets of the Issuer. Any money or property collected by the
Indenture Trustee shall be applied in accordance with Section 5.4(b).

<PAGE> 36

SECTION 5.16 Performance and Enforcement of Certain Obligations.

(a) Promptly following a request from the Indenture Trustee to do
so, the Issuer shall take all such lawful action as the Indenture Trustee may
request to compel or secure the performance and observance by the Depositor,
the Seller and the Servicer, as applicable, of each of their obligations to the
Issuer under or in connection with the Sale and Servicing Agreement or by the
Depositor or the Seller of their respective obligations under or in connection
with the Loan Sale Agreement, and to exercise any and all rights, remedies,
powers and privileges lawfully available to the Issuer under or in connection
with the Sale and Servicing Agreement to the extent and in the manner directed
by the Indenture Trustee, including the transmission of notices of default on
the part of the Depositor, the Seller or the Servicer thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by the Depositor, the Seller or the Servicer of each of
their obligations under the Sale and Servicing Agreement.

(b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the written direction (which direction shall be
in writing or by telephone, confirmed in writing promptly thereafter) of the
Owners of 66-2/3% of the Outstanding Amount of the Notes shall, exercise all
rights, remedies, powers, privileges and claims of the Issuer against the
Depositor, the Seller or the Servicer under or in connection with the Sale and
Servicing Agreement, or against the Depositor or the Seller under or in
connection with the Loan Sale Agreement, including the right or power to take
any action to compel or secure performance or observance by the Depositor, the
Seller or the Servicer, as the case may be, of each of their obligations to the
Issuer thereunder and to give any consent, request, notice, direction,
approval, extension, or waiver under the Sale and Servicing Agreement or the
Loan Sale Agreement, as the case may be, and any right of the Issuer to take
such action shall be suspended.

ARTICLE VI
THE INDENTURE TRUSTEE

SECTION 6.1 Duties of Indenture Trustee.

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

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

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

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

<PAGE> 37

content of any certificate (or similar document) or opinion furnished
to it pursuant to the terms of this Indenture.

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

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

(ii) the Indenture Trustee shall not be personally

liable for any error of judgment made in good faith by a Responsible
Officer unless it is proved that the Indenture Trustee was negligent
in ascertaining the pertinent facts; and

(iii) the Indenture Trustee shall not be personally

liable with respect to any action it takes or omits to take in good
faith in accordance with a direction received by it pursuant to
Section 5.11 or for exercising or omitting to exercise any trust or
power conferred upon the Indenture Trustee under this Indenture.

(d) Every provision of this Indenture that in any way relates to
the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this
Section.

(e) The Indenture Trustee shall not be liable for interest on
any money received by it except as the Indenture Trustee may agree in writing
with the Issuer and except to the extent of income or other gain on investments
which are deposits in or certificates of deposit of the Indenture Trustee in
its commercial capacity.

(f) Money held in trust by the Indenture Trustee shall be
segregated from other funds except to the extent permitted by law or the terms
of this Indenture or the Sale and Servicing Agreement.

(g) No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have reasonable grounds to believe that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it; provided, however, that the Indenture Trustee
shall not refuse or fail to perform any of its duties hereunder solely as a
result of nonpayment of its normal fees and expenses and further provided that
nothing in this Section 6.1(g) shall be construed to limit the exercise by the
Indenture Trustee of any right or remedy permitted under this Indenture or
otherwise in the event of the Issuer's failure to pay the Indenture Trustee's
fees and expenses pursuant to Section 6.7. In determining that such repayment
or indemnity is not reasonably assured to it, the Indenture Trustee must
consider not only the likelihood of repayment or indemnity by or on behalf of
the Issuer but also the likelihood of repayment or indemnity from amounts
payable to it from the Collateral pursuant to Section 6.7.

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

SECTION 6.2 Rights of Indenture Trustee.

<PAGE> 38

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

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

(c) The Indenture Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder either directly or by or
through agents or attorneys or a custodian or nominee and the Indenture Trustee
shall not be responsible for any misconduct or negligence on the part of any
such agent or attorney or custodian appointed by the Indenture Trustee with due
care.

(d) The Indenture Trustee shall not be liable for (i) any action
it takes or omits to take in good faith which it believes to be authorized or
within its rights or powers; provided, however, that such action or omission by
the Indenture Trustee does not constitute willful misconduct, negligence or bad
faith; or (ii) any willful misconduct or gross negligence on the part of the
Custodian.

SECTION 6.3 Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee. Any Paying Agent, Note
Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

SECTION 6.4 Indenture Trustee's Disclaimer. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, shall not be accountable for the
Issuer's use of the proceeds from the Notes, or responsible for any statement
of the Issuer in this Indenture or in any document issued in connection with
the sale of the Notes or in the Notes other than the Indenture Trustee's
certificate of authentication.

SECTION 6.5 Notice of Defaults. If a Default occurs and is
continuing and if it is known to a Responsible Officer of the Indenture
Trustee, the Indenture Trustee shall mail to the Note Insurer and each Owner
notice of the Default within 90 days after it occurs. Except in the case of a
Default in payment of principal of or interest on any Note (including payments
pursuant to the mandatory redemption provisions of such Note), the Indenture
Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Owners.

SECTION 6.6 Reports by Indenture Trustee to Owners. The Indenture
Trustee shall deliver to each Owner such information as may be required to
enable such Owner to prepare its federal and state income tax returns.

SECTION 6.7 Compensation and Indemnity. The Indenture Trustee shall
receive compensation for fees and reimbursement for expenses pursuant to
Section 3.03(b)(i) and Section 3.03(b)(iv)(D) of the Sale and Servicing
Agreement. The Indenture Trustee and any director, officer, employee or agent
of the Indenture Trustee shall be indemnified by the Trust and held harmless
against any loss, liability, or "unanticipated out-of-pocket" expense incurred
or paid to third parties (which expenses shall not include

<PAGE> 39

salaries paid to employees, or allocable overhead, of the Indenture Trustee) in
connection with the acceptance or administration of its trusts hereunder or the
Notes, other than any loss, liability or expense incurred by reason of willful
misfeasance, bad faith or negligence in the performance of duties hereunder or
by reason of reckless disregard of obligations and duties hereunder. All such
amounts described in the preceding sentence shall be payable as provided in (A)
Section 3.03(b)(i) of the Sale and Servicing Agreement with respect to such
amounts that are Indenture Trustee Reimbursable Expenses and (B) Section
3.03(b)(iv)(D) with respect to the remainder of such amounts, subject in the
case of clause (B), to Section 6.1(g) of this Indenture. The provisions of this
Section 6.7 shall survive the termination of this Indenture.

The Issuer's payment obligations to the Indenture Trustee pursuant
to this Section shall survive the discharge of this Indenture. When the
Indenture Trustee incurs expenses after the occurrence of a Default specified
in Section 5.1(e) or (f) with respect to the Issuer, the expenses are intended
to constitute expenses of administration under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or similar
law.

SECTION 6.8 Replacement of Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section. The Indenture Trustee may
resign at any time by so notifying the Issuer and the Note Insurer. The Owners
of a majority of the Outstanding Amount of the Notes (with the consent of the
Note Insurer) may remove the Indenture Trustee by so notifying the Indenture
Trustee and may appoint a successor Indenture Trustee. The Note Insurer (or the
Issuer upon the prior written consent of the Note Insurer) shall remove the
Indenture Trustee if:

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

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

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

If the Indenture Trustee resigns or is removed, or if a vacancy
exists in the office of Indenture Trustee for any reason (the Indenture Trustee
in such event being referred to herein as the retiring Indenture Trustee), the
Issuer shall promptly appoint a successor Indenture Trustee acceptable to the
Note Insurer. A successor Indenture Trustee shall deliver a written acceptance
of its appointment to the retiring Indenture Trustee, the Note Insurer and to
the Issuer. Thereupon the resignation or removal of the retiring Indenture
Trustee shall become effective, and the successor Indenture Trustee shall have
all the rights, powers and duties of the Indenture Trustee under this
Indenture. The successor Indenture Trustee shall mail a notice of its
succession to the Owners. The retiring Indenture Trustee shall promptly
transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee.

If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Owners of a majority of the Outstanding
Amount of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee.

If the Indenture Trustee fails to comply with Section 6.11, any
Owner may petition any court of

<PAGE> 40

competent jurisdiction for the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee.

Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section, the Issuer's obligations under Section 6.7 shall continue for the
benefit of the retiring Indenture Trustee.

SECTION 6.9 Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee;
provided, that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11. The Indenture Trustee shall provide
the Note Insurer and the Rating Agencies prior written notice of any such
transaction.

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

SECTION 6.10 Appointment of Co-Indenture Trustee or Separate
Indenture Trustee.

(a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Collateral may at the time be located, the Indenture
Trustee shall have the power, with the prior written consent of the Note
Insurer, and may execute and deliver all instruments to appoint one or more
Persons to act as a co-trustee or co-trustees, or separate trustee or separate
trustees, of all or any part of the Trust, and to vest in such Person or
Persons, in such capacity and for the benefit of the Owners, such title to the
Collateral, or any part hereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Indenture
Trustee may consider necessary or desirable. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 6.11 and no notice to Owners of the appointment of any
co-trustee or separate trustee shall be required under Section 6.8 hereof;
provided that the Indenture Trustee shall deliver notice of any such co-trustee
or separate trustee to the Note Insurer.

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

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

<PAGE> 41

the Indenture Trustee;

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

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

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

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

SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The
Indenture Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition and it or its parent shall have a long-term debt rating of A3 or
better by Moody's or shall otherwise be acceptable to Moody's. The Indenture
Trustee shall comply with TIA Section 310(b), including the optional provision
permitted by the second sentence of TIA Section 310(b)(9); provided, however,
that there shall be excluded from the operation of TIA Section 310(b)(1) any
indenture or indentures under which other securities of the Issuer are
outstanding if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met.

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

ARTICLE VII
OWNERS' LISTS AND REPORTS

SECTION 7.1 Issuer To Furnish Indenture Trustee Names and Addresses
of Owners. The Issuer will furnish or cause to be furnished to the Indenture
Trustee (a) not more than five days after each Record Date, a list, in such
form as the Indenture Trustee may reasonably require, of the names and
addresses of the Owners as of such Record Date, (b) at such other times as the
Indenture Trustee may request in writing, within 30 days after receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than 10 days prior to the time such list is furnished; provided, however,
that so long as the

<PAGE> 42

Indenture Trustee is the Note Registrar, no such list shall be required to be
furnished.

SECTION 7.2 Preservation of Information; Communications to
Owners.

(a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Owners contained in the
most recent list furnished to the Indenture Trustee as provided in Section 7.1
and the names and addresses of Owners received by the Indenture Trustee in its
capacity as Note Registrar. The Indenture Trustee may destroy any list
furnished to it as provided in such Section 7.1 upon receipt of a new list so
furnished.

(b) Owners may communicate pursuant to TIA Section 312(b) with other
Owners with respect to their rights under this Indenture or under the Notes.

SECTION 7.3 Reports by Issuer. The Issuer shall:

(a) file with the Indenture Trustee and the Note Insurer, within 15
days after the Issuer is required to file the same with the Commission, copies
of the annual reports and of the information, documents and other reports (or
copies of such portions of any of the foregoing as the Commission may from time
to time by rules and regulations prescribe) that the Issuer may be required to
file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

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

(c) supply to the Indenture Trustee (and the Indenture Trustee shall
transmit by mail to all Owners described in TIA Section 313(c)) such summaries
of any information, documents and reports required to be filed by the Issuer
pursuant to clauses (i) and (ii) of this Section 7.3(a) and by rules and
regulations prescribed from time to time by the Commission.

SECTION 7.4 Reports by Indenture Trustee. If required by TIA Section
313(a), within 60 days after each August 1, beginning with August 1, 1998, the
Indenture Trustee shall mail to the Note Insurer and to each Owner as required
by TIA Section 313(c) a brief report dated as of such date that complies with
TIA Section 313(a). The Indenture Trustee also shall comply with TIA Section
313(b).

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

ARTICLE VIII
ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1 Collection of Money.

<PAGE> 43

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

(b) Claims Under Note Insurance Policy. The Notes will be insured by
the Note Insurance Policy pursuant to the terms set forth therein,
notwithstanding any provisions to the contrary contained in this Indenture or
the Sale and Servicing Agreement. All amounts received under the Note Insurance
Policy shall be used solely for the payment to Owners of Insured Payments.

SECTION 8.2 Accounts; Distributions.

(a) On or prior to the Closing Date, the Issuer shall cause the
Servicer to establish and maintain, in the name of the Indenture Trustee for
the benefit of the Owners and the Note Insurer, the Accounts as provided in the
Sale and Servicing Agreement. The Indenture Trustee shall deposit amounts into
the Accounts in accordance with the terms hereof and the Sale and Servicing
Agreement.

(b) On or before the [third] Business Day prior to each Payment
Date, the Indenture Trustee shall withdraw from the Principal and Interest
Account the amounts specified in Section 3.03(a) of the Sale and Servicing
Agreement and will deposit such amount into the Note Account. No later than the
Business Day prior to each Payment Date, to the extent funds are available in
the Note Account, the Indenture Trustee shall either retain funds in the Note
Account or make the withdrawals from the Note Account and deposits into the
other Accounts for distribution on such Payment Date as required pursuant to
Section 3.03(b) of the Sale and Servicing Agreement.

(c) On each Payment Date and the Redemption Date, to the extent
funds are available in the Note Account, the Indenture Trustee shall make the
following distributions from the amounts on deposit in the Note Account in the
following order of priority (except as otherwise provided in Section 5.4(b)):

(i) to the Owners of the Notes, the Current Interest
for such Payment Date; provided, that if there
are not sufficient funds in the Note Account to
pay the entire amount of accrued and unpaid
interest then due on the Notes, the amount in
the Note Account shall be applied to the payment
of such interest on the Notes pro rata on the
basis of the total such interest due on the
Notes; and

(ii) to the Owners of the Notes, the Principal
Distribution Amount for such Payment Date.

(d) The Indenture Trustee shall make claims under the Note Insurance
Policy pursuant to Section 7.02 of the Sale and Servicing Agreement and in
accordance with the Note Insurance Policy. The Indenture Trustee shall deposit
any Insured Payment received from the Note Insurer in the Note Account.

<PAGE> 44

All amounts received under the Note Insurance Policy shall be used solely for
the payment to Owners of principal and interest on the Notes.

SECTION 8.3 General Provisions Regarding Accounts.

(a) So long as no Default or Event of Default shall have occurred
and be continuing, all or a portion of the funds in the Accounts shall be
invested in Eligible Investments and reinvested by the Indenture Trustee at the
direction of the Seller in accordance with the provisions of Section 3.05 of
the Sale and Servicing Agreement. The Issuer will not direct the Indenture
Trustee to make any investment of any funds or to sell any investment held in
any of the Accounts unless the security interest Granted and perfected in such
account will continue to be perfected in such investment or the proceeds of
such sale, in either case without any further action by any Person, and, in
connection with any direction to the Indenture Trustee to make any such
investment or sale.

(b) Subject to Section 6.1(c), the Indenture Trustee shall not in
any way be held liable by reason of any insufficiency in any of the Accounts
resulting from any loss on any Eligible Investment included therein except for
losses attributable to the Indenture Trustee's failure to make payments on such
Eligible Investments issued by the Indenture Trustee, in its commercial
capacity as principal obligor and not as trustee, in accordance with their
terms.

(c) If (i) the Seller shall have failed to give investment
directions for any funds on deposit in the Accounts to the Indenture Trustee by
11:00 a.m. Eastern Time (or such other time as may be agreed by the Issuer and
Indenture Trustee) on any Business Day or (ii) a Default or Event of Default
shall have occurred and be continuing with respect to the Notes but the Notes
shall not have been declared due and payable pursuant to Section 5.2 or (iii)
if such Notes shall been declared due and payable following an Event of
Default, amounts collected or receivable from the Collateral are being applied
in accordance with Section 5.5 as if there had not been such a declaration,
then the Indenture Trustee shall, to the fullest extent practicable, invest and
reinvest funds in the Accounts in one or more Eligible Investments.

SECTION 8.4 Servicer's Monthly Statements. On each Payment Date (to
the extent it receives the supporting documentation from the Servicer on a
timely basis), the Indenture Trustee shall deliver the report required by
Section 3.09 of the Sale and Servicing Agreement with respect to such Payment
Date to the Depositor, the Rating Agencies, and the Note Insurer.

SECTION 8.5 Release of Collateral.

(a) Subject to the payment of its fees and expenses pursuant to
Section 6.7, the Indenture Trustee may, and when required by the provisions of
this Indenture and the Sale and Servicing Agreement shall, execute instruments
to release property from the lien of this Indenture, or convey the Indenture
Trustee's interest in the same, in a manner and under circumstances that are
not inconsistent with the provisions of this Indenture. No party relying upon
an instrument executed by the Indenture Trustee as provided in this Article
VIII shall be bound to ascertain the Indenture Trustee's authority, inquire
into the satisfaction of any conditions precedent or see to the application of
any moneys.

(b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due to the Note Insurer, the Indenture Trustee and the
Owner Trustee have been paid, release any remaining

<PAGE> 45

portion of the Collateral that secured the Notes from the lien of this Indenture
and release to the Issuer or any other Person entitled thereto any funds then on
deposit in the Accounts. The Indenture Trustee shall release property from the
lien of this Indenture pursuant to this Subsection (b) only upon receipt of an
Issuer Request accompanied by an Officer's Certificate, an Opinion of Counsel
and (if required by the TIA) Independent Certificates in accordance with TIA
Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.

SECTION 8.6 Opinion of Counsel. The Indenture Trustee and the Note
Insurer shall receive at least seven Business Days notice when requested by the
Issuer to take any action pursuant to Section 8.5(a), accompanied by copies of
any instruments involved, and the Indenture Trustee shall also require, as a
condition to such action, an Opinion of Counsel, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding that
all conditions precedent to the taking of such action have been complied with
and such action will not materially and adversely impair the security for the
Notes or the rights of the Owners in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Collateral. Counsel
rendering any such opinion may rely, without independent investigation, on the
accuracy and validity of any certificate or other instrument delivered to the
Indenture Trustee in connection with any such action.

ARTICLE IX
SUPPLEMENTAL INDENTURES

SECTION 9.1 Supplemental Indentures Without Consent of Owners.

(a) Without the consent of the Owners of any Notes but with
prior notice to the Rating Agencies and with the prior written consent of the
Note Insurer, the Issuer and the Indenture Trustee, when authorized by an
Issuer Order, at any time and from time to time, may enter into one or more
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:

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

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

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

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

(v) to cure any ambiguity, to correct or supplement
any provision herein or in any

<PAGE> 46

supplemental indenture that may be inconsistent
with any other provision herein or in any
supplemental indenture or to make any other
provisions with respect to matters or questions
arising under this Indenture or in any
supplemental indenture; provided, that such
action shall not adversely affect the interests
of the Owners of the Notes;

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

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

(viii) to modify or alter the provisions of the
definition of the term "Outstanding".

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

(b) The Issuer and the Indenture Trustee, with the prior written
consent of the Note Insurer, when authorized by an Issuer Order, may, upon
satisfaction of the Rating Agency Condition but without the consent of any of
the Owners , enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Owners of the Notes under this Indenture; provided, however, that
such action shall not, as evidenced by (i) an Opinion of Counsel or (ii)
satisfaction of the Rating Agency Condition, adversely affect in any material
respect the interests of any Owner.

SECTION 9.2 Supplemental Indentures with Consent of Owners. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
with the prior consent of the Note Insurer and with the consent of the Owners
of not less than a majority of the Outstanding Amount of the Notes, by Act of
such Owners delivered to the Issuer and the Indenture Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Owners of
the Notes under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Owner of each Note affected thereby
and the Note Insurer if affected thereby:

(a) change the date of payment of any installment of principal of or
interest on any Note, or reduce the principal amount thereof or, the Note Rate,
change the provisions of this Indenture relating to the application of
collections on, or the proceeds of the sale of, the Collateral to payment of
principal of or interest on the Notes, or change any place of payment where, or
the coin or currency in which, any Note or the interest thereon is payable, or
impair the right to institute suit for the enforcement of the provisions of
this Indenture requiring the application of funds available therefor, as
provided in Article V, to the payment of any such amount due on the Notes on or
after the respective due dates thereof (or, in the case of redemption, on or
after the Redemption Date);

<PAGE> 47

(b) reduce the percentage of the Outstanding Amount of the Notes,
the consent of the Owners of which is required for any such supplemental
indenture, or the consent of the Owners of which is required for any waiver of
compliance with certain provisions of this Indenture or certain defaults
hereunder and their consequences provided for in this Indenture;

(c) reduce the percentage of the Outstanding Amount of the Notes
required to direct the Indenture Trustee to direct the Issuer to sell or
liquidate the Collateral pursuant to Section 5.4;

(d) modify any provision of this Section except to increase any
percentage specified herein or to provide that certain additional provisions of
this Indenture or the Operative Documents cannot be modified or waived without
the consent of the Owner of each Note affected thereby;

(e) modify any of the provisions of this Indenture in such manner as
to affect the calculation of the amount of any payment of interest or principal
due on any Note on any Payment Date (including the calculation of any of the
individual components of such calculation) or to affect the rights of the
Owners of Notes to the benefit of any provisions for the mandatory redemption
of the Notes contained herein; or

(f) permit the creation of any lien ranking prior to or on a parity
with the lien of this Indenture with respect to any part of the Collateral or,
except as otherwise permitted or contemplated herein, terminate the lien of
this Indenture on any property at any time subject hereto or deprive the Owner
of any Note of the security provided by the lien of this Indenture.

The Indenture Trustee may in its discretion determine whether or not
any Notes would be affected by any supplemental indenture and any such
determination shall be conclusive upon the Owners of all Notes, whether
theretofore or thereafter authenticated and delivered hereunder. The Indenture
Trustee shall not be liable for any such determination made in good faith.

In connection with requesting the consent of the Owners pursuant to
this Section, the Indenture Trustee shall mail to the Owners of the Notes to
which such amendment or supplemental indenture relates a notice setting forth
in general terms the substance of such supplemental indenture. It shall not be
necessary for any Act of Owners under this Section to approve the particular
form of any proposed supplemental indenture, but it shall be sufficient if such
Act shall approve the substance thereof.

SECTION 9.3 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects
the Indenture Trustee's own rights, duties, liabilities or immunities under
this Indenture or otherwise.

SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Owners of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental

<PAGE> 48

indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

SECTION 9.5 Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

SECTION 9.6 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee
shall, bear a notation in form approved by the Indenture Trustee as to any
matter provided for in such supplemental indenture. If the Issuer or the
Indenture Trustee shall so determine, new notes so modified as to conform, in
the opinion of the Indenture Trustee and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Notes.

SECTION 9.7 Amendments to Trust Agreement. Subject to Section 11.1
of the Trust Agreement, the Indenture Trustee shall, upon Issuer Order, consent
to any proposed amendment to the Trust Agreement or an amendment to or waiver
of any provision of any other document relating to the Trust Agreement, such
consent to be given without the necessity of obtaining the consent of the
Owners of any Notes upon satisfaction of the requirements under Section 11.1 of
the Trust Agreement.

Nothing in this Section shall be construed to require that any
Person obtain the consent of the Indenture Trustee to any amendment or waiver
or any provision of any document where the making of such amendment or the
giving of such waiver without obtaining the consent of the Indenture Trustee is
not prohibited by this Indenture or by the terms of the document that is the
subject of the proposed amendment or waiver.

ARTICLE X
REDEMPTION OF NOTES

SECTION 10.1 Redemption. The holders of a majority of the Percentage
Interests represented by the Certificates then outstanding may effect an early
redemption of the Notes on or after any Monthly Remittance Date after the
Redemption Date pursuant to Section 5.02 of the Sale and Servicing Agreement.
If the holders of the Certificates decline to exercise such option to purchase
the Collateral and redeem the Notes, the Note Insurer may do so as provided in
Section 5.02(c) of the Sale and Servicing Agreement. If the holders of the
Certificates decline to exercise such option to purchase the Collateral and
redeem the Notes, the Note Insurer may do so as provided in Section 5.02(c) of
the Sale and Servicing Agreement.

Any such redemption by the Holders of the Certificates or the Note
Insurer, as applicable, shall be accomplished by the Holders of the
Certificates or the Note Insurer, as applicable, depositing or causing to be
deposited into the Principal and Interest Account by 10:00 A.M. New York City
time on the on the Monthly Remittance Date prior to the Redemption Date the
amount of the Redemption Price. On the Payment Date after the date that the
Redemption Price is deposited into the Principal and Interest Account, the
Redemption Price shall be transferred to the Note Account for distribution to
the Owners on the Redemption Date; and any amounts received with respect to the
Home Equity Loans and REO Properties subsequent to such transfer shall belong
to the Servicer or the Note Insurer, as applicable.

<PAGE> 49

The Servicer or the Issuer shall furnish the Indenture Trustee, the
Rating Agencies and the Note Insurer notice of any such redemption in
accordance with Section 10.2 no later than 15 days prior to the Redemption
Date.

SECTION 10.2 Form of Redemption Notice

(a) Notice of redemption under Section 10.1 shall be given by
the Indenture Trustee by first-class mail, postage prepaid, or by facsimile
mailed or transmitted not later than 10 days prior to the applicable Redemption
Date to each Owner of Notes, as of the close of business on the Record Date
preceding the applicable Redemption Date, at such Owner's address or facsimile
number appearing in the Note Register.

All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price; and

(iii) the place where such Notes are to be surrendered
for payment of the Redemption Price (which shall
be the office or agency of the Issuer to be
maintained as provided in Section 3.2).

Notice of redemption of the Notes shall be given by the Indenture
Trustee in the name of the Issuer and at the expense of the Servicer. Failure
to give notice of redemption, or any defect therein, to any Owner of any Note
shall not impair or affect the validity of the redemption of any other Note

SECTION 10.3 Notes Payable on Redemption Date; Provision for Payment
of Indenture Trustee and Note Insurer. The Notes or portions thereof to be
redeemed shall, following notice of redemption as required by Section 10.2 (in
the case of redemption pursuant to Section 10.1), on the Redemption Date become
due and payable at the Redemption Price and (unless the Issuer shall default in
the payment of the Redemption Price) no interest shall accrue on the Redemption
Price for any period after the date to which accrued interest is calculated for
purposes of calculating the Redemption Price. The Issuer may not redeem the
Notes unless, (i) all outstanding obligations under the Notes have been paid in
full and (ii) the Indenture Trustee has been paid all amounts to which it is
entitled hereunder and the Note Insurer has been paid all Reimbursement Amounts
to which it is entitled as of the applicable Redemption Date.

ARTICLE XI
MISCELLANEOUS

SECTION 11.1 Compliance Certificates and Opinions, etc.

Upon any application or request by the Issuer to the
Indenture Trustee to take any action under any provision of this Indenture, the
Issuer shall furnish to the Indenture Trustee (i) an Officer's Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, and (ii) (if required
by the TIA) an Independent Certificate from a firm of certified public
accountants meeting the applicable requirements of this Section, except that,
in the case of

<PAGE> 50

any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

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

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

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

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

SECTION 11.2 Form of Documents Delivered to Indenture Trustee. In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

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

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

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

<PAGE> 51

SECTION 11.3 Acts of Owners.

(a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Owners may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Owners in person or by agents duly
appointed in writing; and except as herein otherwise expressly provided such
action shall become effective when such instrument or instruments are delivered
in writing to the Indenture Trustee, and, where it is hereby expressly
required, to the Issuer. Such instrument or instruments (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Owners signing such instrument or instruments. Proof of execution
of any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section.

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

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

SECTION 11.4 Notices, etc., to Indenture Trustee, Issuer, Rating
Agencies and Note Insurer. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Owners or other documents provided or
permitted by this Indenture shall be in writing and if such request, demand,
authorization, direction, notice, consent, waiver or act of Owners is to be
made upon, given or furnished to or filed with:

(a) the Indenture Trustee by any Owner or by the Issuer shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to or with the Indenture Trustee at its Corporate Trust Office, or

(b) in the case of the Issuer, Rating Agencies or Note Insurer as
provided in Section 6.12 of the Sale and Servicing Agreement.

SECTION 11.5 Notices to Owners; Waiver. Where this Indenture
provides for notice to Owners of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class, postage prepaid to each Owner affected by such event, at his
address as it appears on the Note Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice.
In any case where notice to Owners is given by mail ,neither the failure to
mail such notice nor any defect in any notice so mailed to any particular Owner
shall affect the sufficiency of such notice with respect to other Owners, and
any notice that is mailed in the manner herein provided shall conclusively be
presumed to have been duly given.

Where this Indenture provides for notice in any manner, such notice
may be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the

<PAGE> 52

equivalent of such notice. Waivers of notice by Owners shall be filed with the
Indenture Trustee but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such a waiver.

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

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

SECTION 11.6 [RESERVED].

SECTION 11.7 Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

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

SECTION 11.8 Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

SECTION 11.9 Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee
in this Indenture shall bind its successors, co-trustees and agents.

SECTION 11.10 Separability. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.

SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Owners, and any other party
secured hereunder, and any other Person with an ownership interest in any part
of the Collateral, any benefit or any legal or equitable right, remedy or claim
under this Indenture, except that the Note Insurer is an express third party
beneficiary to this Indenture as provided in Section 11.20.

SECTION 11.12 Legal Holidays. In any case where the date on which
any payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such
date, but may be made on the next succeeding Business Day with the same force
and effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS

<PAGE> 53

CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.14 Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

SECTION 11.15 Recording of Indenture. If this Indenture is subject
to recording in any appropriate public recording offices, such recording is to
be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Owners or any other
Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

SECTION 11.16 Trust Obligation. No recourse may be taken, directly
or indirectly, with respect to the obligations of the Issuer, the Owner Trustee
or the Indenture Trustee on the Notes or under this Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or agent of the
Indenture Trustee or the Owner Trustee in its individual capacity, any Owner of
a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Indenture Trustee or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed
(it being understood that the Indenture Trustee and the Owner Trustee have no
such obligations in their individual capacity) and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.
For all purposes of this Indenture, in the performance of any duties or
obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and
entitled to the benefits of, the terms and provisions of Article VI, VII and
VIII of the Trust Agreement.

SECTION 11.17 No Petition. The Indenture Trustee, by entering into
this Indenture, and each Owner, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Seller, the Servicer, the
Depositor or the Issuer, or join in any institution against the Seller, the
Servicer, the Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, this Indenture or any of the Operative
Documents.

SECTION 11.18 Inspection. The Issuer agrees that, on reasonable
prior notice, it will permit any representative of the Indenture Trustee or the
Note Insurer, during the Issuer's normal business hours, to examine all the
books of account, records, reports and other papers of the Issuer, to make
copies and extracts therefrom, to cause such books to be audited by Independent
certified public accountants, and to discuss the Issuer's affairs, finances and
accounts with the Issuer's officers, employees, and Independent certified
public accountants, all at such reasonable times and as often as may be
reasonably requested. The Indenture Trustee shall and shall cause its
representatives to hold in confidence all such information except to the extent
disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.

<PAGE> 54

SECTION 11.19 Grant of Owner Rights to Note Insurer. In
consideration for the guarantee of the Notes by the Note Insurer pursuant to
the Note Insurance Policy, the Owners hereby grant to the Note Insurer the
right to act as the Owner of 100% of the outstanding Notes for the purpose of
exercising the rights of the Owners of the Notes hereunder, including the
voting rights of such Owners, but excluding those rights requiring the consent
of all such Owners under Section 9.2 and any rights of such Owners to
distributions under Section 8.2 hereof; provided that the preceding grant of
rights to the Note Insurer by the Owners shall be subject to Section 11.21
hereof. The rights of the Note Insurer to direct certain actions and consent to
certain actions of the Owners hereunder will terminate at such time as the
Principal Balance has been reduced to zero and the Note Insurer has been
reimbursed for all Insured Payments and any other amounts owed under the Note
Insurance Policy and the Insurance Agreement and the Note Insurer has no
further obligation under the Note Insurance Policy.

SECTION 11.20 Third Party Beneficiary. The parties hereto
acknowledge that the Note Insurer is an express third party beneficiary hereof
entitled to enforce any rights reserved to it hereunder as if it were actually
a party hereto.

SECTION 11.21 Suspension and Termination of Note Insurer's Rights.

(a) During the continuation of a Note Insurer Default, rights
granted or reserved to the Note Insurer hereunder shall vest instead in the
Owners; provided that the Note Insurer shall be entitled to any distributions
in reimbursement of the Reimbursement Amount, and the Note Insurer shall retain
those rights under Section 9.2 hereof to consent to any supplement to this
Indenture.

(b) At such time as either (i) the Note Principal Balance has been
reduced to zero or (ii) the Note Insurance Policy has been terminated following
a Note Insurer Default, and in either case of (i) or (ii) the Note Insurer has
been reimbursed for all Insured Payments and any other amounts owed under the
Note Insurance Policy and the Insurance Agreement t(and the Note Insurer no
longer has any obligation under the Note Insurance Policy, except for breach
thereof by the Note Insurer), then the rights and benefits granted or reserved
to the Note Insurer hereunder (including the rights to direct certain actions
and receive certain notices) shall terminate and the Owners shall be entitled
to the exercise of such rights and to receive such benefits of the Note Insurer
following such termination to the extent that such rights and benefits are
applicable to the Owners.

<PAGE> 55

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

IMC HOME EQUITY LOAN OWNER TRUST 1997-4
By: Wilmington Trust Company
not in its individual capacity but solely as Owner Trustee

By: /s/ Norma P. Closs
---------------------------------------------
Name: Norma P. Closs
---------------------------------------------
Title: Vice President
---------------------------------------------

THE CHASE MANHATTAN BANK
as Indenture Trustee

By: /s/ Ann Marie Jose
---------------------------------------------
Name Ann Marie Jose
---------------------------------------------
Title: Trust Officer
---------------------------------------------

<PAGE> 56

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 21st day of August, 1997, before me, a notary public in and
for the State of New York, personally appeared Norma P. Closs, known to me who,
being by me duly sworn, did depose and say that she resides at Kennett Square,
PA 19348; that she is the Vice President of Wilmington Trust Company, a
Delaware banking corporation; and that she signed her name thereto by order of
the Board of Directors of said corporation.

/s/ James A. Nash
-------------------
Notary Public

[NOTARIAL SEAL]

<PAGE> 57

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On the 21st day of August, 1997, before me personally came Ann Marie
Jose, to me known, who, being by me duly sworn did depose and say he/she
resides at 208 Roosevelt Ave.; that he/she is a Trust Officer of The Chase
Manhattan Bank, the New York banking corporation described in and that executed
the above instrument as Indenture Trustee; and that he/she signed his/her name
thereto by order of the Board of Directors of said New York banking
corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

/s/ James A. Nash
------------------
Notary Public

[NOTARIAL SEAL]

<PAGE> 58

SCHEDULE A

Available Upon Request to the Indenture Trustee

<PAGE> 59

EXHIBIT A - Form of Note

<PAGE> 1
EXHIBIT 4.2

OWNER TRUST AGREEMENT

between

IMC SECURITIES, INC.,

as Depositor

and

WILMINGTON TRUST COMPANY,

as Owner Trustee

Dated as of August 1, 1997

IMC HOME EQUITY LOAN OWNER TRUST 1997-4
<PAGE> 2
CONTENTS
<TABLE>
<CAPTION>
PAGE

<S> <C>
ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.1 Capitalized Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
-----------------
SECTION 1.2 Other Definitional Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
-----------------------------

ARTICLE II

ORGANIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.1 Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
----
SECTION 2.2 Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
------
SECTION 2.3 Purpose and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
------------------
SECTION 2.4 Appointment of Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
----------------------------
SECTION 2.5 Initial Capital Contribution of the Owner Trust Estate . . . . . . . . . . . . . . . . 5
------------------------------------------------------
SECTION 2.6 Declaration of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
--------------------
SECTION 2.7 Liability of the Holders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
------------------------
SECTION 2.8. Title to Trust Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
-----------------------
SECTION 2.9 Situs of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
--------------
SECTION 2.10 Representations and Warranties of the Depositor . . . . . . . . . . . . . . . . . . . . 6
-----------------------------------------------
SECTION 2.11 Covenant of the Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
-------------------------
SECTION 2.12 Federal Income Tax Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
------------------------------

ARTICLE III

THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
SECTION 3.1 Initial Certificate Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
-----------------------------
SECTION 3.2 Form of the Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
------------------------
SECTION 3.3 Execution, Authentication and Delivery . . . . . . . . . . . . . . . . . . . . . . . . 8
--------------------------------------
SECTION 3.4 Registration; Registration of Transfer and Exchange of Certificates . . . . . . . . . . 9
-------------------------------------------------------------------
SECTION 3.5 Mutilated; Destroyed; Lost or Stolen Certificates . . . . . . . . . . . . . . . . . . . 9
-------------------------------------------------
SECTION 3.6 Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
---------------------
SECTION 3.7 Access to List of Holders' Names and Addresses . . . . . . . . . . . . . . . . . . . . 10
----------------------------------------------
SECTION 3.8 Maintenance of Office For Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . 11
------------------------------------
SECTION 3.9 Appointment of Trust Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
---------------------------------
SECTION 3.10 Ownership by Depositor of the Depositor's Certificate . . . . . . . . . . . . . . . . . 11
-----------------------------------------------------
SECTION 3.11 Restriction on Transfers of Certificate . . . . . . . . . . . . . . . . . . . . . . . . 12
---------------------------------------

ARTICLE IV

ACTIONS BY OWNER TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
SECTION 4.1 Prior Notice to Owners with Respect to Certain Matters . . . . . . . . . . . . . . . . 14
------------------------------------------------------
SECTION 4.2 Action by Holders with Respect to Certain Matters . . . . . . . . . . . . . . . . . . . 16
-------------------------------------------------
SECTION 4.3 Action by Holders with Respect to Bankruptcy . . . . . . . . . . . . . . . . . . . . . 16
--------------------------------------------
SECTION 4.4 Restrictions on Holders' Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
------------------------------
SECTION 4.5 Majority Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
----------------
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C>
ARTICLE V

APPLICATION OF OWNER TRUST ESTATE; CERTAIN DUTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 5.1 Establishment of Certificate Distribution Account . . . . . . . . . . . . . . . . . . . 17
-------------------------------------------------
SECTION 5.2 Application of Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
--------------------------
SECTION 5.3 Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
-----------------
SECTION 5.4 Segregation of Moneys; No Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 18
----------------------------------
SECTION 5.5 Accounting and Reports to the Certificateholders, the Internal Revenue Service
------------------------------------------------------------------------------
and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
----------
SECTION 5.6 Signature on Returns; Tax Matters Partner . . . . . . . . . . . . . . . . . . . . . . . 18
-----------------------------------------

ARTICLE VI

AUTHORITY AND DUTIES OF THE OWNER TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 6.1 General Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
-----------------
SECTION 6.2. General Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
--------------
SECTION 6.3 Action upon Instruction by Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
---------------------------------
SECTION 6.4 No Duties Except as Specified in this Agreement, the Documents or in Instructions . . . 20
---------------------------------------------------------------------------------
SECTION 6.5 No Action Except Under Specified Documents or Instructions . . . . . . . . . . . . . . 20
----------------------------------------------------------
SECTION 6.6 Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
------------

ARTICLE VII

CONCERNING THE OWNER TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 7.1 Acceptance of Trusts and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
-------------------------------
SECTION 7.2 Furnishing of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
-----------------------
SECTION 7.3 Representations and Warranties of Owner Trustee . . . . . . . . . . . . . . . . . . . . 23
-----------------------------------------------
SECTION 7.4 Reliance; Advice of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
---------------------------
SECTION 7.5 Owner Trustee May Own Certificates and Notes . . . . . . . . . . . . . . . . . . . . . 24
--------------------------------------------
SECTION 7.6 Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
--------

ARTICLE VIII

COMPENSATION OF OWNER TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 8.1 Owner Trustee's Fee and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
--------------------------------
SECTION 8.2 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
---------------
SECTION 8.3 Payments to the Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
-----------------------------

ARTICLE IX

TERMINATION OF TRUST AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 9.1 Termination of Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
------------------------------
SECTION 9.2 Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
--------
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C>
ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 10.1 Eligibility Requirements for Owner Trustee . . . . . . . . . . . . . . . . . . . . . . 26
------------------------------------------
SECTION 10.2 Resignation or Removal of Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . 26
---------------------------------------
SECTION 10.3 Successor Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
-----------------------
SECTION 10.4 Merger or Consolidation of Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . 27
----------------------------------------
SECTION 10.5 Appointment of Co-Trustee or Separate Trustee . . . . . . . . . . . . . . . . . . . . . 28
---------------------------------------------

ARTICLE XI

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 11.1 Amendments Without Consent of Certificateholders or Owners of the Notes . . . . . . . . 29
-----------------------------------------------------------------------
SECTION 11.2 Amendments With Consent of Certificateholders . . . . . . . . . . . . . . . . . . . . . 29
---------------------------------------------
SECTION 11.3 Form of Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
------------------
SECTION 11.4 No Legal Title to Owner Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . 30
------------------------------------
SECTION 11.5 Limitations on Rights of Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
-------------------------------
SECTION 11.6 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
-------
SECTION 11.7 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
------------
SECTION 11.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
------------
SECTION 11.9 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
----------------------
SECTION 11.10 No Petition Covenant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
--------------------
SECTION 11.11 No Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
-----------
SECTION 11.12 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
--------
SECTION 11.13 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
-------------
SECTION 11.14 Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
--------
SECTION 11.15 Third-Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
-----------------------
SECTION 11.16 Suspension and Termination of Note Insurer's Rights . . . . . . . . . . . . . . . . . . 32
---------------------------------------------------
</TABLE>

iii
<PAGE> 5

OWNER TRUST AGREEMENT, dated as of August 1, 1997, between IMC
SECURITIES, INC., a Delaware corporation (the "Depositor") and WILMINGTON TRUST
COMPANY, a Delaware banking corporation, not in its individual capacity but
solely as Owner Trustee (the "Owner Trustee").

The Depositor and the Owner Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 Capitalized Terms. For all purposes of this
Agreement, the following terms shall have the meanings set forth below:

"Agreement" shall mean this Owner Trust Agreement, as the same
may be amended and supplemented from time to time.

"Bankruptcy Action" shall have the meaning assigned to such
term in Section 4.1 hereof.

"Business Trust Statute" shall mean Chapter 38 of Title 12 of
I the Delaware Code, 12 Del. Code Section 3801 et seq., as the same may be
amended from time to time.

"Certificate" shall mean a certificate evidencing the
beneficial interest of a Certificateholder in the Trust, substantially in the
form attached hereto as Exhibit B-1.

"Certificate Distribution Account" shall have the meaning
assigned to such term in Section 5.1.

"Certificate of Trust" shall mean the Certificate of Trust in
the form of Exhibit A to be filed for the Trust pursuant to Section 3810(a) of
the Business Trust Statute.

"Certificate Register" and "Certificate Registrar" shall mean
the register mentioned and the registrar appointed pursuant to Section 3.4.

"Certificateholder" or "Holder" shall mean a Person in whose
name a Certificate is registered.

"Code" shall mean the Internal Revenue Code of 1986, as
amended, and Treasury Regulations promulgated thereunder.

"Corporate Trust Office" shall mean, with respect to the Owner
Trustee, the principal corporate trust office of the Owner Trustee located at
Rodney Square North, 1100 North Market Street, Wilmington, DE 19890-0001; or at
such other address in the State of Delaware as the Owner Trustee may designate
by notice to the Owners and the Depositor, or

<PAGE> 6

the principal corporate trust office of any successor Owner Trustee (the
address (which shall be in the State of Delaware) of which the successor owner
trustee will notify the Owners, the Holders and the Depositor).

"Depositor" shall mean IMC Securities, Inc., a Delaware
Corporation.

"Depositor's Certificate" shall mean the Certificate in
substantially the form attached hereto as Exhibit B-2 representing a 1%
Percentage Interest of the Certificates that the Depositor is receiving
pursuant to Section 3.10.

"Expenses" shall have the meaning assigned to such term in
Section 8.2.

"Indenture" shall mean the Indenture, dated as of August 1,
1997, between the Issuer and the Indenture Trustee.

"Indenture Trustee" means The Chase Manhattan Bank, as
Indenture Trustee under the Indenture.

"Insurance Agreement" shall mean the Insurance Agreement,
dated as of August 1, 1997, among the Depositor, the Seller, the Issuer, the
Servicer, the Indenture Trustee and the Note Insurer.

"Issuer" shall mean IMC Home Equity Loan Owner Trust 1997-4,
the Delaware business trust created pursuant to this Agreement.

"Non-permitted Foreign Holder" shall have the meaning set
forth in Section 3.11.

"Non-U.S. Person" shall mean an individual, corporation,
partnership or other person other than a citizen or resident of the United
States, a corporation, partnership or other entity created or organized in or
under the laws of the United States or any political subdivision thereof, or an
estate or trust that is subject to U.S. federal income tax regardless of the
source of its income.

"Note Insurer" shall mean MBIA Insurance Corporation and its
successors and assigns.

"Operative Documents" shall mean this Agreement, the Custodial
Agreement, the Indenture, the Insurance Agreement, the Loan Sale Agreement, the
Sale and Servicing Agreement and the other documents and certificates delivered
in connection therewith.

"Owner" shall mean each holder of a Note.

"Owner Trust Estate" shall mean the Trust Estate (as defined
in the Indenture), including the contribution of $1 referred to in Section 2.5
hereof.

2
<PAGE> 7

"Owner Trustee" shall mean Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity but solely as
owner trustee under this Agreement, and any successor owner trustee hereunder.

"Percentage Interest" shall mean with respect to each
Certificate, the percentage portion of all of the Certificates evidenced
thereby as stated on the face of such Certificate.

"Prospective Holder" shall have the meaning set forth in
Section 3.11(a).

"Rating Agency Condition" means, with respect to any action to
which a Rating Agency Condition applies, that each Rating Agency shall have
been given 10 days (or such shorter period as is acceptable to each Rating
Agency) prior notice thereof and that each of the Rating Agencies shall have
notified the Seller, the Servicer, the Note Insurer, the Owner Trustee and the
Issuer in writing that such action will not result in a reduction or withdrawal
of the then current rating of the Notes.

"Record Date" shall mean as to each Payment Date the last
Business Day of the month immediately preceding the month in which such Payment
Date occurs.

"Sale and Servicing Agreement" shall mean the Sale and
Servicing Agreement dated as of the date hereof, among the Issuer, the
Depositor, the Seller, the Servicer and the Indenture Trustee.

"Secretary of State" shall mean the Secretary of State of the
State of Delaware.

"Treasury Regulations" shall mean regulations, including
proposed or temporary regulations, promulgated under the Code. References
herein to specific provisions of proposed or temporary regulations shall
include analogous provisions of final Treasury Regulations or other successor
Treasury Regulations.

"Trust" shall mean the trust established by this Agreement.

"Trust Paying Agent" shall mean the Indenture Trustee or any
successor in interest thereto or any other paying agent or co-paying agent
appointed pursuant to Section 3.9 and authorized by the Issuer to make payments
to and distributions from the Certificate Distribution Account, including
payment of principal of or interest on the Certificates on behalf of the
Issuer.

SECTION 1.2 Other Definitional Provisions.

(a) Capitalized terms used herein and not otherwise
defined herein have the meanings assigned to them in the Sale and Servicing
Agreement or, if not defined therein, in the Indenture.

3
<PAGE> 8

(b) All terms defined in this Agreement shall have the
defined meanings when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein.

(c) As used in this Agreement and in any certificate or
other document made or delivered pursuant hereto or thereto, accounting terms
not defined in this Agreement or in any such certificate or other document, and
accounting terms partly defined in this Agreement or in any such certificate or
other document to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles. To the extent
that the definitions of accounting terms in this Agreement or in any such
certificate or other document are inconsistent with the meanings of such terms
under generally accepted accounting principles, the definitions contained in
this Agreement or in any such certificate or other document shall control.

(d) The words "hereof", "herein", "hereunder" and words
of similar import when used in this Agreement shall refer to this Agreement as
a whole and not to any particular provision of this Agreement; Section and
Exhibit references contained in this Agreement are references to Sections and
Exhibits in or to this Agreement unless otherwise specified; and the term
"including" shall mean "including without limitation".

(e) The definitions contained in this Agreement are
applicable to the singular as well as the plural forms of such terms and to the
masculine as well as the feminine and neuter genders of such terms.

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

ARTICLE II

ORGANIZATION

SECTION 2.1 Name. The Trust created hereby shall be known as
"IMC Home Equity Loan Owner Trust 1997-4", in which name the Owner Trustee may
conduct the business of the Trust, make and execute contracts and other
instruments on behalf of the Trust and sue and be sued on behalf of the Trust.

SECTION 2.2 Office. The office of the Trust shall be in care of
the Owner Trustee at the Corporate Trust Office or at such other address in
Delaware as the Owner Trustee may designate by written notice to the
Certificateholders, the Note Insurer, the Owners and the Depositor.

4
<PAGE> 9

SECTION 2.3 Purpose and Powers. The purpose of the Trust is to
engage in the following activities:

(i) to issue the Notes pursuant to the Indenture
and the Certificates pursuant to this Agreement;

(ii) with the proceeds of the sale of the Notes
and the Certificates, to pay the organizational, start-up and
transactional expenses of the Trust and to pay the balance to the
Depositor and the Seller, as their interests may appear pursuant to
the Sale and Servicing Agreement;

(iii) to assign, grant, transfer, pledge, mortgage
and convey the Owner Trust Estate pursuant to the terms of the
Indenture and to hold, manage and distribute to the Certificateholders
pursuant to the terms of the Sale and Servicing Agreement any portion
of the Owner Trust Estate released from the lien of, and remitted to
the Trust pursuant to, the Indenture;

(iv) to enter into and perform its obligations
under the Operative Documents to which it is to be a party;

(v) to engage in those activities, including
entering into agreements, that are necessary, suitable or convenient
to accomplish the foregoing or are incidental thereto or connected
therewith; and

(vi) subject to compliance with the Operative
Documents, to engage in such other activities as may be required in
connection with conservation of the assets of the Trust and the making
of distributions to the Certificateholders and the Owners of the
Notes.

The Trust is hereby authorized to engage in the foregoing activities
and shall not engage in any activity other than in connection with the
foregoing or other than as required or authorized by the terms of this
Agreement or the Operative Documents.

SECTION 2.4 Appointment of Owner Trustee. The Depositor hereby
appoints the Owner Trustee as trustee of the Trust effective as of the date
hereof, to have all the rights, powers and duties set forth herein. The Owner
Trustee hereby accepts its appointment subject to the terms and conditions
hereof.

SECTION 2.5 Initial Capital Contribution of the Owner Trust
Estate. The Depositor hereby sells, assigns, transfers, conveys and sets over
to the Owner Trustee, as of the date hereof, the sum of $1. The Owner Trustee
hereby acknowledges receipt in trust from the Depositor, as of the date hereof,
of the foregoing contribution which shall constitute the initial Owner Trust
Estate and shall be deposited in the Certificate Distribution Account. The
Depositor or the Seller shall pay the organizational expenses of the Trust as
they may arise or shall, upon the request of the Owner Trustee, promptly
reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

5
<PAGE> 10

SECTION 2.6 Declaration of Trust. The Owner Trustee hereby
declares that it shall hold the Owner Trust Estate in trust upon and subject to
the conditions set forth herein for the use and benefit of the
Certificateholders, subject to the obligations of the Trust under the Operative
Documents. It is the intention of the parties hereto that the Trust shall
constitute a business trust under the Business Trust Statute and that this
Agreement shall constitute the governing instrument of such business trust.
Effective as of the date hereof, the Owner Trustee shall have the rights,
powers and duties set forth herein and in the Business Trust Statute with
respect to accomplishing the purposes of the Trust. The Owner Trustee shall
file the Certificate of Trust pursuant to the Business Trust Statute with the
Secretary of State.

SECTION 2.7 Liability of the Holders.

(a) Any third party creditors of the Trust (other than in
connection with the obligations described in the preceding sentence for which
the Depositor shall not be liable) shall be deemed third party beneficiaries of
this Section 2.7(a). The obligations of the Depositor under this Section
2.7(a) shall be evidenced by the Depositor's Certificate issued in the name of
the Depositor. The Certificates shall be fully paid and non-assessable.

(b) No Certificateholder, other than to the extent set
forth in this paragraph and paragraph (c) of this Section 2.7, shall have any
personal liability for any liability or obligation of the Trust.

SECTION 2.8. Title to Trust Property.

(a) Subject to the Indenture, legal title to all of the
Owner Trust Estate shall be vested at all times in the Trust as a separate
legal entity except where applicable law in any jurisdiction requires title to
any part of the Owner Trust Estate to be vested in a trustee or trustees, in
which case title shall be deemed to be vested in the Owner Trustee, a
co-trustee and/or a separate trustee, as the case may be.

(b) The Certificateholders shall not have legal title to
any part of the Owner Trust Estate. No transfer by operation of law or
otherwise of any interest of the Certificateholders shall operate to terminate
this Agreement or the trusts hereunder or entitle any transferee to an
accounting or to the transfer to it of any part of the Owner Trust Estate.

SECTION 2.9 Situs of Trust. The Trust shall be located and
administered in the State of Delaware. All bank accounts maintained by the
Owner Trustee on behalf of the Trust shall be located in the State of Delaware
or the State of New York. The Trust shall not have any employees; provided,
however, that nothing herein shall restrict or prohibit the Owner Trustee from
having employees within or without the State of Delaware. Payments shall be
received by the Trust only in Delaware or New York, and payments will be made
by the Trust only from Delaware or New York. The only office of the Trust
shall be the Corporate Trust Office in Delaware.

SECTION 2.10 Representations and Warranties of the Depositor.
The Depositor hereby represents and warrants to the Owner Trustee and the Note
Insurer that:

6
<PAGE> 11

(a) The Depositor has been duly organized and is validly
existing as a corporation in good standing under the laws of the State
of Delaware, with power and authority to own its properties and to
conduct its business as such properties are presently owned and such
business is presently conducted.

(b) The Depositor is duly qualified to do business as a
foreign corporation in good standing, and has obtained all necessary
licenses and approvals in all jurisdictions in which the ownership or
lease of property or the conduct of its business requires such
qualifications.

(c) The Depositor has the power and authority to execute
and deliver this Agreement and to carry out its terms; the Depositor
has full power and authority to sell and assign the property to be
sold and assigned to and deposited with the Trust, and the Depositor
has duly authorized such sale and assignment to the Trust by all
necessary corporate action; and the execution, delivery and
performance of this Agreement have been duly authorized by the
Depositor by all necessary corporate action.

(d) The consummation of the transactions contemplated by
this Agreement and the fulfillment of the terms of this Agreement do
not conflict with, result in any breach of any of the terms and
provisions of or constitute (with or without notice or lapse of time)
a default under, the certificate of incorporation or by-laws of the
Depositor, or any indenture, agreement or other instrument to which
the Depositor is a party or by which it is bound; nor result in the
creation or imposition of any lien upon any of its properties pursuant
to the terms of any such indenture, agreement or other instrument
(other than pursuant to the Operative Documents); nor violate any law
or, to the best of the Depositor's knowledge, any order, rule or
regulation applicable to the Depositor of any court or of any federal
or state regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Depositor or any of its
properties.

(e) There are no proceedings or investigations pending or
notice of which has been received in writing before any court,
regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Depositor or its
properties: (i) asserting the invalidity of this Agreement, (ii)
seeking to prevent the consummation of any of the transactions
contemplated by this Agreement or (iii) seeking any determination or
ruling that might materially and adversely affect the performance by
the Depositor of its obligations under, or the validity or
enforceability of, this Agreement.

(f) The representations and warranties of the Depositor
in Section 2.01 of the Sale and Servicing Agreement are true and
correct.

SECTION 2.11 Covenant of the Depositor. The Depositor covenants
with the Owner Trustee and the Note Insurer that during the continuance of this
Agreement it will comply in all respects with the provisions of its Certificate
of Incorporation in effect from time to time.

7
<PAGE> 12

SECTION 2.12 Federal Income Tax Allocations. Net income of the
Trust for any month, as determined for Federal income tax purposes (and each
item of income, gain, loss and deduction entering into the computation
thereof), shall be allocated to the Certificateholders, pro rata.

ARTICLE III

THE CERTIFICATES

SECTION 3.1 Initial Certificate Ownership. Upon the formation of
the Trust by the contribution by the Depositor pursuant to Section 2.5 and
until the issuance of the Certificates, the Depositor shall be the sole owner
of the Trust.

SECTION 3.2 Form of the Certificates.

(a) The Certificates shall be issued without a principal
amount. The Certificates shall be executed on behalf of the Trust by manual or
facsimile signature of an authorized signatory of the Owner Trustee.
Certificates bearing the manual or facsimile signatures of individuals who
were, at the time when such signatures shall have been affixed, authorized to
sign on behalf of the Trust shall be valid, notwithstanding that such
individuals or any of them shall have ceased to be so authorized prior to the
authentication and delivery of such Certificates or did not hold such offices
at the date of authentication and delivery of such Certificates.

(b) The Certificates shall be typewritten, printed,
lithographed or engraved or produced by any combination of these methods (with
or without steel engraved borders) all as determined by the authorized
signatory of the Owner Trustee or the Owner Trustee's authenticating agent
executing such Certificates, as evidenced by their execution of such
Certificates.

(c) A transferee of a Certificate shall become a
Certificateholder, and shall be entitled to the rights and subject to the
obligations of a Certificateholder hereunder, upon such transferee's acceptance
of a Certificate duly registered in such transferee's name pursuant to Section
3.4.

SECTION 3.3 Execution, Authentication and Delivery. Concurrently
with the initial sale of the Home Equity Loans by the Depositor to the Trust
pursuant to the Sale and Servicing Agreement, the Owner Trustee shall execute,
or cause its authenticating agent to execute the Certificates representing 100%
of the Percentage Interests of the Trust to be executed on behalf of the Trust,
authenticated and delivered to or upon the written order of the Depositor,
signed by an Authorized Officer of the Depositor, without further corporate
action by the Depositor. No Certificate shall entitle its Holder to any
benefit under this Agreement, or shall be valid for any purpose, unless there
shall appear on such Certificate a certificate of authentication substantially
in the form set forth in Exhibit B-1, executed by the Owner Trustee

8
<PAGE> 13

or the Owner Trustee's authenticating agent, by manual or facsimile signature.
Such authentication shall constitute conclusive evidence that such Certificate
shall have been duly authenticated and delivered hereunder. All Certificates
shall be dated the date of their authentication.

SECTION 3.4 Registration; Registration of Transfer and Exchange
of Certificates.

The Certificate Registrar shall cause to be kept at its office or
agency in New York, New York, or at its designated agent, a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
it shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. Upon any resignation of a
Certificate Registrar, the Owner Trustee shall promptly appoint a successor or,
if it elects not to make such an appointment, assume the duties of the
Certificate Registrar. The Owner Trustee shall be the initial Certificate
Registrar.

Subject to Section 3.11, upon surrender for registration of transfer
of any Certificate at the office or agency of the Owner Trustee maintained
pursuant to Section 3.8, the Owner Trustee shall execute, and the Owner Trustee
or its authenticating agent shall authenticate and deliver in the name of the
designated transferee or transferees, a new Certificate or Certificates of the
same Percentage Interest and dated the date of authentication by the Owner
Trustee or such authenticating agent.

At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of a like aggregate Percentage Interest, upon surrender
of the Certificates to be exchanged at such office. Whenever any Certificates
are so surrendered for exchange, the Owner Trustee or its authenticating agent
shall execute, authenticate and deliver the Certificates which the
Certificateholder making the exchange is entitled to receive.

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

All Certificates surrendered for registration of transfer or exchange
shall be marked "canceled" by the Owner Trustee.

The preceding provisions of this Section notwithstanding, the Owner
Trustee shall not make, and the Certificate Registrar shall not register
transfers or exchanges of Certificates for a period of 15 days preceding the
due date for any payment with respect to the Certificates.

SECTION 3.5 Mutilated; Destroyed; Lost or Stolen Certificates.

(a) If (i) any mutilated Certificate is surrendered to
the Certificate Registrar, or the Certificate Registrar receives evidence to
its satisfaction of the destruction, loss or theft of any Certificate, and (ii)
there is delivered to the Certificate Registrar, the Owner Trustee and the
Trust such security or indemnity as may be required by them to hold each of
them harmless,

9
<PAGE> 14

then, in the absence of notice to the Certificate Registrar or the Owner
Trustee that such Certificate has been acquired by a bona fide purchaser, the
Owner Trustee shall execute on behalf of the Trust and the Owner Trustee or the
Owner Trustee's authenticating agent shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a replacement Certificate of a like Percentage Interest; provided,
however, that if any such destroyed, lost or stolen Certificate, but not a
mutilated Certificate, shall have become or within seven days shall be due and
payable, then instead of issuing a replacement Certificate the Owner Trustee
may pay such destroyed, lost or stolen Certificate when so due or payable.

(b) In connection with the issuance of any replacement
Certificate under this Section 3.5, the Owner Trustee or the Certificate
Registrar may require the payment by the Holder of such Certificate of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the fees and
expenses of the Owner Trustee and the Certificate Registrar) connected
therewith.

(c) Any duplicate Certificate issued pursuant to this
Section 3.5 in replacement of any mutilated, destroyed, lost or stolen
Certificate shall constitute an original additional contractual obligation of
the Trust, whether or not the mutilated, destroyed, lost or stolen Certificate
shall be found at any time or be enforced by anyone, and shall be entitled to
all the benefits of this Agreement equally and proportionately with any and all
other Certificates duly issued hereunder.

(d) The provisions of this Section 3.5 are exclusive and
shall preclude (to the extent lawful) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Certificates.

SECTION 3.6 Persons Deemed Owners. Prior to due presentation of
a Certificate for registration of transfer, the Owner Trustee, the Certificate
Registrar or any Paying Agent may treat the Person in whose name any
Certificate shall be registered in the Certificate Registrar as the owner of
such Certificate for the purpose of receiving distributions pursuant to Article
V and for all other purposes whatsoever, and neither the Owner Trustee, nor the
Certificate Registrar nor the Trust Paying Agent shall be affected by any
notice to the contrary.

SECTION 3.7 Access to List of Holders' Names and Addresses. The
Owner Trustee shall furnish or cause to be furnished to the Servicer and the
Depositor, within 15 days after receipt by the Owner Trustee of a request
therefor from the Servicer or the Depositor in writing, a list, in such form as
the Servicer or the Depositor may reasonably require, of the names and
addresses of the Certificateholders as of the most recent Record Date. If
three or more Certificateholders or one or more Holders of Certificates
together evidencing a Percentage Interest totaling not less than 25% apply in
writing to the Owner Trustee, and such application states that the applicants
desire to communicate with other Certificateholders with respect to their
rights under this Agreement or under the Certificates and such application is
accompanied by a copy of the communication that such applicants propose to
transmit, then the Owner Trustee shall, within five Business Days after the
receipt of such application, afford such applicants access during normal
business hours to the current list of Certificateholders. Each

10
<PAGE> 15

Certificateholder, by receiving and holding a Certificate, shall be deemed to
have agreed not to hold any of the Servicer, the Depositor, the Certificate
Registrar or the Owner Trustee accountable by reason of the disclosure of its
name and address, regardless of the source from which information was derived.

SECTION 3.8 Maintenance of Office For Surrenders. The Owner
Trustee shall maintain an office or offices or agency or agencies where
Certificates may be surrendered for registration of transfer or exchange and
where notices and demands to or upon the Owner Trustee in respect of the
Certificates and the Operative Documents may be served. The Owner Trustee
initially designates Wilmington Trust Company as its principal office for such
purposes. The Owner Trustee shall give prompt written notice to the Depositor
and to the Certificateholders and Owners of any change in the location of the
Certificate Register or any such office or agency.

SECTION 3.9 Appointment of Trust Paying Agent. The Owner Trustee
hereby appoints The Chase Manhattan Bank as the Trust Paying Agent under this
Agreement. The Trust Paying Agent shall make distributions to
Certificateholders from the Certificate Distribution Account pursuant to
Section 5.2 and shall report the amounts of such distributions to the Owner
Trustee and the Servicer. The Trust Paying Agent shall have the revocable
power to withdraw funds from the Certificate Distribution Account for the
purpose of making the distributions referred to above. The Owner Trustee may
revoke such power and remove the Trust Paying Agent if the Owner Trustee
determines in its sole discretion that the Trust Paying Agent shall have failed
to perform its obligations under this Agreement in any material respect. If
The Chase Manhattan Bank shall no longer be the Trust Paying Agent, the Owner
Trustee shall appoint a successor to act as Trust Paying Agent (which shall be
a bank or trust company acceptable to the Depositor, the Note Insurer and the
Rating Agencies). The Owner Trustee shall cause such successor Trust Paying
Agent or any additional Trust Paying Agent appointed by the Owner Trustee to
execute and deliver to the Owner Trustee an instrument in which such successor
Trust Paying Agent or additional Trust Paying Agent shall agree with the Owner
Trustee that as Trust Paying Agent, such successor Trust Paying Agent or
additional Trust Paying Agent shall hold all sums, if any, held by it for
payment to the Certificateholders in trust for the benefit of the
Certificateholders entitled thereto until such sums shall be paid to such
Holders. The Trust Paying Agent shall return all unclaimed funds to the Owner
Trustee and upon removal of a Trust Paying Agent such Trust Paying Agent shall
also return all funds in its possession to the Owner Trustee. The provisions
of Article VI shall apply to the Owner Trustee also in its role as Trust Paying
Agent, for so long as the Owner Trustee shall act as Trust Paying Agent and, to
the extent applicable, to any other Trust Paying Agent (including The Chase
Manhattan Bank) appointed hereunder. Any reference in this Agreement to the
Trust Paying Agent shall include any co-paying agent unless the context
requires otherwise.

SECTION 3.10 Ownership by Depositor of the Depositor's
Certificate. On the Closing Date, the Depositor shall receive from the Trust
and thereafter shall retain beneficial and record ownership of the Depositor's
Certificate representing at least a 1% Percentage Interest of the Certificates.
The Depositor's Certificate shall be non-transferable. Any attempted transfer
of any Depositor's Certificate shall be null and void. The Owner Trustee

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shall cause the Depositor's Certificate issued to the Depositor to contain a
legend substantially to such effect.

SECTION 3.11 Restriction on Transfers of Certificate.

(a) Each prospective purchaser and any subsequent
transferee of a Certificate (each, a "Prospective Holder"), other than the
Depositor or the Seller, shall represent and warrant, in writing, to the Owner
Trustee and the Certificate Registrar and any of their respective successors
that:

(i) Such Person is (A) a "qualified institutional
buyer" as defined in Rule 144A under the Securities Act of
1933, as amended (the "Securities Act"), and is aware that the
seller of the Certificate may be relying on the exemption from
the registration requirements of the Securities Act provided
by Rule 144A and is acquiring such Certificate for its own
account or for the account of one or more qualified
institutional buyers for whom it is authorized to act, or (B)
a Person involved in the organization or operation of the
Trust or an affiliate of such Person within the meaning of
Rule 3a-7 of the Investment Company Act of 1940, as amended
(including, but not limited to, the Depositor or the Seller).

(ii) Such Person understands that the Certificate
has not been and will not be registered under the Securities
Act and may be offered, sold, pledged or otherwise transferred
only to a person whom the seller reasonably believes is (A) a
qualified institutional buyer or (B) a Person involved in the
organization or operation of the Trust or an affiliate of such
Person, in a transaction meeting the requirements of Rule 144A
under the Securities Act and in accordance with any applicable
securities laws of any state of the United States.

(iii) Such Person understands that the Certificate
bears a legend to the following effect:

"THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS.
THIS CERTIFICATE MAY BE DIRECTLY OR INDIRECTLY
OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING
PLEDGED) BY THE HOLDER HEREOF ONLY TO (I) A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE ACT, IN A TRANSACTION THAT IS
REGISTERED UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS OR THAT IS EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE ACT PURSUANT TO RULE
144A OR (II) A PERSON INVOLVED IN THE ORGANIZATION OR
OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A
PERSON WITHIN THE MEANING OF RULE 3a-7 OF THE
INVESTMENT COMPANY ACT OF 1940, AS

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<PAGE> 17

AMENDED (INCLUDING, BUT NOT LIMITED TO, IMC
SECURITIES, INC.) IN A TRANSACTION THAT IS REGISTERED
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR
THAT IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO
REGISTER THIS CERTIFICATE UNDER THE ACT OR ANY STATE
SECURITIES LAWS."

(b) Each Prospective Holder, other than the Depositor or
the Seller, shall either:

(i) represent and warrant, in writing, to the
Owner Trustee and the Certificate Registrar and any of their
respective successors that (1) the Prospective Holder is not
an "employee benefit plan" within the meaning of Section 3(3)
of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or a "plan" within the meaning of Section
4975(e)(1) of the Code (any such plan or employee benefit
plan, a "Plan") and is not directly or indirectly purchasing
such Certificate on behalf of, as investment manager of, as
named fiduciary of, as trustee of, or with assets of a Plan,
or (2) either (I) the Prospective Holder is acquiring such
Certificate for its own account and no part of the assets used
to acquire such Certificate constitutes assets of a Plan, or
(II) the source of funds to be used to acquire such
Certificate is an "insurance company general account," within
the meaning of Prohibited Transaction Class Exemption 95-60,
60 Fed. Reg. 35925 (July 12, 1995) (the "Exemption"), and
there is no Plan with respect to which the amount of such
general account's reserves for the contract(s) held by or on
behalf of such Plan (determined under Section 807(d) of the
Code), together with the amount of the reserves of the
contract(s) held by or on behalf of any other Plans
(determined under section 807(d) of the Code) maintained by
the same employer (or an affiliate thereof as defined in
Section V(a)(1) of the Exemption) or by the same employee
organization, exceed 10% of the total of all liabilities of
such general account; or

(ii) furnish to the Owner Trustee and the Certificate
Registrar and any of their respective successors an opinion of counsel
acceptable to such persons that (A) the proposed issuance or transfer
of the Certificate to such Prospective Holder will not cause any
assets of the Trust to be deemed assets of a Plan, or (B) the proposed
issuance or transfer of the Certificate will not cause the Owner
Trustee or the Certificate Registrar or any of their respective
successors to be a fiduciary of a Plan within the meaning of Section
3(21) of ERISA and will not give rise to a transaction described in
Section 406 of ERISA or Section 4975(c)(1) of the Code for which a
statutory or administrative exemption is unavailable.

(c) By its acceptance of a Certificate, each Prospective
Holder agrees and acknowledges that no legal or beneficial interest in all or
any portion of any Certificate may be transferred directly or indirectly to (i)
an entity that holds residual securities as nominee to facilitate the clearance
and settlement of such securities through electronic book-entry changes

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<PAGE> 18

in accounts of participating organizations (a "Book-Entry Nominee"), or (ii) an
individual, corporation, partnership or other person unless such transferee is
not a Non-U.S. Person (any such person being referred to herein as a
"Non-permitted Foreign Holder"), and any such purported transfer shall be void
and have no effect.

(d) The Owner Trustee shall not execute, and shall not
countersign and deliver, a Certificate in connection with any transfer thereof
unless the transferor shall have provided to the Owner Trustee a certificate,
signed by the transferee, a Book-Entry Nominee or a Non-permitted Foreign
Holder, which certificate shall contain the consent of the transferee to any
amendments of this Agreement as may be required to effectuate further the
foregoing restrictions on transfer of the Certificate to Book-Entry Nominees or
Non-permitted Foreign Holders, and an agreement by the transferee that it will
not transfer a Certificate without providing to the Owner Trustee a certificate
in the form provided above.

(e) The Certificates shall bear an additional legend
referring to the restrictions contained in paragraph (b) above.

ARTICLE IV

ACTIONS BY OWNER TRUSTEE

SECTION 4.1 Prior Notice to Owners with Respect to Certain
Matters. The Owner Trustee shall not take action with respect to the following
matters, unless (i) the Owner Trustee shall have notified the
Certificateholders and the Note Insurer in writing of the proposed action at
least 30 days before the taking of such action, and (ii) neither the
Certificateholders nor the Note Insurer shall have notified the Owner Trustee
in writing prior to the 30th day after such notice is given that such
Certificateholders or the Note Insurer have withheld consent or provided
alternative direction (any directions by the Certificateholders shall require
the prior consent of the Note Insurer):

(a) the initiation of any claim or lawsuit by the Trust
(except claims and law suits brought in connection with the collection of the
Home Equity Loans) or the compromise of any action, claim or lawsuit brought by
or against the Trust (except claims and law suits brought in connection with
the collection of the Home Equity Loans);

(b) the election by the Trust to file an amendment to the
Certificate of Trust, (except to the extent such amendment is required under
the Business Trust Statute);

(c) the amendment or other change to this Agreement or
any Operative Documents in circumstances where the consent of any Owner of a
Note or the Note Insurer is required;

(d) the amendment or other change to this Agreement or
any Operative Documents in circumstances where the consent of any Owner of a
Note or the Note Insurer is

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<PAGE> 19

not required and such amendment materially adversely affects the interest of
the Certificateholders;

(e) the appointment pursuant to the Indenture of a
successor Note Registrar, Paying Agent or Indenture Trustee or pursuant to this
Agreement of a successor Certificate Registrar or Trust Paying Agent, or the
consent to the assignment by the Note Registrar, Paying Agent or Indenture
Trustee or Certificate Registrar or Trust Paying Agent of its obligations under
the Indenture or this Agreement, as applicable;

(f) the consent to the calling or waiver of any default
of any Operative Document;

(g) the consent to the assignment of the Indenture
Trustee or Servicer of their respective obligations under the Operative
Document;

(h) except as provided in Article IX hereof, dissolve,
terminate or liquidate the Trust in whole or in part;

(i) merge or consolidate the Trust with or into any other
entity, or convey or transfer all or substantially all of the Trust's assets to
any other entity;

(j) cause the Trust to incur, assume or guaranty any
indebtedness other than as set forth in this Agreement;

(k) do any act that conflicts with any other Operative
Document;

(l) do any act which would make it impossible to carry on
the ordinary business of the Trust as described in Section 2.3 hereof;

(m) confess a judgment against the Trust;

(n) possess Trust assets, or assign the Trust's right to
property, for other than a Trust purpose;

(o) cause the Trust to lend any funds to any entity; or

(p) change the Trust's purpose and powers from those set
forth in this Agreement.

In addition the Trust shall not commingle its assets with those of any
other entity. The Trust shall maintain its financial and accounting books and
records separate from those of any other entity. Except as expressly set forth
herein, the Trust shall pay its indebtedness and any operating expenses from
its own funds, and the Trust shall not pay the indebtedness, operating expenses
or liabilities of any other entity. The Trust shall maintain appropriate
minutes or other records of all appropriate actions and shall maintain its
office separate from the offices of the Depositor, the Seller and the Servicer.

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<PAGE> 20

The Owner Trustee shall not have the power, except upon the direction
of the Certificateholders with the consent of the Note Insurer, and to the
extent otherwise consistent with the Operative Documents, to (i) remove or
replace the Servicer or the Indenture Trustee, (ii) institute proceedings to
have the Trust declared or adjudicated a bankruptcy or insolvent, (iii) consent
to the institution of bankruptcy or insolvency proceedings against the Trust,
(iv) file a petition or consent to a petition seeking reorganization or relief
on behalf of the Trust under any applicable federal or state law relating to
bankruptcy, (v) consent to the appointment of a receiver, liquidator, assignee,
trustee, sequestrator (or any similar official) of the Trust or a substantial
portion of the property of the Trust, (vi) make any assignment for the benefit
of the Trust's creditors, (vii) cause the Trust to admit in writing its
inability to pay its debts generally as they become due, (viii) take any
action, or cause the Trust to take any action, in furtherance of any of the
foregoing (any of the above, a "Bankruptcy Action"). So long as the Indenture
remains in effect and no Note Insurer Default exists, no Certificateholder
shall have the power to take, and shall not take, any Bankruptcy Action with
respect to the Trust or the Depositor or direct the Owner Trustee to take any
Bankruptcy Action with respect to the Trust or the Depositor.

SECTION 4.2 Action by Holders with Respect to Certain Matters.
The Owner Trustee shall not have the power, except upon the direction of the
Certificateholders and with the consent of the Note Insurer, to remove the
Servicer under the Sale and Servicing Agreement. The Owner Trustee shall take
the actions referred to in the preceding sentence only upon written
instructions signed by the Certificateholders and only after obtaining the
consent of the Note Insurer.

SECTION 4.3 Action by Holders with Respect to Bankruptcy. The
Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy relating to the Trust without the consent and approval of the Note
Insurer, the unanimous prior approval of all Certificateholders and the
delivery to the Owner Trustee by each such Certificateholder of a certificate
certifying that such Certificateholder reasonably believes that the Trust is
insolvent.

SECTION 4.4 Restrictions on Holders' Power. The
Certificateholders shall not direct the Owner Trustee to take or refrain from
taking any action if such action or inaction would be contrary to any
obligation of the Trust or the Owner Trustee under this Agreement or any of the
Operative Documents or would be contrary to Section 2.3, nor shall the Owner
Trustee be obligated to follow any such direction, if given.

SECTION 4.5 Majority Control. Except as expressly provided
herein any action that may be taken or consent that may be given or withheld or
written notice delivered by the Certificateholders under this Agreement may be
taken by Holders of Certificates representing more than a majority of the
Certificates.

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<PAGE> 21

ARTICLE V

APPLICATION OF OWNER TRUST ESTATE; CERTAIN DUTIES

SECTION 5.1 Establishment of Certificate Distribution Account.
The Owner Trustee shall cause the Servicer, for the benefit of the
Certificateholders, to establish and maintain with The Chase Manhattan Bank for
the benefit of the Owner Trustee a Trust Account which while the Trust Paying
Agent holds such Account shall be entitled "CERTIFICATE DISTRIBUTION ACCOUNT,
THE CHASE MANHATTAN BANK AS TRUST PAYING AGENT, IN TRUST FOR THE IMC ADJUSTABLE
RATE HOME EQUITY LOAN ASSET BACKED CERTIFICATES, SERIES 1997-4." Funds shall
be deposited in the Certificate Distribution Account as required by the Sale
and Servicing Agreement.

All of the right, title and interest of the Owner Trustee in all funds
on deposit from time to time in the Certificate Distribution Account and in all
proceeds thereof shall be held for the benefit of the Certificateholders.
Except as otherwise expressly provided herein or in the Sale and Servicing
Agreement, the Certificate Distribution Account shall be under the sole
dominion and control of the Owner Trustee for the benefit of the
Certificateholders.

SECTION 5.2 Application of Trust Funds. (a) On each
Payment Date, the Owner Trustee shall direct the Trust Paying Agent to
distribute to the Certificateholders from amounts on deposit in the Certificate
Distribution Account the distributions as provided in Section 3.03(b)(v) of the
Sale and Servicing Agreement with respect to such Payment Date.

(b) Reserved.

(c) In the event that any withholding tax is imposed on the
Trust's payment (or allocations of income) to a Certificateholder, such tax
shall reduce the amount otherwise distributable to the Certificateholder in
accordance with this Section. The Owner Trustee is hereby authorized and
directed to retain from amounts otherwise distributable to the
Certificateholders sufficient funds for the payment of any tax that is legally
owed by the Trust (but such authorization shall not prevent the Owner Trustee
from contesting any such tax in appropriate proceedings, and withholding
payment of such tax, if permitted by law, pending the outcome of such
proceedings). The amount of any withholding tax imposed with respect to a
Certificateholder shall be treated as cash distributed to such Holder at the
time it is withheld by the Trust and remitted to the appropriate taxing
authority. If there is a possibility that withholding tax is payable with
respect to a distribution (such as a distribution to a non-U.S. Holder), the
Owner Trustee may in its sole discretion withhold such amounts in accordance
with this paragraph (c). In the event that a Certificateholder wishes to apply
for a refund of any such withholding tax, the Owner Trustee shall reasonably
cooperate with such Certificateholder in making such claim so long as such
Certificateholder agrees to reimburse the Owner Trustee for any out-of-pocket
expenses incurred.

SECTION 5.3 Method of Payment. Distributions required to be made
to Certificateholders on any Payment Date shall be made to each
Certificateholder of record on the immediately preceding Record Date either by
wire transfer, in immediately available funds, to

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<PAGE> 22

the account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder shall have provided
to the Certificate Registrar appropriate written instructions at least five
Business Days prior to such Payment Date, or, if not, by check mailed to such
Certificateholder at the address of such Certificateholder appearing in the
Certificate Register.

SECTION 5.4 Segregation of Moneys; No Interest. Subject to
Sections 5.1 and 5.2, moneys received by the Trust Paying Agent hereunder and
deposited into the Certificate Distribution Account will be segregated except
to the extent required otherwise by law and shall be invested in Eligible
Investments maturing no later than one Business Day prior to the related
Payment Date at the direction of the Depositor. The Trust Paying Agent shall
not be liable for payment of any interest or losses in respect of such moneys.
Investment gains shall be for the account of and paid to the
Certificateholders.

SECTION 5.5 Accounting and Reports to the Certificateholders, the
Internal Revenue Service and Others. The Owner Trustee shall (a) maintain (or
cause to be maintained) the books of the Trust on a calendar year basis on the
accrual method of accounting, and such books shall be maintained separately
from those of any other entity and reflect the separate interest of the Trust,
(b) deliver to each Certificateholder, as may be required by the Code and
applicable Treasury Regulations, such information as may be required (including
Schedule K-1) to enable such Certificateholder to prepare its federal and state
income tax returns, (c) file such tax returns relating to the Trust (including
a partnership information return, IRS Form 1065), and make such elections as
may from time to time be required or appropriate under any applicable state or
federal statute or rule or regulation thereunder so as to maintain the Trust's
characterization as a partnership for federal income tax purposes, (d) cause
such tax returns to be signed in the manner required by law and (e) collect or
cause to be collected any withholding tax with respect to income or
distributions to Certificateholders. The Owner Trustee shall elect under
Section 1278 of the Code to include in income currently any market discount
that accrues with respect to the Home Equity Loans. The Owner Trustee shall
not make the election provided under Section 754 of the Code.

SECTION 5.6 Signature on Returns; Tax Matters Partner. (a) The
Owner Trustee shall sign on behalf of the Trust the tax returns of the Trust,
unless applicable law requires a Certificateholder to sign such documents, in
which case such documents shall be signed by the Depositor.

(b) The Depositor shall be designated the "tax matters
partner" of the Trust pursuant to Section 6231(a)(7)(A) of the Code and
applicable Treasury Regulations.

ARTICLE VI

AUTHORITY AND DUTIES OF THE OWNER TRUSTEE

SECTION 6.1 General Authority. The Owner Trustee is authorized
and directed to execute and deliver or cause to be executed and delivered the
Certificates and the Operative

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<PAGE> 23

Documents to which the Trust is to be a party and each certificate or other
document attached as an exhibit to or contemplated by the Operative Documents
to which the Trust is to be a party and any amendment or other agreement or
instrument described in Article III, in each case, in such form as the
Depositor shall approve, as evidenced conclusively by the Owner Trustee's
execution thereof, and, on behalf of the Trust, to direct the Indenture Trustee
to authenticate and deliver the Notes in the aggregate principal amount of
$575,000,000. In addition to the foregoing, the Owner Trustee is authorized,
but shall not be obligated, to take all actions required of the Trust, pursuant
to the Operative Documents.

SECTION 6.2. General Duties. It shall be the duty of the Owner
Trustee:

(a) to discharge (or cause to be discharged) all of its
responsibilities pursuant to the terms of this Agreement and the Operative
Documents to which the Trust is a party and to administer the Trust in the
interest of the Certificateholders, and in accordance with the provisions of
this Agreement; and

(b) to obtain and preserve, the Issuer's qualification to
do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of the Indenture, the
Notes, and each other instrument and agreement included in the Owner Trust
Estate.

SECTION 6.3 Action upon Instruction by Owners.

(a) Subject to Article IV, the Certificateholders may by
written instruction direct the Owner Trustee in the management of the Trust.
Such direction may be exercised at any time by written instruction of the
Certificateholders pursuant to Article IV.

(b) Notwithstanding the foregoing, the Owner Trustee
shall not be required to take any action hereunder or under any Operative
Document if the Owner Trustee shall have reasonably determined, or shall have
been advised by counsel, that such action is likely to result in liability on
the part of the Owner Trustee or is contrary to the terms hereof or of any
Operative Document or is otherwise contrary to law.

(c) Whenever the Owner Trustee is unable to decide
between alternative courses of action permitted or required by the terms of
this Agreement or any Operative Document, or is unsure as to the application,
intent, interpretation or meaning of any provision of this agreement or the
Operative Documents, the Owner Trustee shall promptly give notice (in such form
as shall be appropriate under the circumstances) to the Note Insurer and the
Certificateholders requesting instruction as to the course of action to be
adopted, and, to the extent the Owner Trustee acts in good faith in accordance
with any such instruction received, the Owner Trustee shall not be liable on
account of such action to any Person. If the Owner Trustee shall not have
received appropriate instructions within ten days of such notice (or within
such shorter period of time as reasonably may be specified in such notice or
may be necessary under the circumstances) it may, but shall be under no duty
to, take or refrain from taking such action which is consistent, in its view,
with this Agreement or the Operative Documents, and

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<PAGE> 24

as it shall deem to be the best interests of the Certificateholders, and the
Owner Trustee shall have no liability to any Person for any such action or
inaction.

(d) In the event that the Owner Trustee is unsure as to
the application of any provision of this Agreement or any Operative Document or
any such provision is ambiguous as to its application, or is, or appears to be,
in conflict with any other applicable provision, or in the event that this
Agreement permits any determination by the Owner Trustee or is silent or is
incomplete as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee may give
notice (in such form as shall be appropriate under the circumstances) to the
Certificateholders requesting instruction and, to the extent that the Owner
Trustee acts or refrains from acting in good faith in accordance with any such
instruction received, the Owner Trustee shall not be liable, on account of such
action or inaction, to any Person. If the Owner Trustee shall not have
received appropriate instruction within 10 days of such notice (or within such
shorter period of time as reasonably may be specified in such notice or may be
necessary under the circumstances) it may, but shall be under no duty to, take
or refrain from taking such action, not inconsistent with this Agreement or the
Operative Documents, as it shall deem to be in the best interest of the
Certificateholders, and shall have no liability to any Person for such action
or inaction.

SECTION 6.4 No Duties Except as Specified in this Agreement, the
Documents or in Instructions. The Owner Trustee shall not have any duty or
obligation to manage, make any payment with respect to, register, record, sell,
dispose of, or otherwise deal with the Owner Trust Estate, or to otherwise take
or refrain from taking any action under, or in connection with, any document
contemplated hereby to which the Owner Trustee is a party, except as expressly
provided by the terms of this Agreement, any Operative Document or in any
document or written instruction received by the Owner Trustee pursuant to
Section 6.3; and no implied duties or obligations shall be read into this
Agreement or any Operative Document against the Owner Trustee. The Owner
Trustee shall have no responsibility for filing any financing or continuation
statement in any public office at any time or to otherwise perfect or maintain
the perfection of any security interest or lien granted to it hereunder or to
prepare or file any Securities and Exchange Commission filing for the Trust or
to record this Agreement or any Operative Document. The Owner Trustee
nevertheless agrees that it will, at its own cost and expense, promptly take
all action as may be necessary to discharge any liens on any part of the Owner
Trust Estate that result from actions by, or claims against, the Owner Trustee
that are not related to the ownership or the administration of the Owner Trust
Estate.

SECTION 6.5 No Action Except Under Specified Documents or
Instructions. The Owner Trustee shall not manage, control, use, sell, dispose
of or otherwise deal with any part of the Owner Trust Estate except (i) in
accordance with the powers granted to and the authority conferred upon the
Owner Trustee pursuant to this Agreement, (ii) in accordance with the Operative
Documents and (iii) in accordance with any document or instruction delivered to
the Owner Trustee pursuant to Section 6.3.

SECTION 6.6 Restrictions. The Owner Trustee shall not take any
action (a) that is inconsistent with the purposes of the Trust set forth in
Section 2.3 or (b) that, to the actual knowledge of the Owner Trustee, would
result in the Trust's becoming taxable as a corporation

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<PAGE> 25

for Federal income tax purposes. The Certificateholders shall not direct the
Owner Trustee to take action that would violate the provisions of this Section.

ARTICLE VII

CONCERNING THE OWNER TRUSTEE

SECTION 7.1 Acceptance of Trusts and Duties. Except as otherwise
provided in this Article VII, in accepting the trusts hereby created Wilmington
Trust Company acts solely as Owner Trustee hereunder and not in its individual
capacity and all Persons having any claim against the Owner Trustee by reason
of the transactions contemplated by this Agreement or any Operative Document
shall look only to the assets of the Trust for payment or satisfaction thereof.
The Owner Trustee accepts the trusts hereby created and agrees to perform its
duties hereunder with respect to such trusts but only upon the terms of this
Agreement. The Owner Trustee also agrees to disburse all moneys actually
received by it constituting part of the assets of the Trust upon the terms of
the Operative Documents and this Agreement. The Owner Trustee shall not be
liable or accountable hereunder or under any Operative Document under any
circumstances, except (i) for its own negligent action, its own negligent
failure to act or its own willful misconduct or (ii) in the case of the
inaccuracy of any representation or warranty contained in Section 7.3 and
expressly made by the Owner Trustee. In particular, but not by way of
limitation (and subject to the exceptions set forth in the preceding sentence):

(a) the Owner Trustee shall at no time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Home Equity Loan, or the perfection and priority of any
security interest created by any Home Equity Loan in any Property or the
maintenance of any such perfection and priority, or for or with respect to the
sufficiency of the assets of the Trust or their ability to generate the
payments to be distributed to Certificateholders under this Agreement or the
Owners of the Notes under the Indenture, including, without limitation: the
existence, condition and ownership of any Property; the existence and
enforceability of any insurance thereon; the existence and contents of any Home
Equity Loan on any computer or other record thereof; the validity of the
assignment of any Home Equity Loan to the Trust or of any intervening
assignment; the completeness of any Home Equity Loan; the performance or
enforcement of any Home Equity Loan; the compliance by the Depositor or the
Servicer with any warranty or representation made under any Operative Document
or in any related document or the accuracy of any such warranty or
representation or any action of the Indenture Trustee, the Custodian or the
Servicer or any subservicer taken in the name of the Owner Trustee.

(b) the Owner Trustee shall not be liable with respect to
any action taken or omitted to be taken by it in accordance with the
instructions of the Note Insurer or any Certificateholder;

(c) no provision of this Agreement or any Operative
Document shall require the Owner Trustee to expend or risk funds or otherwise
incur any financial liability in the

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<PAGE> 26

performance of any of its rights or powers hereunder or under any Operative
Document, if the Owner Trustee shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured or provided to it;

(d) under no circumstances shall the Owner Trustee be
liable for indebtedness evidenced by or arising under any of the Operative
Documents, including the Note Principal Balance and the interest on the Notes;

(e) the Owner Trustee shall not be responsible for or in
respect of and makes no representation as to the validity or sufficiency of any
provision of this Agreement or for the due execution hereof by the Depositor or
for the form, character, genuineness, sufficiency, value or validity of any of
the Owner Trust Estate or for or in respect of the validity or sufficiency of
the Operative Documents, the Underwriting Agreement, the Notes, the
Certificates (other than the certificate of authentication on the Certificates)
or of any Home Equity Loans or any related documents, and the Owner Trustee
shall in no event assume or incur any liability, duty or obligation to any
Owner of a Note or to any Certificateholder, other than as expressly provided
for herein and in the Operative Documents;

(f) the Owner Trustee shall not be liable for the default
or misconduct of the Indenture Trustee, the Custodian, the Depositor or the
Servicer under any of the Operative Documents or otherwise and the Owner
Trustee shall have no obligation or liability to perform the obligations of the
Trust under this Agreement or the Operative Documents that are required to be
performed by the Indenture Trustee under the Indenture, the Custodian under the
Custodial Agreement or the Servicer under the Sale and Servicing Agreement;

(g) the Owner Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Agreement, or to
institute, conduct or defend any litigation under this Agreement or otherwise
or in relation to this Agreement, the Underwriting Agreement or any Operative
Document, at the request, order or direction of any of the Note Insurer or any
of the Certificateholders, unless the Note Insurer or such Certificateholders
have offered to the Owner Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities that may be incurred by the Owner
Trustee therein or thereby. The right of the Owner Trustee to perform any
discretionary act enumerated in this Agreement or in any Operative Document
shall not be construed as a duty, and the Owner Trustee shall not be answerable
for other than its negligence or willful misconduct in the performance of any
such act;

(h) The Owner Trustee shall have no responsibility for
filing any financing or continuation statement in any public office at any time
or to otherwise perfect or maintain the perfection of any security interest or
lien granted to it hereunder or to prepare, execute or file any Securities and
Exchange Commission filing or tax return for the Trust or to record this
Agreement or any Operative Document.

SECTION 7.2 Furnishing of Documents. The Owner Trustee shall
furnish (a) to the Certificateholders, promptly upon receipt of a written
request therefor, duplicate or copies of all reports, notices, requests,
demands, certificates, financial statements and any other instruments furnished
to the Owner Trustee under the Operative Documents, and (b) to the Note

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Insurer, copies of any reports, notices, requests, demands, certificates,
financial statements, and any other instruments relating to the Trust, the
Certificates or the Notes in the possession of the Owner Trustee, that the Note
Insurer shall request in writing.

SECTION 7.3 Representations and Warranties of Owner Trustee.
Wilmington Trust Company hereby represents and warrants to the Depositor, for
the benefit of the Certificateholders and the Note Insurer, that:

(a) It is a banking corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.

(b) It has full power, authority and legal right to
execute, deliver and perform its obligations under this Agreement, and has
taken all necessary action to authorize the execution, delivery and performance
by it of this Agreement.

(c) The execution, delivery and performance by it of this
Agreement (i) shall not violate any provision of any law or regulation
governing the banking and trust powers of Wilmington Trust Company or any
order, writ, judgment or decree of any court, arbitrator or governmental
authority applicable to the Wilmington Trust Company or any of its assets, (ii)
shall not violate any provision of the corporate charter or by-laws of
Wilmington Trust Company, or (iii) shall not violate any provision of, or
constitute, with or without notice or lapse of time, a default under, or result
in the creation or imposition of any lien on any properties included in the
Trust pursuant to the provisions of any mortgage, indenture, contract,
agreement or other undertaking to which it is a party, which violation, default
or lien could reasonably be expected to have a materially adverse effect on
Wilmington Trust Company's performance or ability to perform its duties as
Owner Trustee under this Agreement or on the transactions contemplated in this
Agreement.

(d) This Agreement has been duly executed and delivered
by Wilmington Trust Company and constitutes the legal, valid and binding
agreement of Wilmington Trust Company, enforceable in accordance with its
terms, except as enforceability may be limited by bankruptcy, insolvency,
reorganization, or other similar law affecting the enforcement of creditors'
rights in general and by general principles of equity, regardless of whether
such enforceability is considered in a proceeding in equity or at law.

SECTION 7.4 Reliance; Advice of Counsel.

(a) The Owner Trustee shall incur no liability to anyone
in acting upon any signature, instrument, notice, resolution, request, consent,
order, certificate, report, opinion, note or other document or paper believed
by it to be genuine and believed by it to be signed by the proper party or
parties and need not investigate any fact or matter in any such document. The
Owner Trustee may accept a certified copy of a resolution of the board of
directors or other governing body of any corporate party as conclusive evidence
that such resolution has been duly adopted by such body and that the same is in
full force and effect. As to any fact or matter the method of the
determination of which is not specifically prescribed herein, the Owner Trustee
may for all purposes hereof rely on a certificate, signed by the president or
any vice president

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or by the treasurer or other authorized officers of the relevant party, as to
such fact or matter, and such certificate shall constitute full protection to
the Owner Trustee for any action taken or omitted to be taken by it in good
faith in reliance thereon.

(b) In the exercise or administration of the trusts
hereunder and in the performance of its duties and obligations under this
Agreement or the Operative Documents, the Owner Trustee: (i) may act directly
or through its agents, attorneys, custodians or nominees, and the Owner Trustee
shall not be liable for the conduct or misconduct of such agents, attorneys,
custodians or nominees if such agents, attorneys, custodians or nominees shall
have been selected by the Owner Trustee with reasonable care and (ii) may
consult with counsel, accountants and other skilled professionals to be
selected with reasonable care and employed by it. The Owner Trustee shall not
be liable for anything done, suffered or omitted in good faith by it in
accordance with the opinion or advice of any such counsel, accountants or other
such Persons and not contrary to this Agreement or any of the Operative
Documents.

SECTION 7.5 Owner Trustee May Own Certificates and Notes. The
Owner Trustee in its individual or any other capacity may become the owner or
pledgee of Certificates or Notes and may deal with the Depositor, the Indenture
Trustee and the Servicer in transactions in the same manner and with the same
rights as it would have if it were not the Owner Trustee.

SECTION 7.6 Licenses. The Owner Trustee shall cause the Trust to
use its best efforts to obtain and maintain the effectiveness of any licenses
required in connection with this Agreement and the Operative Documents and the
transactions contemplated hereby and thereby until such time as the Trust shall
terminate in accordance with the terms hereof.

ARTICLE VIII

COMPENSATION OF OWNER TRUSTEE

SECTION 8.1 Owner Trustee's Fee and Expenses. The Owner Trustee
shall receive from the Depositor as compensation for its services hereunder
such fees as have been separately agreed upon before the date hereof between
the Depositor and the Owner Trustee, and the Owner Trustee shall be entitled to
be reimbursed by the Depositor for its other reasonable expenses hereunder,
including the reasonable compensation, expenses and disbursements of such
agents, custodians, nominees, representatives, experts and counsel as the Owner
Trustee may employ in connection with the exercise and performance of its
rights and its duties hereunder.

SECTION 8.2 Indemnification. The Depositor shall be liable as
primary obligor for, and shall indemnify the Owner Trustee and its successors,
assigns, agents and servants (collectively, the "Indemnified Parties") from and
against, any and all liabilities, obligations, losses, damages, taxes, claims,
actions and suits, and any and all reasonable costs, expenses and disbursements
(including reasonable legal fees and expenses) of any kind and nature
whatsoever (collectively, "Expenses") which may at any time be imposed on,
incurred by, or asserted against the Owner Trustee or any Indemnified Party in
any way relating to or arising out of this Agreement, the Operative Documents,
the Owner Trust Estate, the administration of the Trust

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or the action or inaction of the Owner Trustee hereunder, except only that the
Depositor shall not be liable for or required to indemnify the Owner Trustee
from and against Expenses arising or resulting from the negligence, bad faith
or willful misconduct of the Owner Trustee. The indemnities contained in this
Section 8.2 shall survive the resignation of the Owner Trustee, termination of
the Trust or the termination of this Agreement.

SECTION 8.3 Payments to the Owner Trustee. Any amounts paid to
the Owner Trustee pursuant to this Article VIII shall be deemed not to be a
part of the Owner Trust Estate immediately after such payment.

ARTICLE IX

TERMINATION OF TRUST AGREEMENT

SECTION 9.1 Termination of Trust Agreement.

(a) This Agreement (other than Article VIII) and the
Trust shall terminate and be of no further force or effect on the earlier of:
(i) the final distribution by the Indenture Trustee of all moneys or other
property or proceeds of the assets of the Trust in accordance with the terms of
the Indenture and (ii) the expiration of 21 years from the death of the last
survivor of the descendants of Joseph P. Kennedy (the late ambassador of the
United States to the Court of St. James's). The bankruptcy, liquidation,
dissolution, death or incapacity of any Certificateholder shall not (x) operate
to terminate this Agreement or the Trust, nor (y) entitle such
Certificateholder's legal representatives or heirs to claim an accounting or to
take any action or proceeding in any court for a partition or winding up of all
or any part of the Trust or the Owner Trust Estate or (z) otherwise affect the
rights, obligations and liabilities of the parties hereto.

(b) The Certificates shall be subject to an early
redemption or termination at the option of the majority of Certificateholders,
and in certain instances the Note Insurer, in the manner and subject to the
provisions of Section 5.02 of the Sale and Servicing Agreement.

(c) Except as provided in paragraphs (a) and (b) of this
Section 9.1, none of the Depositor, the Servicer, the Note Insurer or any
Certificateholder shall be entitled to revoke or terminate the Trust.

(d) Notice of any termination of the Trust, specifying
the Payment Date upon which the Certificateholders shall surrender their
Certificates to the Owner Trustee for payment of the final distribution and
cancellation, shall be given by the Owner Trustee by letter to the Note
Insurer, the Rating Agencies and the Trust Paying Agent mailed within five
Business Days of receipt of notice of such termination, stating: (i) the
Payment Date upon or with respect to which final payment of the Certificates
shall be made upon presentation and surrender of the Certificates at the office
of the Owner Trustee therein designated; (ii) the amount of any such final
payment; and (iii) that the Record Date otherwise applicable to such Payment
Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the

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office of the Owner Trustee therein specified. The Owner Trustee shall give
such notice to the Certificate Registrar (if other than the Owner Trustee) and
the Trust Paying Agent at the time such notice is given to Certificateholders.
The Owner Trustee will give notice to the Trust Paying Agent of each
presentation and surrender of the Certificates and the Trust Paying Agent shall
cause to be distributed to Certificateholders amounts distributable on such
Payment Date pursuant to Section 5.03 of the Sale and Servicing Agreement.

(e) Upon the winding up of the Trust and its termination,
the Owner Trustee shall cause the Certificate of Trust to be canceled by filing
a certificate of cancellation with the Secretary of State in accordance with
the provisions of Section 3820 of the Business Trust Statute.

SECTION 9.2 Reserved.

ARTICLE X

SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

SECTION 10.1 Eligibility Requirements for Owner Trustee. The
Owner Trustee shall at all times be a corporation satisfying the provisions of
Section 3807(a) of the Business Trust Statute; authorized to exercise corporate
powers; having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by Federal or state authorities; and
having (or having a parent which has) a rating of at least "Baa3" by Moody's
and "A-1" by Standard & Poor's and being acceptable to the Note Insurer. If
such corporation shall publish reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purpose of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Owner Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Owner Trustee shall resign immediately
in the manner and with the effect specified in Section 10.2.

SECTION 10.2 Resignation or Removal of Owner Trustee. The Owner
Trustee may at any time resign and be discharged from the trusts hereby created
by giving written notice thereof to the Depositor, the Indenture Trustee and
the Note Insurer. Upon receiving such notice of resignation, the Depositor
shall promptly appoint a successor Owner Trustee (acceptable to the Note
Insurer) by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Owner Trustee and one copy to the successor
Owner Trustee. If no successor Owner Trustee shall have been so appointed and
have accepted appointment within 30 days after the giving of such notice of
resignation, the resigning Owner Trustee or the Note Insurer may petition any
court of competent jurisdiction for the appointment of a successor Owner
Trustee.

If at any time the Owner Trustee shall cease to be eligible in
accordance with the provisions of Section 10.1 and shall fail to resign after
written request therefor by the Indenture Trustee, or if at any time the Owner
Trustee shall be legally unable to act, or shall be adjudged

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bankrupt or insolvent, or a receiver of the Owner Trustee or of its property
shall be appointed, or any public officer shall take charge or control of the
Owner Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Note Insurer, or the Indenture Trustee
with the consent of the Note Insurer, may remove the Owner Trustee. If the
Indenture Trustee or the Note Insurer shall remove the Owner Trustee under the
authority of the immediately preceding sentence, the Note Insurer, or the
Servicer with the consent of the Note Insurer, shall promptly appoint a
successor Owner Trustee by written instrument in duplicate, one copy of which
instrument shall be delivered to the outgoing Owner Trustee so removed and one
copy to the successor Owner Trustee and payment of all fees owed to the
outgoing Owner Trustee.

Any resignation or removal of the Owner Trustee and appointment of a
successor Owner Trustee pursuant to any of the provisions of this Section shall
not become effective until acceptance of appointment by the successor Owner
Trustee pursuant to Section 10.3, written approval by the Note Insurer and
payment of all fees and expenses owed to the outgoing Owner Trustee. The
Depositor shall provide notice of such resignation or removal of the Owner
Trustee to each of the Rating Agencies and the Note Insurer.

SECTION 10.3 Successor Owner Trustee. Any successor Owner Trustee
appointed pursuant to Section 10.2 shall execute, acknowledge and deliver to
the Depositor, the Indenture Trustee, the Note Insurer and to its predecessor
Owner Trustee an instrument accepting such appointment under this Agreement,
and thereupon the resignation or removal of the predecessor Owner Trustee shall
become effective and such successor Owner Trustee (if acceptable to the Note
Insurer), without any further act, deed or conveyance, shall become fully
vested with all the rights, powers, duties, and obligations of its predecessor
under this Agreement, with like effect as if originally named as Owner Trustee.
The predecessor Owner Trustee shall upon payment of its fees and expenses
deliver to the successor Owner Trustee all documents and statements and monies
held by it under this Agreement; and the Depositor and the predecessor Owner
Trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for fully and certainly vesting and confirming in
the successor Owner Trustee all such rights, powers, duties, and obligations.

No successor Owner Trustee shall accept appointment as provided in
this Section unless at the time of such acceptance such successor Owner Trustee
shall be eligible pursuant to Section 10.1.

Upon acceptance of appointment by a successor Owner Trustee pursuant
to this Section, the Depositor shall mail notice of the successor of such Owner
Trustee to all Certificateholders, the Indenture Trustee, the Owners, the Note
Insurer and the Rating Agencies. If the Depositor fails to mail such notice
within 10 days after acceptance of appointment by the successor Owner Trustee,
the successor Owner Trustee shall cause such notice to be mailed at the expense
of the Depositor.

SECTION 10.4 Merger or Consolidation of Owner Trustee. Any
corporation into which the Owner Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Owner

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Trustee shall be a party, or any corporation succeeding to all or substantially
all of the corporate trust business of the Owner Trustee, shall be the
successor of the Owner Trustee hereunder, provided such corporation shall be
eligible pursuant to Section 10.1, and without the execution or filing of any
instrument or any further act on the part of any of the parties hereto;
provided, however, that the Owner Trustee shall mail notice of such merger or
consolidation to the Note Insurer and each of the Rating Agencies.

SECTION 10.5 Appointment of Co-Trustee or Separate Trustee.

(a) Notwithstanding any other provisions of this
Agreement, at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Owner Trust Estate or any Property may at
the time be located, the Owner Trustee (with the consent of the Note Insurer)
shall have the power and shall execute and deliver all instruments to appoint
one or more Persons approved by the Owner Trustee and the Note Insurer to act
as co-trustee, jointly with the Owner Trustee, or as separate trustee or
trustees, of all or any part of the assets of the Trust, and to vest in such
Person, in such capacity, such title to the Trust, or any part thereof, and,
subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Note Insurer and the Owner Trustee may
consider necessary or desirable. No co-trustee or separate trustee under this
Agreement shall be required to meet the terms of eligibility as a successor
trustee pursuant to Section 10.1 and no notice of the appointment of any
co-trustee or separate trustee shall be required pursuant to Section 10.3.

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

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

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

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

(c) Any notice, request or other writing given to the
Owner Trustee shall be deemed to have been given to each of the then separate
trustees and co-trustees, as effectively as if given to each of them. Every
instrument appointing any separate trustee or co-trustee shall

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refer to this Agreement and the conditions of this Article. Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall be
vested with the estates or property specified in its instrument of appointment,
either jointly with the Owner Trustee or separately, as may be provided
therein, subject to all the provisions of this Agreement, specifically
including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Owner Trustee.
Each such instrument shall be filed with the Owner Trustee and a copy thereof
given to the Note Insurer.

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

ARTICLE XI

MISCELLANEOUS

SECTION 11.1 Amendments Without Consent of Certificateholders or
Owners of the Notes. This Agreement may be amended by the Depositor and the
Owner Trustee without the consent of any of the Certificateholders (but with
the prior written consent of the Note Insurer and prior notice to each of the
Rating Agencies), to (i) cure any ambiguity, (ii) correct or supplement any
provision in this Agreement that may be defective or inconsistent with any
other provision in this Agreement, (iii) add or supplement any credit
enhancement for the benefit of the Owners of the Notes or the
Certificateholders, (iv) add to the covenants, restrictions or obligations of
the Depositor or the Owner Trustee and (v) add, change or eliminate any other
provision of this Agreement in any manner that shall not, adversely affect in
any material respect the interests of the Owners of the Notes or the
Certificateholders. An amendment described above shall be deemed not to
adversely affect in any material respect the interests of any Certificateholder
or Owner of a Note if (i) an opinion of counsel is obtained to such effect or
(ii) the party requesting the amendment satisfies the Rating Agency Condition
with respect to such amendment.

SECTION 11.2 Amendments With Consent of Certificateholders. This
Agreement may be amended from time to time by the Depositor and the Owner
Trustee with the consent of the Note Insurer and more than a majority in
Percentage Interests of the Certificates for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement, or of modifying in any manner the rights of the
Certificateholders; provided, however, that no such amendment shall (a)
increase or reduce in any manner the amount of, or accelerate or delay the
timing of, collections of payments on Home Equity Loans or distributions that
shall be made for the benefit of the Certificateholders or (b) reduce the

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aforesaid percentage required to consent to any such amendment, without the
consent of the Holders of all of the Certificates then outstanding.

SECTION 11.3 Form of Amendments.

(a) Promptly after the execution of any amendment,
supplement or consent pursuant to Section 11.1 or 11.2, The Owner Trustee shall
furnish written notification of the substance of such amendment or consent to
each Certificateholder, the Indenture Trustee, the Note Insurer and each Rating
Agency.

(b) It shall not be necessary for the consent of the
Certificateholders, pursuant to Section 11.2 to approve the particular form of
any proposed amendment or consent, but it shall be sufficient if such consent
shall approve the substance thereof. The manner of obtaining such consents
(and any other consents of Certificateholders provided for in this Agreement or
in any other Operative Document) and of evidencing the authorization of the
execution thereof by Certificateholders shall be subject to such reasonable
requirements as the Owner Trustee may prescribe.

(c) Promptly after the execution of any amendment to the
Certificate of Trust, the Owner Trustee shall cause the filing of such
amendment with the Secretary of State.

(d) Prior to the execution of any amendment to this
Agreement or the Certificate of Trust, the Owner Trustee shall be entitled to
receive and rely upon an Opinion of Counsel stating that the execution of such
amendment is authorized or permitted by this Agreement and that all conditions
precedent to the execution and delivery of such amendment have been satisfied.
The Owner Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Owner Trustee's own rights, duties or immunities
under this Agreement or otherwise.

SECTION 11.4 No Legal Title to Owner Trust Estate. The
Certificateholders shall not have legal title to any part of the assets of the
Owner Trust Estate. The Certificateholders shall be entitled to receive
distributions with respect to their undivided ownership interest therein only
in accordance with Articles V and IX. No transfer, by operation of law or
otherwise, of any right, title, and interest of the Certificateholders to and
in their ownership interest in the assets of the Trust shall operate to
terminate this Agreement or the trusts hereunder or entitle any transferee to
an accounting or to the transfer to it of legal title to any part of the assets
of the Trust.

SECTION 11.5 Limitations on Rights of Others. Except for Section
2.7, the provisions of this Agreement are solely for the benefit of the Note
Insurer, the Owner Trustee, the Depositor, the Certificateholders and, to the
extent expressly provided herein, the Indenture Trustee and the Owners of the
Notes, and nothing in this Agreement, whether express or implied, shall be
construed to give to any other Person any legal or equitable right, remedy or
claim in the assets of the Trust or under or in respect of this Agreement or
any covenants, conditions or provisions contained herein.

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SECTION 11.6 Notices.

(a) All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by overnight mail, certified mail or registered mail,
postage prepaid, to (i) in the case of the Servicer, c/o Industry Mortgage
Company L.P., 5901 East Fowler Ave., Tampa, Florida 33617-2362, Attention:
Laurie Williams, or such other addresses as may hereafter be furnished to the
Certificateholders in writing by the Servicer, (ii) in the case of the
Depositor, c/o IMC Securities, Inc. 5901 East Fowler Ave., Tampa, Florida
33617-2362, Attention: Laurie Williams, or such other addresses as may
hereafter be furnished to the Certificateholders in writing by the Depositor,
(iii) in the case of the Owner Trustee, Wilmington Trust Company, Rodney Square
North, 1100 N. Market Street, Wilmington, Delaware 19890, Attention: IMC Home
Equity Loan Owner Trust 1997-4, (iv) in the case of the Certificateholders, as
set forth in the Certificate Register, (v) in the case of the Indenture
Trustee, The Chase Manhattan Bank, 450 West 33rd Street, New York, New York
10001, Attention: IMC Home Equity Loan Trust 1997-4, (vi) in the case of
Moody's, 99 Church Street, New York, New York 10007, Attention: Home Equity
Monitoring Group, (vii) in the case of Standard & Poor's, 26 Broadway, New
York, New York 10004, Attention: Residential Mortgage Group, and (viii) in the
case of the Note Insurer, MBIA Insurance Corporation 113 King Street, Armonk,
N.Y. 10504, Attention: IMC Home Equity Loan Trust 1997-4. Any such notices
shall be deemed to be effective with respect to any party hereto upon the
receipt of such notice by such party, except that notices to the
Certificateholders shall be effective upon mailing or personal delivery.

(b) Any notice required or permitted to be given to a
Certificateholder shall be given by first-class mail, postage prepaid, at the
address of such Holder as shown in the Certificate Register. Any notice so
mailed within the time prescribed in this Agreement shall be conclusively
presumed to have been duly given, whether or not the Certificateholder receives
such notice.

SECTION 11.7 Severability. If any one or more of the covenants,
agreements, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions
or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

SECTION 11.8 Counterparts. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument.

SECTION 11.9 Successors and Assigns. All covenants and
agreements contained herein shall be binding upon, and inure to the benefit of,
the Depositor, the Owner Trustee, the Note Insurer and each Certificateholder
and their respective successors and permitted assigns, all as herein provided.
Any request, notice, direction, consent, waiver or other instrument or action
by a Certificateholder shall bind the successors and assigns of such
Certificateholder.

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SECTION 11.10 No Petition Covenant. Notwithstanding any prior
termination of this Agreement, the Trust (or the Owner Trustee on behalf of the
Trust), each Certificateholder and the Indenture Trustee shall not acquiesce,
petition or otherwise invoke or cause the Depositor or the Trust to invoke the
process of any court or governmental authority for the purpose of commencing or
sustaining a case against the Depositor or the Trust under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of the
Depositor or the Trust or any substantial part of its property, or ordering the
winding up or liquidation of the affairs of the Depositor or the Trust.

SECTION 11.11 No Recourse. Each Certificateholder by accepting a
Certificate acknowledges that such Certificateholder's Certificates represent
beneficial interests in the Trust only and do not represent interests in or
obligations of the Depositor, the Servicer, the Owner Trustee, the Indenture
Trustee or any affiliate thereof and no recourse may be had against such
parties or their assets, except as may be expressly set forth or contemplated
in this Agreement, the Certificates or the Operative Documents.

SECTION 11.12 Headings. The headings of the various Articles and
Sections herein are for convenience of reference only and shall not define or
limit any of the terms or provisions hereof.

SECTION 11.13 Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.14 Reserved.

SECTION 11.15 Third-Party Beneficiary. The parties hereto
acknowledge that the Note Insurer is an express third party beneficiary hereof
entitled to enforce the provisions hereunder as if it were actually a party
hereto.

SECTION 11.16 Suspension and Termination of Note Insurer's Rights.
During the continuation of a Note Insurer Default, rights granted or reserved
to the Note Insurer hereunder shall vest instead in the Certificateholders;
provided that the Note Insurer shall be entitled to any distributions in
reimbursement of the Note Insurer Reimbursement Amount, and the Note Insurer
shall retain those rights under Section 11.1 to consent to any amendment of
this Agreement.

At such time as either (i) the Note Principal Balance has been
reduced to zero or (ii) the Insurance Policy has been terminated and in either
case of (i) or (ii) the Note Insurer has been reimbursed for all Insured
Payments and any other amounts owed under the Insurance Policy and the
Insurance Agreement (and the Note Insurer no longer has any obligation under
the Insurance Policy, except for breach thereof by the Note Insurer), then the
rights and benefits granted or reserved to the Note Insurer hereunder
(including the rights to direct certain actions and receive certain notices)
shall terminate and the Certificateholders shall be entitled to the

32
<PAGE> 37

exercise of such rights and to receive such benefits of the Note Insurer
following such termination to the extent that such rights and benefits are
applicable to the Certificateholders.

33
<PAGE> 38
IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed by their respective officers hereunto duly
authorized, as of the day and year first above written.

WILMINGTON TRUST COMPANY
as Owner Trustee

By: /s/ Norma P. Closs
---------------------------------
Name: Norma P. Closs
Title: Vice President

IMC SECURITIES, INC.,
as Depositor

By: /s/ Thomas G. Middleton
---------------------------------
Name: Thomas G. Middleton
Title: President

Acknowledged and Accepted:

INDUSTRY MORTGAGE COMPANY L.P.
as Servicer

By: /s/ Thomas G. Middleton
---------------------------------
Name: Thomas G. Middleton
Title: President

THE CHASE MANHATTAN BANK
as Indenture Trustee

By: /s/ Ann Marie Jose
---------------------------------
Name: Ann Marie Jose
Title: Trust Officer
<PAGE> 39

EXHIBIT A

CERTIFICATE OF TRUST OF
IMC Home Equity Loan Trust 1997-4

THIS Certificate of Trust of IMC Home Equity Loan Owner Trust 1997-4 (the
"Trust") dated as of August 1, 1997, is being duly executed and filed by
Wilmington Trust Company, a Delaware banking corporation, as trustee, to form a
business trust under the Delaware Business Trust Act (12 Del. Code, Section
3801 et seq.).

1.Name. The name of the business trust formed hereby is IMC Home Equity Loan
Owner Trust 1997-4.

2.Delaware Trustee. The name and business address of the trustee of the Trust
in the State of Delaware is Rodney Square North, 1100 N. Market Street,
Wilmington, Delaware 19890, Attention: IMC Home Equity Loan Owner Trust
1997-4.

3.This Certificate of Trust shall be effective as of its filing.

IN WITNESS WHEREOF, the undersigned, being the sole trustee of the Trust, has
executed this Certificate of Trust as of the date first above written.

Wilmington Trust Company,
not in its individual capacity
but solely as Owner Trustee

By:
-----------------------------
Name:
Title:

<PAGE> 40

EXHIBIT B-1
TO THE TRUST AGREEMENT

(FORM OF CERTIFICATE)

THE EQUITY INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR
INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OR (INCLUDING PLEDGED) BY THE
HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN
THE MEANING OR RULE 3A-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED
(INCLUDING BUT NOT LIMITED TO, INDUSTRY MORTGAGE COMPANY, L.P. AND IMC
SECURITIES, INC.) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS
EQUITY INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS.

NO TRANSFER OF THIS CERTIFICATE OR ANY BENEFICIAL INTEREST THEREIN SHALL BE
MADE TO ANY PERSON UNLESS THE OWNER TRUSTEE HAS RECEIVED EITHER

(A) A CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT SUCH
TRANSFEREE (1) IS NOT AN "EMPLOYEE BENEFIT PLAN" WITHIN THE
MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR A "PLAN" WITHIN
THE MEANING OF SECTION 4975(E)(1) OF THE CODE (ANY SUCH PLAN
OR EMPLOYEE BENEFIT PLAN, A "PLAN") AND IS NOT DIRECTLY OR
INDIRECTLY PURCHASING SUCH CERTIFICATE ON BEHALF OF, AS
INVESTMENT MANAGER OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
OR WITH ASSETS OF A PLAN, OR (2) EITHER (I) SUCH TRANSFEREE IS
ACQUIRING THE CERTIFICATE FOR ITS OWN ACCOUNT AND NO PART OF
THE ASSETS USED TO ACQUIRE THE CERTIFICATE CONSTITUTES ASSETS
OF A PLAN, OR (II) THE SOURCE OF FUNDS TO BE USED TO ACQUIRE
SUCH CERTIFICATE IS AN "INSURANCE COMPANY GENERAL ACCOUNT,"
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, 60 FED. REG.

<PAGE> 41

35925 (JULY 12, 1995) (THE "EXEMPTION"), AND THERE IS NO PLAN
WITH RESPECT TO WHICH THE AMOUNT OF SUCH GENERAL ACCOUNT'S
RESERVES FOR THE CONTRACT(S) HELD BY OR ON BEHALF OF SUCH PLAN
(DETERMINED UNDER SECTION 807(d) OF THE CODE), TOGETHER WITH
THE AMOUNT OF THE RESERVES OF THE CONTRACT(S) HELD BY OR ON
BEHALF OF ANY OTHER PLANS (DETERMINED UNDER SECTION 807(d) OF
THE CODE) MAINTAINED BY THE SAME EMPLOYER (OR AN AFFILIATE
THEREOF AS DEFINED IN SECTION V(A)(1) OF THE EXEMPTION) OR BY
THE SAME EMPLOYEE ORGANIZATION, EXCEED 10% OF THE TOTAL OF ALL
LIABILITIES OF SUCH GENERAL ACCOUNT; OR

(B) AN OPINION OF COUNSEL ACCEPTABLE TO SUCH PERSONS THAT (A) THE
PROPOSED ISSUANCE OR TRANSFER OF THE CERTIFICATE TO SUCH
TRANSFEREE WILL NOT CAUSE ANY ASSETS OF THE TRUST TO BE DEEMED
ASSETS OF A PLAN, OR (B) THE PROPOSED ISSUANCE OR TRANSFER OF
THE CERTIFICATE WILL NOT CAUSE THE OWNER TRUSTEE OR THE
CERTIFICATE REGISTRAR OR ANY OF THEIR RESPECTIVE SUCCESSORS TO
BE A FIDUCIARY OF A PLAN WITHIN THE MEANING OF SECTION 3(21)
OF ERISA AND WILL NOT GIVE RISE TO A TRANSACTION DESCRIBED IN
SECTION 406 OF ERISA OR SECTION 4975(c)(1) OF THE CODE FOR
WHICH A STATUTORY OR ADMINISTRATIVE EXEMPTION IS UNAVAILABLE.

THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF UNLESS,
PRIOR TO SUCH DISPOSITION, THE PROPOSED TRANSFEREE DELIVERS TO THE OWNER
TRUSTEE AND THE CERTIFICATE REGISTRAR A CERTIFICATE STATING THAT SUCH
TRANSFEREE (A) AGREES TO BE BOUND BY AND TO ABIDE BY THE TRANSFER RESTRICTIONS
APPLICABLE TO THIS CERTIFICATE; (B) IS NOT AN ENTITY THAT WILL HOLD THIS
CERTIFICATE AS NOMINEE TO FACILITATE THE CLEARANCE AND SETTLEMENT OF SUCH
SECURITY THROUGH THIS CERTIFICATE MAY NOT BE PURCHASED BY OR TRANSFERRED TO ANY
PERSON THAT IS A NON-U.S. PERSON. THE TERM "NON-U.S. PERSON" MEANS A PERSON
WHO IS NOT ONE OF THE FOLLOWING: A CITIZEN OR RESIDENT OF THE UNITED STATES, A
CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN OR UNDER THE
LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF, AN ESTATE THAT
IS SUBJECT TO U.S. FEDERAL INCOME TAX REGARDLESS OF THE SOURCE OF ITS INCOME OR
A TRUST IF (I) A COURT IN THE UNITED STATES IS ABLE TO EXERCISE PRIMARY
SUPERVISION OVER THE ADMINISTRATION OF THE TRUST AND (II) ONE OR MORE UNITED
STATES FIDUCIARIES HAVE THE AUTHORITY TO CONTROL ALL SUBSTANTIAL DECISIONS OF
THE TRUST.

37
<PAGE> 42

IMC HOME EQUITY LOAN OWNER TRUST 1997-4

CERTIFICATE

No. 0001

THIS CERTIFIES THAT Industry Mortgage Company, L.P. (the "Owner") is
the registered owner of a 99% Percentage Interest in IMC Home Equity Loan Owner
Trust 1997-4 (the "Trust") existing under the laws of the State of Delaware and
created pursuant to the Owner Trust Agreement, dated as of August 1, 1997 (the
"Trust Agreement"), between IMC Securities, Inc., as Depositor, and Wilmington
Trust Company, in its individual capacity and in its fiduciary capacity as
owner trustee under the Trust Agreement (the "Owner Trustee"). Capitalized
terms used but not otherwise defined herein have the meanings assigned to such
terms in the Trust Agreement. The Owner Trustee, on behalf of the Issuer and
not in its individual capacity, has executed this Certificate by one of its
duly authorized signatories as set forth below. This Certificate is one of the
Certificates referred to in the Trust Agreement and is issued under and is
subject to the terms, provisions and conditions of the Trust Agreement to which
the holder of this Certificate by virtue of the acceptance hereof agrees and by
which the holder hereof is bound. Reference is hereby made to the Trust
Agreement for the rights of the holder of this Certificate, as well as for the
terms and conditions of the Trust created by the Trust Agreement.

The holder, by its acceptance hereof, agrees not to transfer this
Certificate except in accordance with terms and provisions of the Agreement.

THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED
IN ACCORDANCE WITH SUCH LAWS.

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not
in its individual capacity, has caused this Certificate to be duly executed.

IMC HOME EQUITY LOAN OWNER TRUST 1997-4

By: Wilmington Trust Company, not in
its individual capacity but solely
as Owner Trustee under the Trust
Agreement

By:
---------------------------------------
Authorized Signatory

Dated: August 21, 1997

38
<PAGE> 43

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned
Agreement.

WILMINGTON TRUST COMPANY
as Owner Trustee

By:
------------------------------------
Authorized Signatory

<PAGE> 44

ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

______________________________________________________________________________
(Please print or type name and address, including postal zip code, of assignee)

______________________________________________________________________________
the within Instrument, and all rights thereunder, hereby irrevocably
constituting and appointing

______________________________________________________________ Attorney to
transfer said Instrument on the books of the Certificate Registrar, with full
power of substitution in the premises.

Dated:
---------------------

*/
------------------------------------------

Signature Guaranteed:

*/
------------------------------------------

NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Instrument in every particular,
without alteration, enlargement or any change whatever. Such
signature must be guaranteed by a member firm of the New York Stock
Exchange or a commercial bank or trust company.

40
<PAGE> 45

EXHIBIT B-2
TO THE TRUST AGREEMENT

(FORM OF CERTIFICATE ISSUED TO THE DEPOSITOR)

THE EQUITY INTEREST IN THE TRUST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN
AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE MAY BE DIRECTLY OR
INDIRECTLY OFFERED OR SOLD OR OTHERWISE DISPOSED OF (INCLUDING PLEDGED) BY THE
HOLDER HEREOF ONLY TO (I) A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE
144A UNDER THE ACT, IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT PURSUANT TO RULE 144A OR (II) A PERSON INVOLVED IN THE
ORGANIZATION OR OPERATION OF THE TRUST OR AN AFFILIATE OF SUCH A PERSON WITHIN
THE MEANING OF RULE 3A-7 OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED
(INCLUDING, BUT NOT LIMITED TO, INDUSTRY MORTGAGE COMPANY, L.P. AND IMC
SECURITIES, INC.) IN A TRANSACTION THAT IS REGISTERED UNDER THE ACT AND
APPLICABLE STATE SECURITIES LAWS OR THAT IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND SUCH LAWS. NO PERSON IS OBLIGATED TO REGISTER THIS
RESIDUAL INTEREST UNDER THE ACT OR ANY STATE SECURITIES LAWS.

THIS CERTIFICATE IS NONTRANSFERABLE. NOTWITHSTANDING ANYTHING HEREIN OR IN THE
TRUST AGREEMENT TO THE CONTRARY, ANY ATTEMPTED TRANSFER OF THIS CERTIFICATE
SHALL BE NULL AND VOID FOR ALL PURPOSES.

IMC HOME EQUITY LOAN OWNER TRUST 1997-4

CERTIFICATE

No. 0002

THIS CERTIFIES THAT IMC SECURITIES, INC. (the "Owner") is the
registered owner of a 1% Percentage Interest of the IMC Home Equity Loan Owner
Trust 1997-4 (the "Trust") existing under the laws of the State of Delaware and
created pursuant to the Trust Agreement, dated as of August 1, 1997 (the "Trust
Agreement") between IMC Securities, inc., as Depositor and Wilmington Trust
Company, not in its individual capacity but solely in its fiduciary capacity
as owner trustee under the Trust Agreement (the "Owner Trustee"). Capitalized
terms used but not otherwise defined herein have the meanings assigned to them
in the Trust Agreement. The Owner Trustee, on behalf of the Issuer and not in
its individual capacity, has executed this Certificate by one of its duly
authorized signatories as set forth

1
<PAGE> 46

below. This Certificate is one of the Certificates referred to in the Trust
Agreement and is issued under and is subject to the terms, provisions and
conditions of the Trust Agreement to which the holder of this Certificate by
virtue of acceptance hereof agrees and by which the holder hereof is bound.
Reference is hereby made to the trust Agreement for the rights of the holder of
this Certificate, as well as for the terms and conditions of the Trust created
by the Trust Agreement.

The holder, by its acceptance Certificate hereof, agrees not to
transfer this Certificate.

IN WITNESS WHEREOF, the Owner Trustee, on behalf of the trust and not
in its individual capacity, has caused this Certificate to be duly executed.

IMC HOME EQUITY LOAN OWNER TRUST 1997-4

By: Wilmington Trust Company, not in
its individual capacity but solely
as Owner Trustee under the Trust
Agreement

By:
---------------------------------------
Authorized Signatory

DATED: August 21, 1997

2
<PAGE> 47

CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within-mentioned
Agreement.

By:
------------------------------------
Authenticating Agent

<PAGE> 1
EXHIBIT 10.1

LOAN SALE AGREEMENT

This LOAN SALE AGREEMENT dated as of August 1, 1997 (the "Agreement"),
is made and entered into by and between IMC SECURITIES, INC., as purchaser
(together with its successors and assigns, being referred to herein as the
"Depositor") and INDUSTRY MORTGAGE COMPANY, L.P., as seller (together with its
successors and assigns, being referred to herein as the "Seller").

W I T N E S S E T H:

WHEREAS, the Seller is engaged in the business of originating,
purchasing and servicing home equity loans secured by first and second lien
mortgages and deeds of trust on residential property;

WHEREAS, the Seller desires to sell to the Depositor and the Depositor
desires to purchase from the Seller on a whole loan basis the Home Equity Loans
and all monies due and to become due thereunder after August 1, 1997;

WHEREAS, the Depositor intends to transfer the Home Equity Loans to
IMC Home Equity Loan Owner Trust 1997-4 (the "Trust") in order to facilitate
the issuance by the Trust of a series of asset backed notes (the "Notes");

NOW, THEREFORE, in consideration of these premises and of the mutual
agreements herein set forth, the Depositor and the Seller each agree as
follows:

SECTION 1. Representations and Warranties.

The Seller hereby represents, warrants and covenants to the Depositor
that as of the Closing Date:

(i) The information with respect to each Home
Equity Loan set forth in the Schedule of Home Equity Loans is true and
correct as of the Cut-Off Date;

(ii) All the original or certified documentation
set forth in Section 2.05 of the Sale and Servicing Agreement,
dated as of August 1, 1997 (the "Sale and Servicing Agreement"), by
and between the Seller, the Servicer, the Depositor, the Trust, as
Issuer and The Chase Manhattan Bank, as Indenture Trustee (including
all material documents related thereto) with respect to each Home
Equity Loan has been or will be delivered to the Custodian (on behalf
of the Depositor) on the Closing Date or as otherwise provided in
Section 2.05 of the Sale and Servicing Agreement;

(iii) Each Home Equity Loan being transferred to
the Depositor is secured by a Mortgage;

(iv) Each Property is improved by a single
(one-to-four) family residential dwelling (except for 3.46% of
the Home Equity Loans in the amount of $19,930,847), that are
condominiums, planned unit developments, townhouses, manufactured
housing or multifamily residential, provided that no more than 0.21%
of the Properties are secured by manufactured homes, each of which is
considered to be real property under the applicable local law;

(v) As of the Cut-Off Date, no Home Equity Loan
has a Loan-to-Value Ratio in excess of 85%, except for 424 Home
Equity Loans in the amount of $49,667,324 that had a Loan-to-Value
Ratio not greater than 100%;

(vi) Each Home Equity Loan is being serviced by
the Servicer in accordance with the terms of the Sale and Servicing
Agreement;
<PAGE> 2
(vii) The Mortgage Note related to each Home Equity
Loan bears a current Coupon Rate of at least 5.50% per annum;

(viii) Each Mortgage Note with respect to the Home
Equity Loans will provide for a schedule of substantially level and
equal Monthly Payments which are sufficient to amortize fully the
principal balance of such Mortgage Note on or before its maturity
date, except for 6 Home Equity Loans in the amount of $944,225
representing 0.16% of the aggregate Loan Balance of the Home Equity
Loans as of the Cut-Off Date, which may provide for a "balloon"
payment due at the end of the 15th year (except for 1 Home Equity Loan
in the amount of $92,144, which provides for a "balloon" payment at
the end of the 20th year;

(ix) As of the Closing Date, each Mortgage is a
valid and subsisting first or second lien of record (or is in the
process of being recorded) on the Property as noted on Schedule I to
the Sale and Servicing Agreement subject in the case of any Second
Mortgage Loan only to a Senior Lien on such Property and subject in
all cases to the exceptions to title set forth in the title insurance
policy or attorney's opinion of title, with respect to the related
Home Equity Loan, which exceptions are generally acceptable to banking
institutions in connection with their regular mortgage lending
activities, and such other exceptions to which similar properties are
commonly subject and which do not individually, or in the aggregate,
materially and adversely affect the benefits of the security intended
to be provided by such Mortgage;

(x) Immediately prior to the transfer and
assignment of the Home Equity Loans by the Seller to the Depositor
herein contemplated, the Seller held good and indefeasible title to,
and was the sole owner of, each Home Equity Loan (including the
related Mortgage Note) conveyed by the Seller subject to no liens,
charges, mortgages, encumbrances or rights of others except as set
forth in clause (ix) or other liens which will be released
simultaneously with such transfer and assignment; and immediately upon
the transfer and assignment herein contemplated, the Depositor will
hold good and indefeasible title to, and be the sole owner of, each
Home Equity Loan subject to no liens, charges, mortgages, encumbrances
or rights of others except as set forth in paragraph (ix) or other
liens which will be released simultaneously with such transfer and
assignment and except for the lien of the Indenture;

(xi) As of the opening of business on the Cut-Off
Date, no Home Equity Loan is 30 days or more Delinquent except that
there are 259 Home Equity Loans with an outstanding aggregate Loan
Balance of $22,461,127 that are 30 or more days Delinquent but not
more than 59 days Delinquent, and there are 12 Home Equity Loans with
an outstanding aggregate Loan Balance of $1,306,886 that are 60 or
more days Delinquent but not more than 89 days Delinquent;

(xii) There is no delinquent tax or assessment lien
on any Property, and each Property is free of substantial damage and
is in good repair;

(xiii) There is no valid and enforceable offset,
defense or counterclaim to any Mortgage Note or Mortgage, including
the obligation of the related Mortgagor to pay the unpaid principal of
or interest on such Mortgage Note;

(xiv) There is no mechanics' lien or claim for
work, labor or material affecting any Property which is or may be a
lien prior to, or equal with, the lien of the related Mortgage except
those which are insured against by any title insurance policy referred
to in paragraph (xvi) below;

(xv) Each Home Equity Loan at the time it was made
complied in all material respects with applicable state and federal
laws and regulations, including, without limitation, the federal

2
<PAGE> 3
Truth-in-Lending Act (as amended by the Riegle Community Development
and Regulatory Improvement Act of 1994) and other consumer protection
laws, usury, equal credit opportunity, disclosure and recording laws;

(xvi) With respect to each Home Equity Loan either
(a) an attorney's opinion of title has been obtained but no lender's
title insurance policy has been obtained, or (b) a lender's title
insurance policy, issued in standard American Land Title Association
form by a title insurance company authorized to transact business in
the state in which the related Property is situated, in an amount at
least equal to the original balance of such Home Equity Loan together,
in the case of a Second Mortgage Loan, with the then-original
principal amount of the mortgage note relating to the Senior Lien,
insuring the mortgagee's interest under the related Home Equity Loan
as the holder of a valid first or second mortgage lien of record on
the real property described in the related Mortgage, as the case may
be, subject only to exceptions of the character referred to in
paragraph (ix) above, was effective on the date of the origination of
such Home Equity Loan, and, as of the Closing Date, such policy is
valid and thereafter such policy shall continue in full force and
effect (provided that an attorney's opinion of title without a
lender's title insurance policy has been obtained with respect to no
more than 2% of the Original Aggregate Loan Balance);

(xvii) The improvements upon each Property are
covered by a valid and existing hazard insurance policy with a carrier
generally acceptable to the Servicer that provides for fire and
extended coverage representing coverage not less than the least of (A)
the outstanding principal balance of the related Home Equity Loan
(together, in the case of a Second Mortgage Loan, with the outstanding
principal balance of the Senior Lien), (B) the minimum amount required
to compensate for damage or loss on a replacement cost basis or (C)
the full insurable value of the Property;

(xviii) If any Property is in an area identified in
the Federal Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy in a form
meeting the requirements of the current guidelines of the Flood
Insurance Administration is in effect with respect to such Property
with a carrier generally acceptable to the Servicer in an amount
representing coverage not less than the least of (A) the outstanding
principal balance of the related Home Equity Loan (together, in the
case of a Second Mortgage Loan, with the outstanding principal balance
of the Senior Lien), (B) the minimum amount required to compensate for
damage or loss on a replacement cost basis or (C) the maximum amount
of insurance that is available under the Flood Disaster Protection Act
of 1973;

(xix) Each Mortgage and Mortgage Note are the
legal, valid and binding obligation of the maker thereof and are
enforceable in accordance with their terms, except only as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity
(whether considered in a proceeding or action in equity or at law),
and all parties to each Home Equity Loan had full legal capacity to
execute all documents relating to such Home Equity Loan and convey the
estate therein purported to be conveyed;

(xx) The Seller has caused and will cause to be
performed any and all acts required to be performed to preserve the
rights and remedies of the Indenture Trustee in any Insurance Policies
applicable to any Home Equity Loans delivered by the Seller including,
without limitation, any necessary notifications of insurers,
assignments of policies or interests therein, and establishments of
co-insured, joint loss payee and mortgagee rights in favor of the
Depositor;

3
<PAGE> 4
(xxi) As of the Closing Date, no more than 0.32% of
the aggregate Loan Balance of the Home Equity Loans will be secured by
Properties located within any single zip code area;

(xxii) Each original Mortgage was recorded or is in
the process of being recorded, and all subsequent assignments of the
original Mortgage have been delivered for recordation or have been
recorded in the appropriate jurisdictions wherein such recordation is
necessary to perfect the lien thereof as against creditors of or
purchasers from the Seller (or, subject to Section 2.05 of the Sale
and Servicing Agreement, are in the process of being recorded); each
Mortgage and assignment of Mortgage is in recordable form and is
acceptable for recording under the laws of the jurisdiction in which
the property securing such Mortgage is located;

(xxiii) The terms of each Mortgage Note and each
Mortgage have not been impaired, altered or modified in any respect,
except by a written instrument which has been recorded, if necessary,
to protect the interest of the Owners and the Note Insurer and which
has been delivered to the Depositor. The substance of any such
alteration or modification is reflected on the related Schedule of
Home Equity Loans;

(xxiv) The proceeds of each Home Equity Loan have
been fully disbursed, and there is no obligation on the part of the
mortgagee to make future advances thereunder. Any and all
requirements as to completion of any on-site or off-site improvements
and as to disbursements of any escrow funds therefor have been
complied with. All costs, fees and expenses incurred in making or
closing or recording such Home Equity Loans were paid;

(xxv) The related Mortgage Note is not and has not
been secured by any collateral, pledged account or other security
except the lien of the corresponding Mortgage;

(xxvi) No Home Equity Loan has a shared appreciation
feature, or other contingent interest feature;

(xxvii) Each Property is located in the state
identified in the respective Schedule of Home Equity Loans and
consists of one or more parcels of real property with a residential
dwelling erected thereon;

(xxviii) Each Mortgage contains a provision for the
acceleration of the payment of the unpaid principal balance of the
related Home Equity Loan in the event the related Property is sold
without the prior consent of the mortgagee thereunder;

(xxix) Any advances made after the date of
origination of a Home Equity Loan but prior to the Cut-Off Date have
been consolidated with the outstanding principal amount secured by the
related Mortgage, and the secured principal amount, as consolidated,
bears a single interest rate and single repayment term reflected on
the Schedule of Home Equity Loans. The consolidated principal amount
does not exceed the original principal amount of the related Home
Equity Loan. No Mortgage Note permits or obligates the Servicer to
make future advances to the related Mortgagor at the option of the
Mortgagor;

(xxx) There is no proceeding pending or threatened
for the total or partial condemnation of any Property, nor is such a
proceeding currently occurring, and each Property is undamaged by
waste, fire, water, flood, earthquake or earth movement;

(xxxi) All of the improvements which were included
for the purposes of determining the Appraised Value of any Property
lie wholly within the boundaries and building restriction lines of
such Property, and no improvements on adjoining properties encroach
upon such Property, and are stated in the title insurance policy and
affirmatively insured;

4
<PAGE> 5
(xxxii) No improvement located on or being part of any
Property is in violation of any applicable zoning law or regulation.
All inspections, licenses and certificates required to be made or
issued with respect to all occupied portions of each Property and,
with respect to the use and occupancy of the same, including but not
limited to certificates of occupancy and fire underwriting
certificates, have been made or obtained from the appropriate
authorities and such Property is lawfully occupied under the
applicable law;

(xxxiii) With respect to each Mortgage constituting
a deed of trust, a trustee, duly qualified under applicable law to
serve as such, has been properly designated and currently so serves
and is named in such Mortgage, and no fees or expenses are or will
become payable by the Depositor to the trustee under the deed of
trust, except in connection with a trustee's sale after default by the
related Mortgagor;

(xxxiv) Each Mortgage contains customary and
enforceable provisions which render the rights and remedies of the
holder thereof adequate for the realization against the related
Property of the benefits of the security, including (A) in the case of
a Mortgage designated as a deed of trust, by trustee's sale and (B)
otherwise by judicial foreclosure. There is no homestead or other
exemption other than any applicable Mortgagor redemption rights
available to the related Mortgagor which would materially interfere
with the right to sell the related Property at a trustee's sale or the
right to foreclose the related Mortgage;

(xxxv) Other than with respect to the Delinquencies
noted in item (xi) hereof, there is no default, breach, violation or
event of acceleration existing under any Mortgage or the related
Mortgage Note and no event which, with the passage of time or with
notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration; and
neither the Servicer nor the Seller has waived any default, breach,
violation or event of acceleration;

(xxxvi) No instrument of release or waiver has been
executed in connection with any Home Equity Loan, and no Mortgagor has
been released, in whole or in part, except in connection with an
assumption agreement which has been approved by the primary mortgage
guaranty insurer, if any, and which has been delivered to the
Depositor;

(xxxvii) The maturity date of each Home Equity Loan
that is a second lien is at least twelve months prior to the maturity
date of the related first home equity loan if such first home equity
loan provides for a balloon payment;

(xxxviii) Each Home Equity Loan was underwritten in
accordance with the credit underwriting guidelines of the Seller as
set forth in the Seller's Policies and Procedures Manual, as in effect
on the date hereof and such Manual conforms in all material respects
to the description thereof set forth in the Prospectus Supplement;

(xxxix) Each Home Equity Loan was originated based
upon a full appraisal, which included an interior inspection of the
subject property;

(xl) The Home Equity Loans were not selected for
sale to the Depositor by the Seller on any basis intended to adversely
affect the Depositor;

(xli) No more than 6.75% of the aggregate Loan
Balance of the Home Equity Loans are secured by Properties that are
non-owner occupied Properties (i.e., investor-owned and vacation);

(xlii) The Seller has no actual knowledge that there
exist any hazardous substances, hazard wastes or solid wastes, as such
terms are defined in the Comprehensive Environmental

5
<PAGE> 6
Response Compensation and Liability Act, the Resource Conservation and
Recovery Act of 1976, or other federal, state or local environmental
legislation on any Property;

(xliii) The Seller was properly licensed or otherwise
authorized, to the extent required by applicable law, to originate or
purchase each Home Equity Loan; and the consummation of the
transactions herein contemplated including, without limitation, the
ownership of the Home Equity Loans by the Seller will not violate such
laws;

(xliv) With respect to each Property subject to a
ground lease (i) the current ground lessor has been identified and all
ground rents which have previously become due and owing have been
paid; (ii) the ground lease term extends, or is automatically
renewable, for at least five years beyond the maturity date of the
related Home Equity Loan; (iii) the ground lease has been duly
executed and recorded; (iv) the amount of the ground rent and any
increases therein are clearly identified in the lease and are for
predetermined amounts at predetermined times; (v) the ground rent
payment is included in the borrower's monthly payment as an expense
item in determining the qualification of the borrower for such Home
Equity Loan; (vi) the Depositor has the right to cure defaults on the
ground lease; and (vii) the terms and conditions of the leasehold do
not prevent the free and absolute marketability of the Property. As
of the Cut-Off Date, the Loan Balance of the Home Equity Loans with
related Properties subject to ground leases does not exceed 1% of the
Original Aggregate Loan Balance;

(xlv) As of the Closing Date, with respect to each
Home Equity Loan that is a second lien the Seller has not received a
notice of default of any First Mortgage Loan secured by any Property
which has not been cured by a party other than the Seller;

(xlvi) No Home Equity Loan is subject to a temporary
rate reduction pursuant to a buydown program;

(xlvii) No more than 2.55% of the aggregate Loan
Balance of the Home Equity Loans was originated under the Seller's
non-income verification program;

(xlviii) The Coupon Rate on each Home Equity Loan is
calculated on the basis of a year of 360 days with twelve 30-day
months;

(xlix) Neither the operation of any of the terms of
each Mortgage Note and each Mortgage nor the exercise of any right
thereunder will render either the Mortgage Note or the Mortgage
unenforceable, in whole or in part, nor subject it to any right of
rescission, set-off, counterclaim or defense, including, without
limitation, the defense of usury;

(l) Any adjustment to the Coupon Rate on a Home
Equity Loan has been legal, proper and in accordance with the terms of
the related Mortgage Note;

(li) No Home Equity Loan is subject to negative
amortization; and

(lii) As of the Cut-Off Date, the FTC holder
regulation provided in 16 C.F.R. Part 433 applies to none of the Home
Equity Loans.

SECTION 2. Purchase and Delivery.

In consideration for the sale and transfer of the Home Equity Loans to
the Depositor by the Seller, and upon transfer of such Home Equity Loans to the
Depositor or the Depositor's designee from the Seller on the date hereof with
respect to the Home Equity Loans, the Depositor shall pay or cause to be paid
to the Seller good and valuable consideration, (the "Purchase Price") including
(without limitation) (a) the net proceeds of the sale of the Notes and (b)
certain residual classes of securities

6
<PAGE> 7
subordinate to the Notes. The transfer of funds from the Depositor to the
Seller for the Purchase Price for all Home Equity Loans purchased shall be made
by wire transfer of immediately available funds to the bank account designated
by the Seller.

On the date hereof with respect to the Home Equity Loans, the Seller
shall transfer, assign and convey to the Depositor all of the Seller's right,
title and interest in and to each Home Equity Loan and the related File, free
and clear of any adverse claims, rights or interests therein. The Seller
shall, or shall cause its agent to, deliver to the Depositor or the Depositor's
designee the related File.

SECTION 3. Sale Treatment.

It is the express intent of the parties hereto that the conveyance of
the Home Equity Loans by the Seller to the Depositor, as contemplated by this
Agreement be and be treated as an absolute transfer and conveyance of all of
the Seller's right, title, ownership and other interest in the Home Equity
Loans. In the event that, notwithstanding the intent of the parties, the Home
Equity Loans are held by a court to be the property of the Seller, then (i)
this Agreement shall be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the applicable Uniform Commercial Code; (ii) the transfer
of the Home Equity Loans provided for herein shall be deemed to be a grant by
the Seller to the Depositor of a security interest (and/or an assignment of any
security interest that the Seller may hold) in all of the Seller's right,
title, ownership and other interest in and to the Home Equity Loans and all
amounts payable to the holders of the Home Equity Loans in accordance with the
terms thereof and all proceeds of the conversion, voluntary or involuntary, of
the foregoing into cash, instruments, securities or other property, to the
extent the Depositor would otherwise be entitled to own such Home Equity Loans
and proceeds thereof; (iii) the possession by the Depositor or the Custodian on
behalf of the Indenture Trustee of the Mortgage Note and such other items of
property as constitute instruments, money, negotiable documents or chattel
paper shall be deemed to be "possession by the secured party" for purposes of
perfecting the security interest pursuant to Section 9-305 (or comparable
provision) of the applicable Uniform Commercial Code; and (iv) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, financial intermediaries,
bailees or agents (as applicable) of the Depositor for the purpose of
perfecting such security interest under applicable law. Any assignment of the
interest of the Depositor pursuant to any provision hereof or pursuant to the
Sale and Servicing Agreement shall also be deemed to be an assignment of any
security interest created hereby. The Seller and the Depositor shall, to the
extent consistent with this Agreement, take such actions as may be reasonably
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Home Equity Loans, such security interest would be deemed to be
a perfected first priority security interest under applicable law and will be
maintained as such throughout the term of the Sale and Servicing Agreement.

SECTION 4. Binding Effect.

This Loan Sale Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Depositor and the Seller.

SECTION 5. Governing Law.

This Loan Sale Agreement shall be governed by and construed under the
laws of the State of New York, without regard to the conflict of laws
provisions thereof.

SECTION 6. Capitalized Terms.

7
<PAGE> 8
Capitalized terms used and not otherwise defined herein have the
meanings assigned to them in the Sale and Servicing Agreement.

SECTION 7. Counterparts.

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

SECTION 8. Third-Party Beneficiary.

The Seller and the Depositor each agree that MBIA Insurance
Corporation and The Chase Manhattan Bank, as Indenture Trustee, shall be deemed
to be third-party beneficiaries of this Loan Sale Agreement as if they were
each a party hereto.

8
<PAGE> 9
IN WITNESS WHEREOF, the undersigned have executed this Loan Sale
Agreement as of the 1st day of August, 1997.

INDUSTRY MORTGAGE COMPANY, L.P., as Seller

By: /s/ Thomas G. Middleton
------------------------------
Thomas G. Middleton, President

IMC SECURITIES, INC., as Depositor

By: /s/ Thomas G. Middleton
------------------------------
Thomas G. Middleton, President

<PAGE> 1
EXHIBIT 10.2

SALE AND SERVICING AGREEMENT

Dated as of August 1, 1997

Among

IMC HOME EQUITY LOAN OWNER TRUST 1997-4,
as Issuer,

IMC SECURITIES, INC.
as Depositor,

INDUSTRY MORTGAGE COMPANY, L.P.,
as Seller and Servicer

and

THE CHASE MANHATTAN BANK
as Indenture Trustee

IMC HOME EQUITY LOAN OWNER TRUST 1997-4
ADJUSTABLE RATE HOME EQUITY LOAN ASSET BACKED NOTES, SERIES 1997-4
<PAGE> 2
CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C> <C>
ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION . . . . . . . . . . . . 1
Section 1.01 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
-----------
Section 1.02 Use of Words and Phrases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
------------------------
Section 1.03 Captions; Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
---------------------------
Section 1.04 Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
--------

ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE DEPOSITOR, THE SERVICER AND THE SELLER;
COVENANT OF DEPOSITOR TO CONVEY HOME EQUITY LOANS . . . . . . . . 18
Section 2.01 Representations and Warranties of the Depositor . . . . . . . . . . . . . . . . . . 18
-----------------------------------------------
Section 2.02 Representations and Warranties of the Servicer . . . . . . . . . . . . . . . . . . 20
----------------------------------------------
Section 2.03 Representations and Warranties of the Seller . . . . . . . . . . . . . . . . . . . 22
--------------------------------------------
Section 2.04 Covenants of Seller to Take Certain Actions with Respect to the Home
---------------------------------------------------------------------
Equity Loans in Certain Situations . . . . . . . . . . . . . . . . . . . . . . . . 25
----------------------------------
Section 2.05 Conveyance of the Home Equity Loans and Qualified Replacement Mortgages . . . . . . 32
-----------------------------------------------------------------------
Section 2.06 Acceptance by Indenture Trustee; Certain Substitutions of Home Equity Loans;
-----------------------------------------------------------------------------
Certification by Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . 35
----------------------------------
Section 2.07 Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
--------
Section 2.08 Custodian. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
---------
Section 2.09 Books and Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
-----------------

ARTICLE III
ACCOUNTS, DISBURSEMENTS AND RELEASES . . . . . . . . . . . . 38
Section 3.01 Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
--------
Section 3.02 Establishment of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
-------------------------
Section 3.03 Flow of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
-------------
Section 3.04 Reserved . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
--------
Section 3.05 Investment of Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
----------------------
Section 3.06 Payment of Trust Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
-------------------------
Section 3.07 Eligible Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
--------------------
Section 3.08 Accounting and Directions by Indenture Trustee . . . . . . . . . . . . . . . . . . 43
----------------------------------------------
Section 3.09 Reports by Indenture Trustee to Owners and Note Insurer . . . . . . . . . . . . . . 43
-------------------------------------------------------
Section 3.10 Reports by Indenture Trustee. . . . . . . . . . . . . . . . . . . . . . . . . . . 45
----------------------------

ARTICLE IV

SERVICING AND ADMINISTRATION
OF HOME EQUITY LOANS . . . . . . . . . . . . . . . . 46
Section 4.01 Servicer and Sub-Servicers . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
--------------------------
Section 4.02 Collection of Certain Home Equity Loan Payments . . . . . . . . . . . . . . . . . . 47
-----------------------------------------------
Section 4.03 Sub-Servicing Agreements Between Servicer and Sub-Servicers . . . . . . . . . . . . 47
-----------------------------------------------------------
Section 4.04 Successor Sub-Servicers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
-----------------------
Section 4.05 Liability of Servicer; Indemnification . . . . . . . . . . . . . . . . . . . . . . 48
--------------------------------------
Section 4.06 No Contractual Relationship Between Sub-Servicer, Indenture Trustee or
-----------------------------------------------------------------------
the Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
----------
</TABLE>

i
<PAGE> 3
<TABLE>
<S> <C> <C>
Section 4.07 Assumption or Termination of Sub-Servicing Agreement by Indenture Trustee . . . . . 49
-------------------------------------------------------------------------
Section 4.08 Principal and Interest Account . . . . . . . . . . . . . . . . . . . . . . . . . . 49
------------------------------
Section 4.09 Delinquency Advances and Servicing Advances . . . . . . . . . . . . . . . . . . . . 51
-------------------------------------------
Section 4.10 Compensating Interest; Repurchase of Home Equity Loans . . . . . . . . . . . . . . 51
------------------------------------------------------
Section 4.11 Maintenance of Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
------------------------
Section 4.12 Due-on-Sale Clauses; Assumption and Substitution Agreements. . . . . . . . . . . . 53
-----------------------------------------------------------
Section 4.13 Realization Upon Defaulted Home Equity Loans; Workout of Home Equity Loans . . . . 53
--------------------------------------------------------------------------
Section 4.14 Indenture Trustee to Cooperate; Release of Files . . . . . . . . . . . . . . . . . 55
------------------------------------------------
Section 4.15 Servicing Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
----------------------
Section 4.16 Annual Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . 56
---------------------------------
Section 4.17 Annual Independent Certified Public Accountants' Reports . . . . . . . . . . . . . 56
--------------------------------------------------------
Section 4.18 Access to Certain Documentation and Information Regarding the Home Equity Loans . . 56
-------------------------------------------------------------------------------
Section 4.19 Assignment of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
-----------------------
Section 4.20 Removal of Servicer; Retention of Servicer; Resignation of Servicer . . . . . . . . 57
-------------------------------------------------------------------
Section 4.21 Inspections by Note Insurer; Errors and Omissions Insurance . . . . . . . . . . . . 60
-----------------------------------------------------------
Section 4.22 Additional Servicing Responsibilities for Second Mortgage Loans . . . . . . . . . . 61
---------------------------------------------------------------
Section 4.23 Adjustable Rate Home Equity Loans . . . . . . . . . . . . . . . . . . . . . . . . . 61
---------------------------------

ARTICLE V
TERMINATION . . . . . . . . . . . . . . . . . . 62
Section 5.01 Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
-----------
Section 5.02 Termination Upon Option of Holders of Certificates . . . . . . . . . . . . . . . . 62
--------------------------------------------------
Section 5.03 Disposition of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
-----------------------

ARTICLE VI

MISCELLANEOUS . . . . . . . . . . . . . . . . . 63
Section 6.01 Acts of Owners. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
--------------
Section 6.02 Recordation of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
------------------------
Section 6.03 Duration of Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
---------------------
Section 6.04 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
----------------------
Section 6.05 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
------------
Section 6.06 Governing Law; Submission to Jurisdiction . . . . . . . . . . . . . . . . . . . . . 63
-----------------------------------------
Section 6.07 Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
------------
Section 6.08 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
---------
Section 6.09 Specification of Certain Tax Matters. . . . . . . . . . . . . . . . . . . . . . . 65
------------------------------------
Section 6.10 The Note Insurer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
----------------
Section 6.11 Third Party Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
------------------
Section 6.12 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
-------
Section 6.13 Benefits of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
---------------------
Section 6.14 Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
--------------
Section 6.15 Usury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
-----
</TABLE>

ii
<PAGE> 4
<TABLE>
<S> <C> <C>
ARTICLE VII

CERTAIN MATTERS REGARDING THE NOTE INSURER . . . . . . . . . . 69
Section 7.01 Trust Estate and Accounts Held for Benefit of the Note Insurer . . . . . . . . . . 69
--------------------------------------------------------------
Section 7.02 Claims Upon the Policy; Policy Payments Account . . . . . . . . . . . . . . . . . . 69
-----------------------------------------------
Section 7.03 Effect of Payments by the Note Insurer; Subrogation . . . . . . . . . . . . . . . . 70
---------------------------------------------------
Section 7.04 Notices to the Note Insurer. . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
---------------------------
Section 7.05 Rights to the Note Insurer To Exercise Rights of Owners. . . . . . . . . . . . . . 71
-------------------------------------------------------

SCHEDULE I SCHEDULE OF HOME EQUITY LOANS
EXHIBIT A FORM OF CERTIFICATE RE: HOME EQUITY LOANS PREPAID IN FULL AFTER CUT-OFF DATE
EXHIBIT B-1 FORM OF INDENTURE TRUSTEE'S RECEIPT
EXHIBIT B-2 FORM OF CUSTODIAN'S RECEIPT
EXHIBIT C FORM OF POOL CERTIFICATION
EXHIBIT D HOME EQUITY LOANS WITH DOCUMENT EXCEPTIONS
</TABLE>

iii
<PAGE> 5
SALE AND SERVICING AGREEMENT dated as of August 1, 1997 by and among
IMC HOME EQUITY LOAN OWNER TRUST 1997-4, a Delaware business trust (the
"Issuer" or the "Trust"), IMC SECURITIES, INC., a Delaware corporation, in its
capacity as Depositor (the "Depositor"), INDUSTRY MORTGAGE COMPANY, L.P., a
Delaware limited partnership in its capacities as the Seller and the Servicer
(respectively, the "Seller" or the "Servicer") and THE CHASE MANHATTAN BANK, a
New York banking corporation, in its capacity as the indenture trustee on
behalf of the Owners of the Notes (the "Indenture Trustee").

WHEREAS, the Issuer desires to purchase a pool of Home Equity Loans
which were originated or purchased by the Seller and sold to the Depositor in
the ordinary course of business of the Seller pursuant to the Loan Sale
Agreement;

WHEREAS, the Depositor is willing to sell such Home Equity Loans to
the Issuer;

WHEREAS, the Servicer has agreed to service the Home Equity Loans, in
accordance with the terms of this Agreement;

WHEREAS, The Chase Manhattan Bank, is willing to serve in the capacity
of Indenture Trustee hereunder; and

WHEREAS, MBIA Insurance Corporation (the "Note Insurer") is intended
to be a third party beneficiary of this Agreement and is hereby recognized by
the parties hereto to be a third-party beneficiary of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Issuer, the Depositor, the Seller, the
Servicer, and the Indenture Trustee hereby agree as follows:

ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION

Section 1.01 Definitions.

For all purposes of this Agreement, the following terms shall have the
meanings set forth below, unless the context clearly indicates otherwise:

"Account": Any account established in accordance with Section 3.02 or
4.08 hereof.

"Accrual Period": With respect to any Payment Date, the period
commencing on the immediately preceding Payment Date (or the Closing Date in
the case of the first Payment Date) to and including the day prior to the
current Payment Date. Calculations of interest will be made on the basis of
the actual number of days elapsed in the related Accrual Period and a year of
360 days.

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

"Agreement": This Sale and Servicing Agreement, as it may be amended
from time to time, including the Exhibits and Schedules hereto.

<PAGE> 6
"Agreement of Limited Partnership": The Third Amended and Restated
Agreement of Limited Partnership of the Seller, dated as of November 1, 1995,
as at any time amended or modified.

"Annual Loss Percentage (Rolling Twelve Month)": As of any date of
determination thereof, a fraction, expressed as a percentage, the numerator of
which is the aggregate of the Realized Losses for each of the twelve
immediately preceding Remittance Periods and the denominator of which is the
Original Aggregate Loan Balance.

"Appraised Value": The appraised value of any Property based upon the
appraisal made at the time of the origination of the related Home Equity Loan,
or, in the case of a Home Equity Loan which is a purchase money mortgage, the
sales price of the Property at such time of origination, if such sales price is
less than such appraised value.

"Authorized Officer": With respect to any Person, any officer of such
Person who is authorized to act for such Person in matters relating to this
Agreement, and whose action is binding upon, such Person; with respect to the
Depositor and the Servicer, initially including those individuals whose names
appear on the lists of Authorized Officers delivered at the Closing; with
respect to the Indenture Trustee, any officer assigned to the Corporate Trust
Division (or any successor thereto), including any Vice President, Assistant
Vice President, Trust Officer, any Assistant Secretary, any trust officer or
any other officer of the Indenture Trustee customarily performing functions
similar to those performed by any of the above designated officers and having
direct responsibility for the administration of this Agreement.

"Available Funds": As defined in Section 3.02(b) hereof.

"Available Funds Cap Carry-Forward Amortization Amount": As of any
Payment Date, any amount distributed from the Available Funds Cap Carry-Forward
Amount Account on such Payment Date pursuant to Section 3.03(c) hereof.

"Available Funds Cap Carry-Forward Amount": As of any Payment Date,
the sum of (I) the excess, if any, of (A) the sum of (i) the aggregate of the
Available Funds Cap Carry-Forward Amounts for all prior Payment Dates and (ii)
the difference between (a) the amount of interest due on the Notes on the
immediately preceding Payment Date calculated at the Formula Note Rate
applicable on such date and (b) the amount of interest due on the Notes on the
immediately preceding Payment Date calculated at the Note Rate applicable on
such date over (B) all Available Funds Cap Carry-Forward Amortization Amounts
actually paid on all prior Payment Dates and (II) the product of (x)
one-twelfth of the Formula Note Rate on such Payment Date and (y) the amount
described in clause (I) of this definition.

"Available Funds Cap Carry-Forward Amount Account": The Available
Funds Cap Carry-Forward Amount Account established in accordance with Section
3.02 hereof and maintained by the Indenture Trustee.

"Available Funds Cap Rate": On each Payment Date the weighted average
of the Coupon Rates of the Home Equity Loans less 0.62375% per annum.

"Available Funds Shortfall": As defined in Section 3.03(b)(ii)(A).

"Backup Servicer": The Indenture Trustee shall initially serve as
Backup Servicer hereunder in the event of the termination of the Servicer,
subject to the right of the Indenture Trustee to assign such duties to a party
acceptable to the Note Insurer and the Owners of the majority of the Percentage
Interests of the Certificates.

2
<PAGE> 7
"Business Day": Any day other than a Saturday, Sunday or a day on
which commercial banking institutions in The City of New York, Tampa, Florida,
the city in which the Corporate Trust Office is located or the city in which
the principal office of the Note Insurer is located are authorized or obligated
by law or executive order to be closed.

"Carry-Forward Amount": The sum of (x) the amount, if any, by which
(i) the Current Interest for the immediately preceding Payment Date exceeded
(ii) the amount of the actual distribution made to the Owners on such
immediately preceding Payment Date pursuant to Section 3.03(b)(iv)(B) hereof
plus (y) 30 days' interest on such excess at the Note Rate.

"Certificate": Any one of the Certificates issued pursuant to the
Trust Agreement.

"Certificate Distribution Account": The Certificate Distribution
Account established in accordance with the Trust Agreement.

"Civil Relief Interest Shortfalls": With respect to any Remittance
Period, for any Home Equity Loans as to which there has been a reduction in the
amount of interest collectible thereon for the most recently ended Remittance
Period as a result of the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, the amount, if any, by which (i) interest collectible on such Home
Equity Loans during the most recently ended Remittance Period is less than (ii)
the sum of (a) one month's interest on the Loan Balance of such Home Equity
Loans at a rate equal to the Note Rate plus (b) the Servicing Fee and the Trust
Fees and Expenses for such Remittance Period.

"Closing Date": August 21, 1997.

"Code": The Internal Revenue Code of 1986, as amended.

"Compensating Interest": As defined in Section 4.10(a) hereof.

"Corporate Trust Office": The principal office of the Indenture
Trustee at The Chase Manhattan Bank, 450 W. 33rd Street, 15th Floor, New York,
NY 10001, Attention: Corporate Trust Office or the principal office of any
successor Indenture Trustee hereunder.

"Coupon Rate": The rate of interest borne by each Mortgage Note from
time to time.

"Cram Down Loss": With respect to a Home Equity Loan, if a court of
appropriate jurisdiction in an insolvency proceeding shall have issued an order
reducing the Loan Balance or the Coupon Rate of such Home Equity Loan, the
amount of such reduction. A "Cram Down Loss" shall be deemed to have occurred
on the date of issuance of such order.

"Cumulative Loss Percentage": As of any date of determination
thereof, the aggregate of all Realized Losses since the Closing Date as a
percentage of the Original Aggregate Loan Balance.

"Current Interest": With respect to any Payment Date, an amount equal
to the amount of interest accrued on the Note Principal Balance immediately
prior to such Payment Date during the related Accrual Period at the Note Rate
plus the Preference Amount owed to the Owners of the Notes as it relates to
interest previously paid on the Notes plus the Carry-Forward Amount; provided,
however, such amount will be reduced by the amount of any Civil Relief Interest
Shortfalls relating to Home Equity Loans.

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<PAGE> 8
"Custodial Agreement": The Custodial Agreement dated as of August 1,
1997 among the Custodian, the Issuer, the Indenture Trustee, the Depositor, the
Seller and the Servicer.

"Custodian": Bank Boston N.A., as Custodian on behalf of the
Indenture Trustee pursuant to the Custodial Agreement.

"Cut-Off Date": As of the close of business on August 1, 1997.

"Daily Collections": As defined in Section 4.08(c) hereof.

"Delinquency Advance": As defined in Section 4.09(a) hereof.

"Delinquent": A Home Equity Loan is "Delinquent" if any payment due
thereon is not made by the Mortgagor by the close of business on the related
Due Date. A Home Equity Loan is "30 days Delinquent" if such payment has not
been received by the close of business on the corresponding day of the month
immediately succeeding the month in which such payment was due, or, if there is
no such corresponding day (e.g., as when a 30-day month follows a 31-day month
in which a payment was due on the 31st day of such month) then on the last day
of such immediately succeeding month. Similarly for "60 days Delinquent," "90
days Delinquent" and so on.

"Depositor": IMC Securities, Inc., a Delaware corporation, or any
successor thereto.

"Depository": The Depository Trust Company, 7 Hanover Square, New
York, New York, 10004, and any successor Depository named herein.

"Designated Depository Institution": With respect to the Principal
and Interest Account, a trust account maintained by the trust department of a
federal or state chartered depository institution acceptable to the Note
Insurer, acting in its fiduciary capacity, having combined capital and surplus
of at least $50,000,000; provided, however, that if the Principal and Interest
Account is not maintained with the Indenture Trustee, (i) such institution
shall have a long-term debt rating of at least "A" by Standard & Poor's and
"A2" by Moody's and (ii) the Servicer shall provide the Indenture Trustee and
the Note Insurer with a statement, which the Indenture Trustee will send to the
Owners, identifying the location and account information of the Principal and
Interest Account upon a change in the location of such account.

"Determination Date": The 15th day of each month, or if such day is
not a Business Day, on the preceding Business Day, commencing in September
1997.

"Due Date": With respect to any Home Equity Loan, the date on which
the Monthly Payment with respect to such Home Equity Loan is required to be
paid pursuant to the related Mortgage Note exclusive of any days of grace.

"Eligible Investments": Those investments so designated pursuant to
Section 3.07 hereof.

"Excess Overcollateralization Amount": With respect to any Payment
Date, the excess, if any, of (x) the Overcollateralization Amount that would
apply on such Payment Date after taking into account the payment of the
Principal Distribution Amount on such Payment Date (except for any
distributions of Overcollateralization Reduction Amounts on such Payment Date),
over (y) the Specified Overcollateralization Amount for such Payment Date.

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<PAGE> 9
"Fannie Mae": Fannie Mae, a federally-chartered and privately-owned
corporation existing under the Federal National Mortgage Association Charter
Act, as amended, or any successor thereof.

"Fannie Mae Guide": Fannie Mae's Servicing Guide, as the same may be
amended by Fannie Mae from time to time, and the Servicer shall elect to apply
such amendments in accordance with Section 4.01 hereof.

"FDIC": The Federal Deposit Insurance Corporation, a corporate
instrumentality of the United States, or any successor thereto.

"FHLMC": The Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created pursuant to the Emergency Home
Finance Act of 1970, as amended, or any successor thereof.

"File": The documents delivered to the Indenture Trustee pursuant to
Section 2.05(b) hereof pertaining to a particular Home Equity Loan and any
additional documents required to be added to the File pursuant to this
Agreement.

"Final Certification": As defined in Section 2.06(c) hereof.

"Final Payment Date": October 20, 2027.

"Final Recovery Determination": With respect to any defaulted Home
Equity Loan or REO Property (other than a Home Equity Loan purchased by the
Seller, the Depositor or the Servicer), a determination made by the Servicer
that all Liquidation Proceeds which the Servicer, in its reasonable business
judgment expects to be finally recoverable in respect thereof have been so
recovered or that the Servicer believes in its reasonable business judgment the
cost of obtaining any additional recoveries therefrom would exceed the amount
of such recoveries. The Servicer shall maintain records of each Final Recovery
Determination.

"First Mortgage Loan": A Home Equity Loan which constitutes a first
priority mortgage lien with respect to any Property.

"Formula Note Rate": At any time, the rate determined by clause (i)
of the definition of "Note Rate".

"Highest Lawful Rate": As defined in Section 6.15 hereof.

"Home Equity Loans": Such home equity loans transferred and assigned
to the Trust pursuant to Section 2.05(a) and 2.07(a) hereof, together with any
Qualified Replacement Mortgages substituted therefor in accordance with this
Agreement, as from time to time are held as a part of the Trust Estate, the
Home Equity Loans originally so held being identified in the Schedules of Home
Equity Loans. The term "Home Equity Loan" includes the terms "First Mortgage
Loan" and "Second Mortgage Loan". The term "Home Equity Loan" includes any
Home Equity Loan which is Delinquent, which relates to a foreclosure or which
relates to a Property which is REO Property prior to such Property's
disposition by the Trust. Any home equity loan which, although intended by the
parties hereto to have been, and which purportedly was, transferred and
assigned to the Trust by the Depositor, in fact was not transferred and
assigned to the Trust for any reason whatsoever, including, without limitation,
the incorrectness of the statement set forth in Section 2.04(b)(x) hereof with
respect to such home equity loan, shall nevertheless be considered a "Home
Equity Loan" for all purposes of this Agreement.

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<PAGE> 10
"Indemnification Agreement": The Indemnification Agreement dated as
of August 18, 1997 among the Note Insurer, the Depositor, the Seller and the
Underwriters.

"Indenture": The Indenture, dated August 1, 1997, between the
Issuer and the Indenture Trustee.

"Indenture Trustee": The Chase Manhattan Bank, a New York banking
corporation, the Corporate Trust Department of which is located on the date of
execution of this Agreement at 450 W. 33rd Street, 15th Floor, New York, NY
10001, not in its individual capacity but solely as Indenture Trustee under the
Indenture, and any successor hereunder.

"Indenture Trustee Fee": The fee payable monthly to the Indenture
Trustee on each Payment Date in an amount equal to 0.00375% per annum, on the
outstanding aggregate Loan Balances of the Home Equity Loans as of the related
Determination Date.

"Indenture Trustee Reimbursable Expenses": Any amounts payable
pursuant to the second sentence of Section 6.7 of the Indenture provided that
the aggregate amounts payable as Indenture Trustee Reimbursable Expenses shall
not exceed $50,000.

"Insurance Agreement": The Insurance Agreement dated as of August 1,
1997, among the Issuer, the Depositor, the Seller, the Servicer, the Indenture
Trustee and the Note Insurer, as such agreement may be amended from time to
time.

"Insurance Policy": Any hazard, flood, title or primary mortgage
insurance policy relating to a Home Equity Loan plus any amount remitted under
Section 4.11 hereof.

"Insured Payment": As defined in the Note Insurance Policy.

"Interest Remittance Amount": As of any Monthly Remittance Date, the
sum, without duplication, of (i) all interest due during the related Remittance
Period with respect to the Home Equity Loans, (ii) all Compensating Interest
paid by the Servicer on such Monthly Remittance Date and (iii) the portion of
the Substitution Amount relating to interest on the Home Equity Loans.

"Issuer" or "Trust": IMC Home Equity Loan Owner Trust 1997-4, a
Delaware business trust.

"Late Payment Rate": For any Monthly Remittance Date, the rate of
interest as it is publicly announced by Citibank, N.A. at its principal office
in New York, New York as its prime rate (any change in such prime rate of
interest to be effective on the date such change is announced by Citibank,
N.A.) plus 3%. The Late Payment Rate shall be computed on the basis of a year
of 365 days calculating the actual number of days elapsed. In no event shall
the Late Payment Rate exceed the maximum rate permissible under any applicable
law limiting interest rates.

"LIBOR": With respect to any Accrual Period, the rate determined by
the Indenture Trustee on the related LIBOR Determination Date on the basis of
the offered rate for one-month U.S. dollar deposits as such rate appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on such date; provided that
if such rate does not appear on Telerate Page 3750, the rate for such date will
be determined on the basis of the rates at which one-month U.S. dollar deposits
are offered by the Reference Banks at approximately 11:00 a.m. (London time) on
such date to prime banks in the London interbank market. In such event, the
Indenture Trustee will request the principal London office of each of the
Reference Banks to provide a quotation of its rate. If at least two such
quotations are provided, the rate for that date will be the

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<PAGE> 11
arithmetic mean of the quotations (rounded upwards if necessary to the nearest
whole multiple of 1/16%). If fewer than two quotations are provided as
requested, the rate for that date will be the arithmetic mean of the rates
quoted by major banks in New York City, selected by the Servicer, at
approximately 11:00 a.m. (New York City time) on such date for one-month U.S.
dollar loan to leading European banks.

"LIBOR Determination Date": With respect to any Accrual Period the
second London Business Day preceding the commencement of such Accrual Period.

"Liquidated Loan": A Home Equity Loan as to which a Final Recovery
Determination has been made.

"Liquidation Proceeds": With respect to any Liquidated Loan, all
amounts (including the proceeds of any Insurance Policy) recovered by the
Servicer in connection with such Liquidated Loan, whether through trustee's
sale, foreclosure sale or otherwise.

"Loan Balance": With respect to each Home Equity Loan and as of any
date of determination, the actual outstanding principal balance thereof on the
Cut-Off Date excluding payments of principal due on or prior to the Cut-Off
Date, whether or not received, less any principal payments relating to such
Home Equity Loan included in previous Monthly Remittance Amounts, provided,
however, that the Loan Balance for any Home Equity Loan that has become a
Liquidated Loan shall be zero as of the first day of the Remittance Period
following the Remittance Period in which such Home Equity Loan becomes a
Liquidated Loan, and at all times thereafter.

"Loan Purchase Price": With respect to any Home Equity Loan purchased
from the Trust on or prior to a Monthly Remittance Date pursuant to Section
2.03, 2.04, 2.06(b) or 4.10(b) hereof, an amount equal to the Loan Balance of
such Home Equity Loan as of the date of purchase (assuming that the Monthly
Remittance Amount remitted by the Servicer on such Monthly Remittance Date has
already been remitted), plus all accrued and unpaid interest on such Home
Equity Loan at the Coupon Rate to but not including the date of such purchase
together with (without duplication) the aggregate amounts of (i) all
unreimbursed Delinquency Advances and Servicing Advances theretofore made with
respect to such Home Equity Loan, (ii) all Delinquency Advances which the
Servicer has theretofore failed to remit with respect to such Home Equity Loan
and (iii) all reimbursed Delinquency Advances to the extent that reimbursement
is not made from the Mortgagor or from Liquidation Proceeds from the respective
Home Equity Loan.

"Loan Sale Agreement": The Loan Sale Agreement dated as of August 1,
1997 between the Seller and the Depositor.

"Loan-to-Value Ratio": As of any particular date (i) with respect to
any First Mortgage Loan, the percentage obtained by dividing the Appraised
Value into the original principal balance of the Mortgage Note relating to such
First Mortgage Loan and (ii) with respect to any Second Mortgage Loan, the
percentage obtained by dividing the Appraised Value as of the date of
origination of such Second Mortgage Loan into an amount equal to the sum of (a)
the remaining principal balance of the Senior Lien note relating to such First
Mortgage Loan as of the date of origination of the related Second Mortgage Loan
and (b) the original principal balance of the Mortgage Note relating to such
Second Mortgage Loan.

"London Business Day": Any day on which dealings in deposits of
United States dollars are transacted in the London interbank market.

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<PAGE> 12
"Monthly Distribution Amount": With respect to any Payment Date, the
sum of (x) Current Interest and (y) the Principal Distribution Amount for such
Payment Date.

"Monthly Payment": With respect to any Home Equity Loan and any
Remittance Period, the payment of principal, if any, and interest due on the
Due Date in such Remittance Period pursuant to the related Mortgage Note.

"Monthly Remittance Amount": As of any Monthly Remittance Date, the
sum of (i) the Interest Remittance Amount for such Monthly Remittance Date and
(ii) the Principal Remittance Amount for such Monthly Remittance Date.

"Monthly Remittance Date": The 18th day of each month, or if such day
is not a Business Day, on the preceding Business Day, commencing in September
1997.

"Monthly Reporting Date": The Determination Date.

"Moody's": Moody's Investors Service Inc. or any successor thereto.

"Mortgage": The mortgage, deed of trust or other instrument creating
a first or second lien on an estate in fee simple interest in real property
securing a Mortgage Note.

"Mortgage Note": The note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Home Equity Loan.

"Mortgagor": The obligor on a Mortgage Note.

"Net Liquidation Proceeds": As to any Liquidated Loan, Liquidation
Proceeds net of expenses incurred by the Servicer (including unreimbursed
Servicing Advances) in connection with the liquidation of any defaulted Home
Equity Loan and unreimbursed Delinquency Advances relating to such Home Equity
Loan. In no event shall Net Liquidation Proceeds with respect to any
Liquidated Loan be less than zero.

"Net Monthly Excess Cashflow": As defined in Section 3.03(b)(iii)
hereof.

"90-Day Delinquent Loan": With respect to any Determination Date
thereof, all REO Properties and each Home Equity Loan, with respect to which
any portion of a Monthly Payment is, as of the last day of the prior Remittance
Period, three months (calculated from Due Date with respect to such Home Equity
Loan to Due Date) or more past due (without giving effect to any grace period).

"90+ Delinquency Percentage (Rolling Six Month)": With respect to any
Determination Date thereof, the average of the percentage equivalents of the
fractions determined for each of the six immediately preceding Remittance
Periods the numerator of each of which is equal to the aggregate Loan Balance
of 90-Day Delinquent Loans as of the end of such Remittance Period and the
denominator of which is the Loan Balance of all of the Home Equity Loans as of
the end of such Remittance Period.

"Note": Any one of the Notes substantially in the form attached to
the Indenture as Exhibit A.

"Note Account": The segregated note account established in accordance
with Section 3.02(a) hereof and maintained at the Corporate Trust Office.

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<PAGE> 13
"Note Insurance Policy": The Note Guaranty Insurance Policy (number
24644) dated August 21, 1997 issued by the Note Insurer to the Indenture
Trustee for the benefit of the Owners pursuant to which the Note Insurer
guarantees Insured Payments.

"Note Insurer": MBIA Insurance Corporation, a New York insurance
company and any successor thereto, as issuer of the Note Insurance Policy.

"Note Insurer Default": The existence and continuance of any of the
following:

(a) the Note Insurer fails to make a payment
required under the Note Insurance Policy in accordance with its terms; or

(b)(i) the entry by a court having jurisdiction in
the premises of (A) a decree or order for relief in respect of the Note Insurer
in an involuntary case or proceeding under any applicable United States federal
or state bankruptcy, insolvency, rehabilitation, reorganization or other
similar law and the continuance of any such decree or order for relief or any
such other decree or order unstayed and in effect for a period of 75
consecutive days; or (B) a final and nonappealable decree or order adjudging
the Note Insurer as bankrupt or insolvent, or approving as properly filed a
petition seeking reorganizing, rehabilitation, arrangement, adjustment or
composition of or in respect of the Note Insurer under any applicable United
States federal or state law, or appointing a custodian, receiver, liquidator,
rehabilitator, assignee, indenture trustee, sequestrator or other similar
official of the Note Insurer or of any substantial part of its property, or
ordering the winding-up or liquidation of its affairs or

(ii) the commencement by the Note Insurer of a
voluntary case or proceeding under any applicable United States federal or
state bankruptcy, insolvency, reorganization or other similar law or of any
other case or proceeding to be adjudicated as bankrupt or insolvent, or the
consent of the Note Insurer to the entry of a decree or order for relief in
respect of the Note Insurer in an involuntary case or proceeding under any
applicable United States federal or state bankruptcy, insolvency case or
proceeding against the Note Insurer, or the filing by the Note Insurer to the
filing of such petition or to the appointment of or the taking possession by a
custodian, receiver, liquidator, assignee, indenture trustee, sequestrator or
similar official of the Note Insurer or of any substantial part of its
property, or the failure of the Note Insurer to pay debts generally as they
become due, or the admission by the Note Insurer in writing of its inability to
pay its debts generally as they become due, or the taking of corporate action
by the Note Insurer in furtherance of any such action.

"Note Principal Balance": As of any time of determination, the
Original Note Principal Balance less the aggregate of all amounts actually
distributed on account of the Principal Distribution Amount pursuant to Section
3.03(b)(iv) hereof with respect to principal thereon on all prior Payment
Dates; provided, however, that solely for purposes of determining the Note
Insurer's rights, as subrogee, the Note Principal Balance shall not be reduced
by any principal amount paid to the Owner thereof from Insured Payments.

"Note Rate": For any Payment Date, in any month up to and including
the month in which the Redemption Date occurs, the lesser of (i) LIBOR plus
0.215% per annum and (ii) the Available Funds Cap Rate for such Payment Date
and for any month following the month in which the Redemption Date occurs, the
lesser of (i) LIBOR plus 0.430% per annum and (ii) the Available Funds Cap Rate
for such Payment Date.

"Officer's Certificate": A certificate signed by any Authorized
Officer of any Person delivering such certificate and delivered to the
Indenture Trustee.

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<PAGE> 14
"Operative Documents": Collectively, this Agreement, the Loan Sale
Agreement, the Indenture, the Certificate of Trust, the Trust Agreement, the
Note Insurance Policy, the Notes, the Custodial Agreement, the Indemnification
Agreement and the Insurance Agreement.

"Original Aggregate Loan Balance": The aggregate Loan Balances of all
Initial Home Equity Loans as of the Cut-Off Date, which is $574,999,066.

"Original Note Principal Balance": $575,000,000.

"Overcollateralization Amount": As of any Payment Date, the excess,
if any, of (x) the aggregate Loan Balances of the Home Equity Loans as of the
close of business on the last day of the immediately proceeding Remittance
Period over (y) the Note Principal Balance for such Payment Date (after taking
into account the payment of the Principal Distribution Amount thereon (except
for any Overcollateralization Deficit and Overcollateralization Increase
Amount) on such Payment Date).

"Overcollateralization Deficiency Amount": With respect to any
Payment Date, the excess, if any, of (i) the Specified Overcollateralization
Amount applicable to such Payment Date over (ii) the Overcollateralization
Amount applicable to such Payment Date prior to taking into account the payment
of any Overcollateralization Increase Amounts on such Payment Date.

"Overcollateralization Deficit": With respect to any Payment Date,
the amount, if any, by which (x) the Note Principal Balance after taking into
account the payment of the Monthly Distribution Amount on such Payment Date
(without regard to any Insured Payment to be made on such Payment Date and
except for any Overcollateralization Deficit), exceeds (y) the aggregate Loan
Balances of the Home Equity Loans as of the close of business on the last day
of the related Remittance Period.

"Overcollateralization Increase Amount": With respect to any Payment
Date, the lesser of (i) the Overcollateralization Deficiency Amount as of such
Payment Date (after taking into account the payment of the Monthly Distribution
Amount on such Payment Date (except for any Overcollateralization Increase
Amount)) and (ii) the aggregate amount of Net Monthly Excess Cashflow pursuant
to Section 3.03(b)(iii)(A) on such Payment Date.

"Overcollateralization Reduction Amount": With respect to any Payment
Date, an amount equal to the lesser of (x) the Excess Overcollateralization
Amount for such Payment Date and (y) the Principal Remittance Amount for the
related Remittance Period.

"Owner": The Person in whose name a Note is registered in the
Register, and the Note Insurer, to the extent described in Sections 7.01 and
7.05.

"Owner Trustee": Wilmington Trust Company, as owner trustee under the
Trust Agreement, and any successor owner trustee under the Trust Agreement.

"Owner Trustee Fee": All fees and expenses owing and due to the Owner
Trustee pursuant to Article VIII of the Trust Agreement.

"Paying Agent": Initially, the Indenture Trustee, and thereafter, the
Indenture Trustee or any other Person that meets the eligibility standards for
the Paying Agent specified in Section 6.11 of the Indenture and is authorized
by the Indenture Trustee and the Depositor to make payments on the Certificates
on behalf of the Indenture Trustee.

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<PAGE> 15
"Payment Date": Any date on which the Indenture Trustee is required
to make distributions to the Owners, which shall be the 20th day of each month
or if such day is not a Business Day, the next Business Day thereafter,
commencing in the month following the Closing Date. The first Payment Date
will be September 22, 1997.

"Percentage Interest": With respect to the Notes, a fraction,
expressed as a decimal, the numerator of which is the Original Note Principal
Balance represented by such Note and the denominator of which is the aggregate
Original Note Principal Balance represented by all the Notes. With respect to
the Certificates, the portion evidenced thereby, expressed as a percentage, as
stated on the face of such Certificate, all of which shall total 100% with
respect to the Certificates.

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

"Policy Payments Account": The policy payments account maintained by
the Indenture Trustee pursuant to Section 7.02(b) hereof.

"Preference Amount": With respect to the Notes means any amounts of
Current Interest and principal included in previous distributions of the
Monthly Distribution Amount to the Owners of the Notes which are recoverable
and sought to be recovered as a voidable preference by a indenture trustee in
bankruptcy pursuant to the United States Bankruptcy Code (11 U.S.C.) as amended
from time to time in accordance with a final, nonappealable order of a court
having competent jurisdiction.

"Preference Claim": As defined in Section 7.02(d) hereafter.

"Premium Amount": As defined in the Insurance Agreement.

"Prepayment": Any payment of principal of a Home Equity Loan which is
received by the Servicer in advance of the scheduled Due Date for the payment
of such principal and which is not accompanied by an amount of interest
representing the full amount of scheduled interest due on any Due Date in any
month or months subsequent to the month of prepayment, Substitution Amounts,
the portion of the purchase price of any Home Equity Loan purchased from the
Trust pursuant to Section 2.03, 2.04, 2.06(b) or 4.10(b) hereof representing
principal and the proceeds of any Insurance Policy which are to be applied as a
payment of principal on the related Home Equity Loan shall be deemed to be
Prepayments for all purposes of this Agreement.

"Preservation Expenses": Expenditures made by the Servicer in
connection with a foreclosed Home Equity Loan prior to the liquidation thereof,
including, without limitation, expenditures for real estate property taxes,
hazard insurance premiums, property restoration or preservation.

"Principal and Interest Account": The principal and interest account
established and maintained by the Servicer pursuant to Section 4.08(a) hereof.

"Principal Distribution Amount": With respect to the Notes for any
Payment Date, the lesser of:

(a) the Total Available Funds plus any Insured Payment
minus the Current Interest and Trust Fees and Expenses for such Payment Date;
and

(b) the excess, if any, of (i) the sum of (without
duplication):

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(A) the Preference Amount with respect
to principal owed to the Owners of the Notes that
remains unpaid as of such Payment Date,

(B) the principal portion of all
scheduled monthly payments on the Home Equity Loans
due on or prior to the related Due Date thereof, to
the extent actually received by the Servicer during
the related Remittance Period and any Prepayments
made by the Mortgagors and actually received by the
Servicer during the related Remittance Period,

(C) the Loan Balance of each Home Equity
Loan that was repurchased by the Seller or purchased
by the Servicer on or prior to the related Monthly
Remittance Date, to the extent such Loan Balance is
actually received by the Servicer during the related
Remittance Period,

(D) any Substitution Amounts delivered
by the Seller on the related Monthly Remittance Date
in connection with a substitution of a Home Equity
Loan (to the extent such Substitution Amounts relate
to principal), to the extent such Substitution
Amounts are actually received by the Servicer on the
related Remittance Date,

(E) all Net Liquidation Proceeds
actually collected by the Servicer with respect to
the Home Equity Loans during the related Remittance
Period (to the extent such Net Liquidation Proceeds
relate to principal),

(F) the amount of any
Overcollateralization Deficit for such Payment Date,

(G) the principal portion of the
proceeds received by the Indenture Trustee from any
termination of the Trust (to the extent such proceeds
related to principal),

(H) the amount of any
Overcollateralization Increase Amount for such
Payment Date, to the extent of any Net Monthly Excess
Cashflow available for such purpose,

over

(ii) the amount of any Overcollateralization
Reduction Amount for such Payment Date.

"Principal Remittance Amount": As of any Monthly Remittance Date, the
sum, without duplication, of (i) the principal actually collected by the
Servicer with respect to Home Equity Loans during the related Remittance
Period, (ii) the Loan Balance of each such Home Equity Loan that was purchased
from the Trust on or prior to such Monthly Remittance Date, to the extent such
Loan Balance was actually received by the Servicer, (iii) any Substitution
Amounts relating to principal delivered by the Seller in connection with a
substitution of a Home Equity Loan, to the extent such Substitution Amounts
were actually received by the Servicer on or prior to such Monthly Remittance
Date, (iv) the principal portion of all Net Liquidation Proceeds actually
collected by the Servicer with respect to such Home Equity Loans during the
related Remittance Period (to the extent such Net Liquidation Proceeds related
to principal) and (v) the amount of investment losses required to be deposited
pursuant to Sections 3.05(e) and 4.08(b).

"Property": The underlying property securing a Home Equity Loan.

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"Prospectus": The Depositor's Prospectus dated August 18, 1997
constituting part of the Registration Statement.

"Prospectus Supplement": The IMC Home Equity Loan Owner Trust 1997-4
Prospectus Supplement dated August 18, 1997 to the Prospectus.

"Qualified Replacement Mortgage": A Home Equity Loan substituted for
another pursuant to Section 2.03, 2.04 and 2.06(b) hereof, which (i) has a
Coupon Rate at least equal to the Coupon Rate of the Home Equity Loan being
replaced; (ii) is of the same property type or is a single family dwelling and
the same occupancy status or is a primary residence as the Home Equity Loan
being replaced, (iii) shall mature no later than August 1, 2027 (iv) has a
Loan-to-Value Ratio as of the Replacement Cut-Off Date no higher than the
Loan-to-Value Ratio of the replaced Home Equity Loan at such time, (v) shall be
of the same or higher credit quality classification (determined in accordance
with the Seller's credit underwriting guidelines set forth in the Seller's
underwriting manual) as the Home Equity Loan which such Qualified Replacement
Mortgage replaces, (vi) shall be a First Mortgage Loan, (vii) has a Loan
Balance as of the related Replacement Cut-Off Date equal to or less than the
Loan Balance of the replaced Home Equity Loan as of such Replacement Cut-Off
Date, (viii) shall not provide for a "balloon" payment, (ix) shall be an
adjustable rate Home Equity Loan (x) shall adjust based on the same index, have
no lower margin, have the same interval between adjustment dates and have a
maximum Coupon Rate no lower than, and a minimum Coupon Rate no higher than the
Home Equity Loan being replaced. In the event that one or more home equity
loans are proposed to be substituted for one or more Home Equity Loans, the
Note Insurer may allow the foregoing tests to be met on a weighted average
basis or other aggregate basis acceptable to the Note Insurer, as evidenced by
a written approval delivered to the Indenture Trustee by the Note Insurer,
except that the requirements of clauses (i), (iv) and (ix) hereof must be
satisfied as to each Qualified Replacement Mortgage.

"Rating Agencies": Collectively, Moody's and Standard & Poor's or any
successors thereto.

"Realized Loss": As to any Liquidated Loan (or, in the case of a Cram
Down Loss a Home Equity Loan that is not a Liquidated Loan), the amount (not
less than zero), if any, by which (A) the sum of (x) the Loan Balance thereof
as of the date of liquidation, (y) the amount of accrued but unpaid interest
thereon (to the extent that there are no outstanding advances for such interest
by the Servicer) and (z) the amount of any Cram Down Loss with respect thereto
is in excess of (B) the Net Liquidation Proceeds realized thereon applied in
reduction of such Loan Balance.

"Redemption Date": The first Monthly Remittance Date on which the
aggregate Loan Balances of the Home Equity Loans has declined to less than
$57,500,000.

"Redemption Date Pass-Through Rate": As of any date of determination
thereof, a rate equal to the sum of (a) the Note Rate and (b) any portion of
the Premium Amount and the Indenture Trustee Fee (calculated as a percentage of
the outstanding principal amount of the Notes) then accrued and outstanding.

"Reference Banks": Bankers Trust Company, Barclays Bank PLC, The Bank
of Tokyo and National Westminster Bank PLC, provided that if any of the
foregoing banks are not suitable to serve as a Reference Bank, then any leading
banks selected by the Indenture Trustee which are engaged in transactions in
Eurodollar deposits in the international Eurocurrency market (i) with an
established place of business in London, (ii) not controlling, under the
control of or under common control with the Seller or any affiliate thereof,
(iii) whose quotations appear on Telerate Page 3750 on the relevant LIBOR
Determination Date and (iv) which have been designated as such by the Indenture
Trustee.

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<PAGE> 18
"Register": The note register maintained by the Registrar in
accordance with Section 2.3 of the Indenture, in which the names of the Owners
are set forth.

"Registrar": The Indenture Trustee, acting in its capacity as
Registrar appointed pursuant to the Indenture, or any duly appointed and
eligible successor thereto.

"Registration Statement": The Registration Statement filed by the
Depositor with the Securities and Exchange Commission (Registration Number
333-31197), including all amendments thereto and including the Prospectus
relating to the Notes.

"Reimbursement Amount": As of any Payment Date, the sum of (x)(i) all
Insured Payments previously paid to the Indenture Trustee by the Note Insurer
and not previously repaid to the Note Insurer pursuant to Section 3.03(b)(ii)
hereof plus (ii) interest accrued on each such Insured Payment not previously
repaid calculated at the Late Payment Rate and (y)(i) any amounts then due and
owing to the Note Insurer under the Insurance Agreement (including, without
limitation, any unpaid Premium Amount relating to such Payment Date or an
earlier Payment Date) plus (ii) interest on such amounts at the Late Payment
Rate. The Note Insurer shall notify the Indenture Trustee, the Depositor and
the Seller of the amount of any Reimbursement Amount.

"Remittance Period": With respect to each Monthly Remittance Date,
the period commencing the second day of the calendar month immediately
preceding such Monthly Remittance Date and ending the first day of the calendar
month in which such Monthly Remittance Date occurs.

"REO Property": A Property acquired by the Servicer on behalf of the
Trust through foreclosure or deed-in-lieu of foreclosure in connection with a
defaulted Home Equity Loan.

"Replacement Cut-Off Date": With respect to any Qualified Replacement
Mortgage, the first day of the calendar month in which such Qualified
Replacement Mortgage is conveyed to the Trust.

"Residual Net Monthly Excess Cashflow": With respect to any Payment
Date, the aggregate Net Monthly Excess Cashflow, if any, remaining after the
making of all applications, transfers and disbursements described in Sections
3.03(b)(i), (ii), (iii) and (iv) hereof.

"Schedule of Home Equity Loans": The schedule of Home Equity Loans
with respect to the Home Equity Loans listing each Home Equity Loan to be
conveyed on the Closing Date. Such Schedule of Home Equity Loans shall
identify each Home Equity Loan by the Servicer's loan number, borrower's name
and address (including the state and zip code) of the Property and shall set
forth as to each Home Equity Loan the lien status thereof, the Loan-to-Value
Ratio and the Loan Balance as of the Cut-Off Date, the Coupon Rate thereof, the
original Loan Balance thereof, the current scheduled monthly payment of
principal and interest and the maturity date of the related Mortgage Note, the
property type, occupancy status, Appraised Value and the original
term-to-maturity thereof.

"Second Mortgage Loan": A Home Equity Loan which constitutes a second
priority mortgage lien with respect to the related Property.

"Securities Act": The Securities Act of 1933, as amended.

"Seller": Industry Mortgage Company, L.P., a Delaware limited
partnership.

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"Senior Lien": With respect to any Second Mortgage Loan, the home
equity loan relating to the corresponding Property having a first priority
lien.

"Servicer": Industry Mortgage Company, L.P., a Delaware limited
partnership, and its permitted successors and assigns.

"Servicer Loss Test": The Servicer Loss Test for any period set out
below is satisfied, if the Cumulative Loss Percentage for such period does not
exceed the percentage set out for such period below (provided, that for
purposes of the calculation of the Servicer Loss Test, Realized Losses
attributable solely to Cram Down Losses should be excluded from the calculation
of Cumulative Loss Percentage):

<TABLE>
<CAPTION>
Cumulative Loss
Period Percentage
------ ---------------
<S> <C>
August 2, 1997 - August 1, 1998 1.00%
August 2, 1998 - August 1, 1999 1.50%
August 2, 1999 - August 1, 2000 2.25%
August 2, 2000 - August 1, 2001 3.00%
August 2, 2001 - and thereafter 3.75%
</TABLE>

"Servicer Termination Event": As defined in Section 4.20(a) hereof.

"Servicer Termination Test": The Servicer Termination Test is
satisfied for any date of determination thereof, if (x) the 90+ Delinquency
Percentage (Rolling Six Month) is less than 14.00%, (y) the Servicer Loss Test
is satisfied and (z) the Annual Loss Percentage (Rolling Twelve Month) for the
twelve month period immediately preceding the date of determination thereof is
not greater than 1.75%.

"Servicing Advance": As defined in Section 4.09(b) and Section
4.13(a) hereof.

"Servicing Fee": With respect to any Home Equity Loan, an amount
retained by the Servicer as compensation for servicing and administration
duties relating to such Home Equity Loan pursuant to Section 4.15 and equal to
one month's interest at 0.50% per annum of the then outstanding principal
balance of such Home Equity Loan as of the first day of each Remittance Period
payable on a monthly basis; provided, however, that if a successor Servicer is
appointed pursuant to Section 4.20 hereof, the Servicing Fee shall be the
amount as agreed upon by the Indenture Trustee, the Note Insurer, the successor
Servicer and the Owners of a majority of the Percentage Interests of the
Certificates, such amount not to exceed 0.50% per annum.

"Specified Overcollateralization Amount": As defined in the Insurance
Agreement.

"Standard & Poor's": Standard & Poor's Ratings Services, a division
of The McGraw-Hill Companies, Inc. or any successor thereto.

"Sub-Servicer": Any Person with whom the Servicer has entered into a
Sub-Servicing Agreement and who satisfies any requirements set forth in Section
4.03 hereof in respect of the qualification of a Sub-Servicer.

"Sub-Servicing Agreement": The written contract between the Servicer
and any Sub-Servicer relating to servicing and/or administration of certain
Home Equity Loans as permitted by Section 4.03.

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<PAGE> 20
"Substitution Amount": As defined in Section 2.03 hereof.

"Telerate Page 3750": The display designated as page "3750" on the
Dow Jones Telerate Capital Markets Report (or such other page as may replace
page 3750 on that report for the purpose of displaying London interbank offered
rates of major banks).

"Termination Price": As defined in Section 5.02(a) hereof.

"Total Available Funds": As defined in Section 3.02(b) hereof.

"Total Monthly Excess Cashflow": As defined in Section 3.03(b)(ii)
hereof.

"Total Monthly Excess Spread": With respect to any Payment Date, the
excess of (i) the aggregate of all interest which is collected on the Home
Equity Loans during the related Remittance Period (net of the Servicing Fee,
the Owner Trustee Fee, the Indenture Trustee Fee and the Indenture Trustee
Reimbursable Expenses) plus (x) any Delinquency Advances and (y) Compensating
Interest paid by the Servicer for such Remittance Period over (ii) the sum of
the Current Interest and the Premium Amount for such Payment Date.

"Trust" or "Issuer": IMC Home Equity Loan Owner Trust 1997-4, a
Delaware business.

"Trust Agreement": The Owner Trust Agreement dated as of August 1,
1997 between the Depositor and the Owner Trustee.

"Trust Estate": As defined in the Indenture.

"Trust Fees and Expenses": As of each Payment Date, an amount equal
to the Premium Amount, the Owner Trustee Fee, the Indenture Trustee Fee and any
Indenture Trustee Reimbursable Expenses.

"Underwriters": PaineWebber Incorporated, Bear, Stearns & Co. Inc.
and Nomura Securities International, Inc.

Section 1.02 Use of Words and Phrases.

"Herein", "hereby", "hereunder", "hereof", "hereinbefore",
"hereinafter" and other equivalent words refer to this Agreement as a whole and
not solely to the particular section of this Agreement in which any such word
is used. The definitions set forth in Section 1.01 hereof include both the
singular and the plural. Whenever used in this Agreement, any pronoun shall be
deemed to include both singular and plural and to cover all genders.

Section 1.03 Captions; Table of Contents.

The captions or headings in this Agreement and the Table of Contents
are for convenience only and in no way define, limit or describe the scope and
intent of any provisions of this Agreement.

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<PAGE> 21
Section 1.04 Opinions.

Each opinion with respect to the validity, binding nature and
enforceability of documents or Notes may be qualified to the extent that the
same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity (whether considered in a
proceeding or action in equity or at law) and may state that no opinion is
expressed on the availability of the remedy of specific enforcement, injunctive
relief or any other equitable remedy. Any opinion required to be furnished by
any Person hereunder must be delivered by counsel upon whose opinion the
addressee of such opinion may reasonably rely, and such opinion may state that
it is given in reasonable reliance upon an opinion of another, a copy of which
must be attached, concerning the laws of a foreign jurisdiction. Any opinion
delivered hereunder shall be addressed to the Rating Agencies, the Note Insurer
and the Indenture Trustee.

END OF ARTICLE I

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<PAGE> 22
ARTICLE II

REPRESENTATIONS, WARRANTIES AND COVENANTS
OF THE DEPOSITOR, THE SERVICER AND THE SELLER;
COVENANT OF DEPOSITOR TO CONVEY HOME EQUITY LOANS

Section 2.01 Representations and Warranties of the Depositor.

The Depositor hereby represents, warrants and covenants to the
Indenture Trustee, the Owner Trustee, the Issuer, the Seller, the Servicer, the
Note Insurer and the Owners that as of the Closing Date:

(a) The Depositor is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is in good standing as a foreign corporation in each jurisdiction
in which the nature of its business, or the properties owned or leased by it
make such qualification necessary. The Depositor has all requisite corporate
power and authority to own and operate its properties, to carry out its
business as presently conducted and as proposed to be conducted and to enter
into and discharge its obligations under this Agreement and the other Operative
Documents to which it is a party.

(b) The execution and delivery of this Agreement and the other
Operative Documents to which it is a party by the Depositor and its performance
and compliance with the terms of this Agreement and the other Operative
Documents to which it is a party have been duly authorized by all necessary
corporate action on the part of the Depositor and will not violate the
Depositor's Certificate of Incorporation, or Bylaws or constitute a default (or
an event which, with notice or lapse of time, or both, would constitute a
default) under, or result in a breach of, any material contract, agreement or
other instrument to which the Depositor is a party or by which the Depositor is
bound or violate any statute or any order, rule or regulation of any court,
governmental agency or body or other tribunal having jurisdiction over the
Depositor or any of its properties.

(c) This Agreement and the other Operative Documents to which the
Depositor is a party, assuming due authorization, execution and delivery by the
other parties hereto and thereto, each constitutes a valid, legal and binding
obligation of the Depositor, enforceable against it in accordance with the
terms hereof and thereof, except as the enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally and by general principles of equity
(whether considered in a proceeding or action in equity or at law).

(d) The Depositor is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default would materially and adversely
affect the condition (financial or other) or operations of the Depositor or its
properties or the consequences of which would materially and adversely affect
its performance hereunder and under the other Operative Documents to which the
Depositor is a party.

(e) No litigation is pending with respect to which the Depositor
has received service of process or, to the best of the Depositor's knowledge,
threatened against the Depositor which litigation might have consequences that
would prohibit its entering into this Agreement or any other Operative
Documents to which it is a party or that would materially and adversely affect
the condition (financial or otherwise) or operations of the Depositor or its
properties or might have consequences that would materially and adversely
affect its performance hereunder and under the other Operative Documents to
which the Depositor is a party.

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<PAGE> 23
(f) No certificate of an officer, statement furnished in writing
or report delivered pursuant to the terms hereof by the Depositor contains any
untrue statement of a material fact or omits to state any material fact
necessary to make the certificate, statement or report not misleading.

(g) The statements contained in the Registration Statement which
describe the Depositor or matters or activities for which the Depositor is
responsible in accordance with the Operative Documents or which are
attributable to the Depositor therein are true and correct in all material
respects, and the Registration Statement does not contain any untrue statement
of a material fact with respect to the Depositor required to be stated therein
or necessary to make the statements contained therein with respect to the
Depositor, in light of the circumstances under which they were made, not
misleading. The Registration Statement does not contain any untrue statement of
a material fact required to be stated therein or omit to state any material
fact necessary to make the statements contained therein, in light of the
circumstances under which they were made, not misleading. There is no fact
known to the Depositor that materially adversely affects or in the future may
(so far as the Depositor can now reasonably foresee) materially adversely
affect the Depositor or the Home Equity Loans that has not been set forth in
the Registration Statement.

(h) Neither the Owner Trustee nor the Depositor has any obligation
to register the Trust as an investment company under the Investment Company Act
of 1940, as amended.

(i) All actions, approvals, consents, waivers, exemptions,
variances, franchises, orders, permits, authorizations, rights and licenses
required to be taken, given or obtained, as the case may be, by or from any
federal, state or other governmental authority or agency (other than any such
actions, approvals, etc. under any state or federal securities laws, real
estate syndication or "Blue Sky" statutes, as to which the Depositor makes no
such representation or warranty), that are necessary or advisable in connection
with the purchase and sale of the Notes and the execution and delivery by the
Depositor of the Operative Documents to which it is a party, have been duly
taken, given or obtained, as the case may be, are in full force and effect on
the date hereof, are not subject to any pending proceedings or appeals
(administrative, judicial or otherwise) and either the time within which any
appeal therefrom may be taken or review thereof may be obtained has expired or
no review thereof may be obtained or appeal therefrom taken, and are adequate
to authorize the consummation of the transactions contemplated by this
Agreement and the other Operative Documents on the part of the Depositor and
the performance by the Depositor of its obligations under this Agreement and
such of the other Operative Documents to which it is a party.

(j) The transactions contemplated by this Agreement are in the
ordinary course of business of the Depositor.

(k) The Depositor has received fair consideration and reasonably
equivalent value in exchange for the sale of its interest in the Home Equity
Loans.

(l) The Depositor did not sell any interest in any Home Equity
Loan with an intent to hinder, delay or defraud any of its creditors.

(m) The Depositor is not insolvent, nor will it be made insolvent
by the sale of the Home Equity Loans, nor is the Depositor aware of any pending
insolvency.

(n) On the Closing Date, the Issuer will have good title to each
Initial Home Equity Loan and such other items comprising the Trust Estate free
and clear of any lien.

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<PAGE> 24
(o) No material adverse change affecting any security for the
Notes has occurred prior to delivery of and payment for the Notes.

(p) The Depositor is not in default under any agreement involving
financial obligations or on any outstanding obligation which would materially
adversely impact the financial condition or operations of the Depositor or
legal documents associated with the transaction contemplated by this Agreement.

(q) To the best knowledge of the Depositor, there has been no
material adverse change in any information submitted by the Depositor in
writing to the Note Insurer with respect to the transactions contemplated by
this Agreement (unless such information was subsequently supplemented in
writing).

It is understood and agreed that the representations and warranties
set forth in this Section 2.01 shall survive delivery of the respective Home
Equity Loans to the Issuer.

Upon discovery by any of the Depositor, the Issuer, the Seller, the
Servicer, the Custodian, any Sub-Servicer, the Note Insurer, any Owner or the
Indenture Trustee (each, for purposes of this paragraph, a party) of a breach
of any of the representations and warranties set forth in this Section 2.01
which materially and adversely affects the interests of the Owners or of the
Note Insurer, the party discovering such breach shall give prompt written
notice to the other parties. As promptly as practicable, but in any event,
within 60 days of its discovery or its receipt of notice of breach, the
Depositor shall cure such breach in all material respects; provided, however,
that if the Depositor can establish to the reasonable satisfaction of the Note
Insurer that it is diligently pursuing remedial action, then the cure period
may be extended for an additional 90 days with the written approval of the Note
Insurer.

Section 2.02 Representations and Warranties of the Servicer.

The Servicer hereby represents, warrants and covenants to the
Depositor, the Issuer, the Owner Trustee, the Indenture Trustee, the Note
Insurer and the Owners that as of the Closing Date:

(a) The Servicer is a limited partnership duly formed and validly
existing under the laws of the State of Delaware, is, and each Sub-Servicer is,
in compliance with the laws of each state in which any Property is located to
the extent necessary to enable it to perform its obligations hereunder and is
in good standing in each jurisdiction in which the nature of its business, or
the properties owned or leased by it make such qualification necessary. The
Servicer and each Sub-Servicer have all requisite partnership or corporate, as
the case may be, power and authority to own and operate its or their
properties, to carry out its or their business as presently conducted and as
proposed to be conducted and to enter into and discharge its or their
obligations under this Agreement and the other Operative Documents to which the
Servicer is a party.

(b) The execution and delivery of this Agreement and any other
Operative Document to which it is a party by the Servicer and its performance
and compliance with the terms hereof and thereof have been duly authorized by
all necessary action on the part of the Servicer and will not violate the
Servicer's Agreement of Limited Partnership or constitute a default (or an
event which, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material contract, agreement or other
instrument to which the Servicer is a party or by which the Servicer is bound
or violate any statute or any order, rule or regulation of any court,
governmental agency or body or other tribunal having jurisdiction over the
Servicer or any of its properties.

(c) This Agreement and the Operative Documents to which the
Servicer is a party, assuming due authorization, execution and delivery by the
other parties hereto and thereto, each constitutes a valid,

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<PAGE> 25
legal and binding obligation of the Servicer, enforceable against it in
accordance with the terms hereof and thereof, except as the enforcement hereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other similar laws affecting creditors' rights generally and by general
principles of equity (whether considered in a proceeding or action in equity or
at law).

(d) The Servicer is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which might have consequences that would
materially and adversely affect the condition (financial or otherwise) or
operations of the Servicer or its properties or might have consequences that
would materially and adversely affect its performance hereunder or under the
other Operative Documents to which the Servicer is a party.

(e) No litigation is pending with respect to which the Servicer
has received service of process or, to the best of the Servicer's knowledge,
threatened against the Servicer which litigation might have consequences that
would prohibit its entering into this Agreement or any other Operative Document
or that would materially and adversely affect the condition (financial or
otherwise) or operations of the Servicer or its properties or might have
consequences that would materially and adversely affect the validity or the
enforceability of the Home Equity Loans or its performance hereunder and the
other Operative Documents to which the Servicer is a party.

(f) No certificate of an officer, statement furnished in writing
or report delivered pursuant to the terms hereof by the Servicer contains any
untrue statement of a material fact or omits to state any material fact
necessary to make the certificate, statement or report not misleading.

(g) The statements contained in the Registration Statement which
describe the Servicer or matters or activities for which the Servicer is
responsible or which are attributed to the Servicer therein are true and
correct in all material respects, and the Registration Statement does not
contain any untrue statement of a material fact with respect to the Servicer or
omit to state a material fact required to be stated therein or necessary to
make the statements contained therein with respect to the Servicer, in light of
the circumstances under which they were made, not misleading.

(h) The Servicing Fee is a "current (normal) servicing fee rate"
as that term is used in Statement of Financial Accounting Standards No. 65
issued by the Financial Accounting Standards Board. Neither the Servicer nor
any affiliate thereof will report on any financial statements any part of the
Servicing Fee as an adjustment to the sales price of the Home Equity Loans.

(i) All actions, approvals, consents, waivers, exemptions,
variances, franchises, orders, permits, authorizations, rights and licenses
required to be taken, given or obtained, as the case may be, by or from any
federal, state or other governmental authority or agency (other than any such
actions, approvals, etc. under any state securities laws, real estate
syndication or "Blue Sky" statutes, as to which the Servicer makes no such
representation or warranty), that are necessary or advisable in connection with
the execution and delivery by the Servicer of the Operative Documents to which
it is a party, have been duly taken, given or obtained, as the case may be, are
in full force and effect on the date hereof, are not subject to any pending
proceedings or appeals (administrative, judicial or otherwise) and either the
time within which any appeal therefrom may be taken or review thereof may be
obtained has expired or no review thereof may be obtained or appeal therefrom
taken, and are adequate to authorize the consummation of the transactions
contemplated by this Agreement and the other Operative Documents on the part of
the Servicer and the performance by the Servicer of its obligations under this
Agreement and such of the other Operative Documents to which it is a party.

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<PAGE> 26
(j) The collection practices used by the Servicer with respect to
the Home Equity Loans have been, in all material respects, legal, proper,
prudent and customary in the mortgage servicing business and in conformity with
relevant Fannie Mae guidelines.

(k) The transactions contemplated by this Agreement are in the
ordinary course of business of the Servicer.

(l) No material adverse change affecting any security for the
Notes has occurred prior to delivery of and payment for the Notes.

(m) The Servicer is not in default under any agreement involving
financial obligations or on any outstanding obligation which would materially
adversely impact the financial condition or operations of the Servicer or legal
documents associated with the transaction contemplated by this Agreement.

(n) To the best knowledge of the Servicer, there has been no
material adverse change in any information submitted by the Servicer in writing
to the Note Insurer with respect to the transactions contemplated by this
Agreement (unless such information was subsequently supplemented in writing).

It is understood and agreed that the representations and warranties
set forth in this Section 2.02 shall survive delivery of the Home Equity Loans
to the Issuer.

Upon discovery by any of the Depositor, the Seller, the Issuer, the
Custodian, any Sub-Servicer, the Note Insurer, any Owner or the Indenture
Trustee (each, for purposes of this paragraph, a party) of a breach of any of
the representations and warranties set forth in this Section 2.02 which
materially and adversely affects the interests of the Owners or of the Note
Insurer, the party discovering such breach shall give prompt written notice to
the other parties. As promptly as practicable, but in any event, within 60
days of its discovery or its receipt of notice of breach, the Servicer shall
cure such breach in all material respects and, upon the Servicer's continued
failure to cure such breach, may thereafter be removed by the Note Insurer or
by the Indenture Trustee with the written consent of the Note Insurer pursuant
to Section 4.20 hereof; provided, however, that if the Servicer can establish
to the reasonable satisfaction of the Note Insurer that it is diligently
pursuing remedial action, then the cure period may be extended for an
additional 90 days with the written approval of the Note Insurer.

Section 2.03 Representations and Warranties of the Seller.

The Seller hereby represents, warrants and covenants to the Issuer,
the Depositor, the Owner Trustee, the Indenture Trustee, the Note Insurer and
the Owners that as of the Closing Date:

(a) The Seller is a limited partnership duly formed and validly
existing under the laws governing its creation and existence and is in good
standing in each jurisdiction in which the nature of its business, or the
properties owned or leased by it make such qualification necessary. The Seller
has all requisite authority to own and operate its properties, to carry out its
business as presently conducted and as proposed to be conducted and to enter
into and discharge its obligations under this Agreement and the other Operative
Documents to which it is a party.

(b) The execution and delivery of this Agreement and the other
Operative Documents to which it is a party by the Seller and its performance
and compliance with the terms of this Agreement and the other Operative
Documents to which it is a party have been duly authorized by all necessary
corporate action on the part of the Seller and will not violate the Seller's
Agreement of Limited Partnership or constitute a default (or an event which,
with notice or lapse of time, or both, would constitute a default) under, or
result in a breach of, any material contract, agreement or other instrument to
which the Seller is a party or by which the Seller is bound or violate any
statute or any order, rule or

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<PAGE> 27
regulation of any court, governmental agency or body or other tribunal having
jurisdiction over the Seller or any of its properties.

(c) This Agreement and the other Operative Documents to which the
Seller is a party, assuming due authorization, execution and delivery by the
other parties hereto and thereto, each constitutes a valid, legal and binding
obligation of the Seller, enforceable against it in accordance with the terms
hereof and thereof, except as the enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally and by general principles of equity
(whether considered in a proceeding or action in equity or at law).

(d) The Seller is not in default with respect to any order or
decree of any court or any order, regulation or demand of any federal, state,
municipal or governmental agency, which default would materially and adversely
affect the condition (financial or other) or operations of the Seller or its
properties or the consequences of which would materially and adversely affect
its performance hereunder and under the other Operative Documents to which the
Seller is a party.

(e) No litigation is pending with respect to which the Seller has
received service of process or, to the best of the Seller's knowledge,
threatened against the Seller which litigation might have consequences that
would prohibit its entering into this Agreement or any other Operative
Documents to which it is a party or that would materially and adversely affect
the condition (financial or otherwise) or operations of the Seller or its
properties or might have consequences that would materially and adversely
affect its performance hereunder and under the other Operative Documents to
which the Seller is a party.

(f) No certificate of an officer, statement furnished in writing
or report delivered pursuant to the terms hereof by the Seller contains any
untrue statement of a material fact or omits to state any material fact
necessary to make the certificate, statement or report not misleading.

(g) The statements contained in the Registration Statement which
describe the Seller or matters or activities for which the Seller is
responsible in accordance with the Operative Documents or which are
attributable to the Seller therein are true and correct in all material
respects, and the Registration Statement does not contain any untrue statement
of a material fact with respect to the Seller required to be stated therein or
necessary to make the statements contained therein with respect to the Seller,
in light of the circumstances under which they were made, not misleading. The
Registration Statement does not contain any untrue statement of a material fact
required to be stated therein or omit to state any material fact necessary to
make the statements contained therein, in light of the circumstances under
which they were made, not misleading. There is no fact known to the Seller
that materially adversely affects or in the future may (so far as the Seller
can now reasonably foresee) materially adversely affect the Seller or the Home
Equity Loans that has not been set forth in the Registration Statement.

(h) Upon the receipt of each Home Equity Loan (including the
related Mortgage Note) and other items of the Trust Estate by the Indenture
Trustee, the Issuer will have good title to such Home Equity Loan (including
the related Mortgage Note) and such other items of the Trust Estate free and
clear of any lien, charge, mortgage, encumbrance or rights of others, except as
set forth in Section 2.04(b)(ix) (other than liens which will be simultaneously
released (and except for the lien of the Indenture)).

(i) Neither the Seller nor any affiliate thereof will report on
any financial statement any part of the Servicing Fee as an adjustment to the
sales price of the Home Equity Loans.

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(j) All actions, approvals, consents, waivers, exemptions,
variances, franchises, orders, permits, authorizations, rights and licenses
required to be taken, given or obtained, as the case may be, by or from any
federal, state or other governmental authority or agency (other than any such
actions, approvals, etc. under any state securities laws, real estate
syndication or "Blue Sky" statutes, as to which the Seller makes no such
representation or warranty), that are necessary or advisable in connection with
the purchase and sale of the Notes and the execution and delivery by the Seller
of the Operative Documents to which it is a party, have been duly taken, given
or obtained, as the case may be, are in full force and effect on the date
hereof, are not subject to any pending proceedings or appeals (administrative,
judicial or otherwise) and either the time within which any appeal therefrom
may be taken or review thereof may be obtained has expired or no review thereof
may be obtained or appeal therefrom taken, and are adequate to authorize the
consummation of the transactions contemplated by this Agreement and the other
Operative Documents on the part of the Seller and the performance by the Seller
of its obligations under this Agreement and such of the other Operative
Documents to which it is a party.

(k) The origination practices used by the Seller with respect to
the Home Equity Loans have been, in all material respects, legal, proper,
prudent and customary in the mortgage lending business.

(l) The transactions contemplated by this Agreement are in the
ordinary course of business of the Seller.

(m) Neither the Owner Trustee nor the Seller has any obligation to
register the Trust as an investment company under the Investment Company Act of
1940, as amended.

(n) The Seller is not insolvent, nor will it be made insolvent by
the transfer of the Home Equity Loans, nor is the Seller aware of any pending
insolvency.

(o) The Seller received fair consideration and reasonably
equivalent value in exchange for the sale of the interests in the Home Equity
Loans.

(p) The Seller did not sell any interest in any Home Equity Loan
with any intent to hinder, delay or defraud any of its creditors.

(q) No material adverse change affecting any security for the
Notes has occurred prior to delivery of and payment for the Notes.

(r) The Seller is not in default under any agreement involving
financial obligations or on any outstanding obligation which would materially
adversely impact the financial condition or operations of the Seller or legal
documents associated with the transaction contemplated by this Agreement.

(s) To the best knowledge of the Seller, there has been no
material adverse change in any information submitted by the Seller in writing
to the Note Insurer with respect to the transactions contemplated by this
Agreement (unless such information was subsequently supplemented in writing).

It is understood and agreed that the representations and warranties
set forth in this Section 2.03 shall survive delivery of the respective Home
Equity Loans to the Indenture Trustee.

Upon discovery by any of the Issuer, the Depositor, the Servicer, the
Custodian, any Sub-Servicer, any Owner, the Seller, the Note Insurer or the
Indenture Trustee (each, for purposes of this paragraph, a "party") of a breach
of any of the representations and warranties set forth in this Section 2.03
which materially and adversely affects the interests of the Owners or the
interests of the Note

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<PAGE> 29
Insurer, the party discovering such breach shall give prompt written notice to
the other parties. The Seller hereby covenants and agrees that within 60 days
of its discovery or its receipt of notice of breach, it shall cure such breach
in all material respects or, with respect to a breach of clause (h) above, the
Seller may (or may cause an affiliate of the Seller to) on or prior to the
second Monthly Remittance Date next succeeding such discovery or receipt of
notice (i) substitute in lieu of any Home Equity Loan not in compliance with
clause (h) a Qualified Replacement Mortgage and, if the outstanding principal
amount of such Qualified Replacement Mortgage as of the applicable Replacement
Cut-Off Date is less than the Loan Balance of such Home Equity Loan as of such
Replacement Cut-Off Date, deliver an amount (a "Substitution Amount") equal to
such difference together with the aggregate amount of (A) all Delinquency
Advances and Servicing Advances theretofore made with respect to such Home
Equity Loan and (B) all Delinquency Advances which the Servicer has theretofore
failed to remit with respect to such Home Equity Loan to the Servicer for
deposit in the Principal and Interest Account or (ii) purchase such Home Equity
Loan from the Issuer at the Loan Purchase Price, which purchase price shall be
delivered to the Servicer for deposit in the Principal and Interest Account.
The Seller shall deliver an Officer's Certificate to the Indenture Trustee and
the Note Insurer concurrently with the delivery of a Qualified Replacement
Mortgage pursuant to Sections 2.03, 2.04 and 2.06 stating that such Home Equity
Loan meets the requirements of the definition of a Qualified Replacement
Mortgage and that all other conditions to the substitution thereof have been
satisfied. Any Home Equity Loan as to which repurchase or substitution was
delayed pursuant to this Section shall be repurchased or substituted for
(subject to compliance with Section 2.03, 2.04 or 2.06, as the case may be)
upon the occurrence of a default or imminent default with respect to such Home
Equity Loan.

Section 2.04 Covenants of Seller to Take Certain Actions with
Respect to the Home Equity Loans in Certain
Situations.

(a) Upon the discovery by the Issuer, the Depositor, the Seller, the
Servicer, the Note Insurer, any Sub-Servicer, any Owner, the Custodian or the
Indenture Trustee that the representations and warranties set forth in clause
(b) below were untrue in any material respect as of the Closing Date with the
result that the interests of the Owners or of the Note Insurer are materially
and adversely affected, the party discovering such breach shall give prompt
written notice to the other parties. Upon the earliest to occur of the Seller's
discovery, its receipt of notice of breach from any one of the other parties or
such time as a situation resulting from an existing statement which is untrue
materially and adversely affects the interests of the Owners or of the Note
Insurer, the Seller hereby covenants and warrants that it shall promptly cure
such breach in all material respects or subject to the last three sentences of
Section 2.03 it shall on or before the second Monthly Remittance Date next
succeeding such discovery, receipt of notice or such time (i) substitute in
lieu of each Home Equity Loan which has given rise to the requirement for
action by the Seller a Qualified Replacement Mortgage and deliver the
Substitution Amount to the Servicer for deposit in the Principal and Interest
Account or (ii) purchase such Home Equity Loan from the Trust at a purchase
price equal to the Loan Purchase Price thereof, which purchase price shall be
delivered to the Servicer for deposit in the Principal and Interest Account;
provided, however, that if the Seller can establish to the reasonable
satisfaction of the Note Insurer that it is diligently pursuing remedial
action, the period of time in which the Seller must substitute a Qualified
Replacement Mortgage or purchase such Home Equity Loan may be extended for an
additional 30 days with the written approval of the Note Insurer. It is
understood and agreed that the obligation of the Seller so to substitute or
purchase any Home Equity Loan as to which such a statement set forth below is
untrue in any material respect and has not been remedied shall constitute the
sole remedy respecting a discovery of any such statement which is untrue in any
material respect in this Section 2.04 available to the Owners and the Indenture
Trustee.

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(b) The Seller hereby represents, warrants and covenants to the
Indenture Trustee, the Issuer, the Servicer, the Note Insurer and the Owners
that as of the Closing Date:

(i) The information with respect to each Home Equity Loan
set forth in the Schedule of Home Equity Loans is true and correct
as of the Cut-Off Date;

(ii) All the original or certified documentation set forth
in Section 2.05 (including all material documents related thereto)
with respect to each Home Equity Loan has been or will be delivered
to the Custodian on behalf of the Indenture Trustee on the Closing
Date or as otherwise provided in Section 2.05;

(iii) Each Home Equity Loan being transferred to the Trust
is secured by a Mortgage;

(iv) Each Property is improved by a single (one-to-four)
family residential dwelling (except for 3.46% of the Home Equity
Loans in the amount of $19,930,847), that are condominiums, planned
unit developments, townhouses, manufactured housing, or multifamily
residential, provided that no more than 0.21% of the Properties are
secured by manufactured homes, each of which is considered to be
real property under the applicable local law;

(v) As of the Cut-Off Date, no Home Equity Loan has a
Loan-to-Value Ratio in excess of 85%, except for 424 Home Equity
Loans in the amount of $49,667,324 that had a Loan-to-Value Ratio
not greater than 100%;

(vi) Each Home Equity Loan is being serviced by the
Servicer in accordance with the terms of this Agreement;

(vii) The Mortgage Note related to each Home Equity Loan
bears a current Coupon Rate of at least 5.50% per annum;

(viii) Each Mortgage Note with respect to the Home Equity
Loans will provide for a schedule of substantially level and equal
Monthly Payments which are sufficient to amortize fully the
principal balance of such Mortgage Note on or before its maturity
date except for 6 Home Equity Loans in the amount of $944,225
representing 0.16% of the aggregate Loan Balance of the Home Equity
Loans as of the Cut-Off Date, which may provide for a "balloon"
payment due at the end of the 15th year (except for 1 Home Equity
Loan in the amount of $92,144, which provides for a "balloon"
payment at the end of the 20th year);

(ix) As of the Closing Date, each Mortgage is a valid and
subsisting first or second lien of record (or is in the process of
being recorded) on the Property as noted on Schedule I attached
hereto subject in the case of any Second Mortgage Loan only to a
Senior Lien on such Property and subject in all cases to the
exceptions to title set forth in the title insurance policy or
attorney's opinion of title, with respect to the related Home Equity
Loan, which exceptions are generally acceptable to banking
institutions in connection with their regular mortgage lending
activities, and such other exceptions to which similar properties
are commonly subject and which do not individually, or in the
aggregate, materially and adversely affect the benefits of the
security intended to be provided by such Mortgage;

(x) Immediately prior to the transfer and assignment of
the Home Equity Loans by the Depositor to the Issuer herein
contemplated, the Depositor held good and indefeasible title to, and
was the sole owner of, each Home Equity Loan (including the related
Mortgage Note)

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subject to no liens, charges, mortgages, encumbrances or rights of
others except as set forth in clause (ix) or other liens which will
be released simultaneously with such transfer and assignment; and
immediately upon the transfer and assignment herein contemplated,
the Issuer will hold good and indefeasible title to, and be the sole
owner of, each Home Equity Loan subject to no liens, charges,
mortgages, encumbrances or rights of others except as set forth in
paragraph (ix) or other liens which will be released simultaneously
with such transfer and assignment and except for the lien of the
Indenture;

(xi) As of the opening of business on the Cut-Off Date, no
Home Equity Loan is 30 days or more Delinquent except that there are
259 Home Equity Loans with an outstanding aggregate Loan Balance of
$22,461,127 that are 30 or more days Delinquent but not more than 59
days Delinquent and there are 12 Home Equity Loans with an
outstanding aggregate Loan Balance of $1,306,886 that are 60 or more
days Delinquent but not more than 89 days Delinquent;

(xii) There is no delinquent tax or assessment lien on any
Property, and each Property is free of substantial damage and is in
good repair;

(xiii) There is no valid and enforceable offset, defense or
counterclaim to any Mortgage Note or Mortgage, including the
obligation of the related Mortgagor to pay the unpaid principal of
or interest on such Mortgage Note;

(xiv) There is no mechanics' lien or claim for work, labor
or material affecting any Property which is or may be a lien prior
to, or equal with, the lien of the related Mortgage except those
which are insured against by any title insurance policy referred to
in paragraph (xvi) below;

(xv) Each Home Equity Loan at the time it was made
complied in all material respects with applicable state and federal
laws and regulations, including, without limitation, the federal
Truth-in-Lending Act (as amended by the Riegle Community Development
and Regulatory Improvement Act of 1994) and other consumer
protection laws, usury, equal credit opportunity, disclosure and
recording laws;

(xvi) With respect to each Home Equity Loan either (a) an
attorney's opinion of title has been obtained but no lender's title
insurance policy has been obtained, or (b) a lender's title
insurance policy, issued in standard American Land Title Association
form by a title insurance company authorized to transact business in
the state in which the related Property is situated, in an amount at
least equal to the original balance of such Home Equity Loan
together, in the case of a Second Mortgage Loan, with the
then-original principal amount of the mortgage note relating to the
Senior Lien, insuring the mortgagee's interest under the related
Home Equity Loan as the holder of a valid first or second mortgage
lien of record on the real property described in the related
Mortgage, as the case may be, subject only to exceptions of the
character referred to in paragraph (ix) above, was effective on the
date of the origination of such Home Equity Loan, and, as of the
Closing Date, such policy is valid and thereafter such policy shall
continue in full force and effect (provided that an attorney's
opinion of title without a lender's title insurance policy has been
obtained with respect to no more than 2% of the Original Aggregate
Loan Balance);

(xvii) The improvements upon each Property are covered by a
valid and existing hazard insurance policy with a carrier generally
acceptable to the Servicer that provides for fire and

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<PAGE> 32
extended coverage representing coverage not less than the least of
(A) the outstanding principal balance of the related Home Equity
Loan (together, in the case of a Second Mortgage Loan, with the
outstanding principal balance of the Senior Lien), (B) the minimum
amount required to compensate for damage or loss on a replacement
cost basis or (C) the full insurable value of the Property;

(xviii) If any Property is in an area identified in the
Federal Register by the Federal Emergency Management Agency as
having special flood hazards, a flood insurance policy in a form
meeting the requirements of the current guidelines of the Flood
Insurance Administration is in effect with respect to such Property
with a carrier generally acceptable to the Servicer in an amount
representing coverage not less than the least of (A) the outstanding
principal balance of the related Home Equity Loan (together, in the
case of a Second Mortgage Loan, with the outstanding principal
balance of the Senior Lien), (B) the minimum amount required to
compensate for damage or loss on a replacement cost basis or (C) the
maximum amount of insurance that is available under the Flood
Disaster Protection Act of 1973;

(xix) Each Mortgage and Mortgage Note are the legal, valid
and binding obligation of the maker thereof and are enforceable in
accordance with their terms, except only as such enforcement may be
limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity (whether considered in
a proceeding or action in equity or at law), and all parties to each
Home Equity Loan had full legal capacity to execute all documents
relating to such Home Equity Loan and convey the estate therein
purported to be conveyed;

(xx) The Seller has caused and will cause to be performed
any and all acts required to be performed to preserve the rights and
remedies of the Indenture Trustee in any Insurance Policies
applicable to any Home Equity Loans delivered by the Seller
including, without limitation, any necessary notifications of
insurers, assignments of policies or interests therein, and
establishments of co-insured, joint loss payee and mortgagee rights
in favor of the Indenture Trustee;

(xxi) As of the Closing Date, no more than 0.32% of the
aggregate Loan Balance of the Home Equity Loans will be secured by
Properties located within any single zip code area;

(xxii) Each original Mortgage was recorded or is in the
process of being recorded, and all subsequent assignments of the
original Mortgage have been delivered for recordation or have been
recorded in the appropriate jurisdictions wherein such recordation
is necessary to perfect the lien thereof as against creditors of or
purchasers from the Seller (or, subject to Section 2.05 hereof, are
in the process of being recorded); each Mortgage and assignment of
Mortgage is in recordable form and is acceptable for recording under
the laws of the jurisdiction in which the property securing such
Mortgage is located;

(xxiii) The terms of each Mortgage Note and each Mortgage
have not been impaired, altered or modified in any respect, except
by a written instrument which has been recorded, if necessary, to
protect the interest of the Owners and the Note Insurer and which
has been delivered to the Indenture Trustee. The substance of any
such alteration or modification is reflected on the related Schedule
of Home Equity Loans;

(xxiv) The proceeds of each Home Equity Loan have been fully
disbursed, and there is no obligation on the part of the mortgagee
to make future advances thereunder. Any and all

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<PAGE> 33
requirements as to completion of any on-site or off-site
improvements and as to disbursements of any escrow funds therefor
have been complied with. All costs, fees and expenses incurred in
making or closing or recording such Home Equity Loans were paid;

(xxv) The related Mortgage Note is not and has not been
secured by any collateral, pledged account or other security except
the lien of the corresponding Mortgage;

(xxvi) No Home Equity Loan has a shared appreciation
feature, or other contingent interest feature;

(xxvii) Each Property is located in the state identified in
the respective Schedule of Home Equity Loans and consists of one or
more parcels of real property with a residential dwelling erected
thereon;

(xxix) Any advances made after the date of origination of a
Home Equity Loan but prior to the Cut-Off Date have been
consolidated with the outstanding principal amount secured by the
related Mortgage, and the secured principal amount, as consolidated,
bears a single interest rate and single repayment term reflected on
the Schedule of Home Equity Loans. The consolidated principal
amount does not exceed the original principal amount of the related
Home Equity Loan. No Mortgage Note permits or obligates the
Servicer to make future advances to the related Mortgagor at the
option of the Mortgagor;

(xxx) There is no proceeding pending or threatened for the
total or partial condemnation of any Property, nor is such a
proceeding currently occurring, and each Property is undamaged by
waste, fire, water, flood, earthquake or earth movement;

(xxxi) All of the improvements which were included for the
purposes of determining the Appraised Value of any Property lie
wholly within the boundaries and building restriction lines of such
Property, and no improvements on adjoining properties encroach upon
such Property, and are stated in the title insurance policy and
affirmatively insured;

(xxxii) No improvement located on or being part of any
Property is in violation of any applicable zoning law or regulation.
All inspections, licenses and certificates required to be made or
issued with respect to all occupied portions of each Property and,
with respect to the use and occupancy of the same, including but not
limited to certificates of occupancy and fire underwriting
certificates, have been made or obtained from the appropriate
authorities and such Property is lawfully occupied under the
applicable law;

(xxxiii) With respect to each Mortgage constituting a deed of
trust, a trustee, duly qualified under applicable law to serve as
such, has been properly designated and currently so serves and is
named in such Mortgage, and no fees or expenses are or will become
payable by the Owners or the Indenture Trust to the trustee under
the deed of trust, except in connection with a trustee's sale after
default by the related Mortgagor;

(xxxiv) Each Mortgage contains customary and enforceable
provisions which render the rights and remedies of the holder
thereof adequate for the realization against the related

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<PAGE> 34
Property of the benefits of the security, including (A) in the case
of a Mortgage designated as a deed of trust, by trustee's sale and
(B) otherwise by judicial foreclosure. There is no homestead or
other exemption other than any applicable Mortgagor redemption
rights available to the related Mortgagor which would materially
interfere with the right to sell the related Property at a trustee's
sale or the right to foreclose the related Mortgage;

(xxxv) Other than with respect to the Delinquencies noted in
item (xi) hereof, there is no default, breach, violation or event of
acceleration existing under any Mortgage or the related Mortgage
Note and no event which, with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration; and neither the
Servicer nor the Seller has waived any default, breach, violation or
event of acceleration;

(xxxvi) No instrument of release or waiver has been executed
in connection with any Home Equity Loan, and no Mortgagor has been
released, in whole or in part, except in connection with an
assumption agreement which has been approved by the primary mortgage
guaranty insurer, if any, and which has been delivered to the
Custodian;

(xxxvii) The maturity date of each Home Equity Loan that is a
second lien is at least twelve months prior to the maturity date of
the related first home equity loan if such first home equity loan
provides for a balloon payment;

(xxxviii) Each Home Equity Loan was underwritten in
accordance with the credit underwriting guidelines of the Seller as
set forth in the Seller's Policies and Procedures Manual, as in
effect on the date hereof and such Manual conforms in all material
respects to the description thereof set forth in the Prospectus
Supplement;

(xxxix) Each Home Equity Loan was originated based upon a
full appraisal, which included an interior inspection of the subject
property;

(xl) The Home Equity Loans were not selected for sale to
the Issuer by the Depositor on any basis intended to adversely
affect the Issuer;

(xli) No more than 6.75% of the aggregate Loan Balance of
the Home Equity Loans are secured by Properties that are non-owner
occupied Properties (i.e., investor-owned and vacation);

(xlii) The Depositor has no actual knowledge that there
exist any hazardous substances, hazard wastes or solid wastes, as
such terms are defined in the Comprehensive Environmental Response
Compensation and Liability Act, the Resource Conservation and
Recovery Act of 1976, or other federal, state or local environmental
legislation on any Property;

(xliii) The Seller was properly licensed or otherwise
authorized, to the extent required by applicable law, to originate
or purchase each Home Equity Loan and the consummation of the
transactions herein contemplated, including, without limitation, the
receipt of interest by the Owners and the ownership of the Home
Equity Loans by the Issuer will not involve the violation of such
laws;

(xliv) With respect to each Property subject to a ground
lease (i) the current ground lessor has been identified and all
ground rents which have previously become due and owing

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have been paid; (ii) the ground lease term extends, or is
automatically renewable, for at least five years beyond the maturity
date of the related Home Equity Loan; (iii) the ground lease has
been duly executed and recorded; (iv) the amount of the ground rent
and any increases therein are clearly identified in the lease and
are for predetermined amounts at predetermined times; (v) the ground
rent payment is included in the borrower's monthly payment as an
expense item in determining the qualification of the borrower for
such Home Equity Loan; (vi) the Issuer has the right to cure
defaults on the ground lease; and (vii) the terms and conditions of
the leasehold do not prevent the free and absolute marketability of
the Property. As of the Cut-Off Date, the Loan Balance of the Home
Equity Loans with related Properties subject to ground leases does
not exceed 1% of the Original Aggregate Loan Balance;

(xlv) As of the Closing Date, with respect to each Home
Equity Loan that is a second lien the Depositor has not received a
notice of default of any First Mortgage Loan secured by any Property
which has not been cured by a party other than the Seller;

(xlvi) No Home Equity Loan is subject to a temporary rate
reduction pursuant to a buydown program;

(xlvii) No more than 2.55% of the aggregate Loan Balance of
the Home Equity Loans was originated under the Seller's non-income
verification program;

(xlviii) The Coupon Rate on each Home Equity Loan is
calculated on the basis of a year of 360 days with twelve 30-day
months;

(xlix) Neither the operation of any of the terms of each
Mortgage Note and each Mortgage nor the exercise of any right
thereunder will render either the Mortgage Note or the Mortgage
unenforceable, in whole or in part, nor subject it to any right of
rescission, set-off, counterclaim or defense, including, without
limitation, the defense of usury;

(l) Any adjustment to the Coupon Rate on a Home Equity
Loan has been legal, proper and in accordance with the terms of the
related Mortgage Note;

(li) No Home Equity Loan is subject to negative
amortization; and

(lii) As of the Cut-Off Date, the FTC holder regulation
provided in 16 C.F.R. Part 433 applies to none of the Home Equity
Loans.

(c) In the event that any Qualified Replacement Mortgage is delivered
by the Seller to the Trust pursuant to Section 2.03, Section 2.04 or Section
2.06 hereof, the Seller shall be obligated to take the actions described in
Section 2.04(a) with respect to such Qualified Replacement Mortgage upon the
discovery by any of the Owners, the Seller, the Servicer, the Note Insurer, any
Sub-Servicer, the Custodian or the Indenture Trustee that the statements set
forth in subsection (b) above are untrue in any material respect on the date
such Qualified Replacement Mortgage is conveyed to the Trust such that the
interests of the Owners or the Note Insurer in the related Qualified
Replacement Mortgage are materially and adversely affected; provided, however,
that for the purposes of this subsection (c) the statements in subsection (b)
above referring to items "as of the Cut-Off Date" or "as of the Closing Date"
shall be deemed to refer to such items as of the date such Qualified
Replacement Mortgage is conveyed to the Trust. Notwithstanding the fact that a
representation contained in subsection (b) above may be limited to the Seller's
or the Depositor's knowledge, such limitation shall not relieve the Seller of
its repurchase obligation under this Section and Section 2.05 hereof.

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(d) It is understood and agreed that the covenants set forth in this
Section 2.04 shall survive delivery of the respective Home Equity Loans
(including Qualified Replacement Mortgages) to the Indenture Trustee or the
Custodian.

(e) The Indenture Trustee shall have no duty to conduct any
affirmative investigation other than as specifically set forth in this
Agreement as to the occurrence of any condition requiring the repurchase or
substitution of any Home Equity Loan pursuant to this Article II or the
eligibility of any Home Equity Loan for the purpose of this Agreement.

Section 2.05 Conveyance of the Home Equity Loans and Qualified
Replacement Mortgages.

(a) On the Closing Date the Depositor, concurrently with the
execution and delivery hereof, transfers, assigns, sets over and otherwise
conveys without recourse, to the Issuer, all of its right, title and interest
in and to the Home Equity Loans (other than payments of principal and interest
due on the Home Equity Loans on or before the Cut-Off Date). The transfer by
the Depositor of the Home Equity Loans set forth on the Schedule of Home Equity
Loans to the Issuer is absolute and is intended by all parties hereto to be
treated as a sale by the Depositor.

In the event that such conveyance is deemed to be a loan, the parties
intend that the Depositor shall be deemed to have granted to the Issuer a
security interest in the Trust Estate, and that this Agreement shall constitute
a security agreement under applicable law.

In connection with the sale, transfer, assignment, and conveyance from
the Seller to the Depositor under the Loan Sale Agreement, the Seller has
filed, in the appropriate office or offices in the States of Delaware and
Florida, a UCC-1 financing statement executed by the Seller as debtor, naming
the Depositor as secured party and listing the Home Equity Loans and the other
property described above as collateral. The characterization of the Seller as
the debtor and the Depositor as the secured party in such financing statements
is solely for protective purposes and shall in no way be construed as being
contrary to the intent of the parties that this transaction be treated as a
sale of the Seller's entire right, title and interest in the Trust Estate. In
connection with such filing, the Seller agrees that it shall cause to be filed
all necessary continuation statements thereof and to take or cause to be taken
such actions and execute such documents as are necessary to perfect and protect
the Depositor's interest in the Trust Estate.

In connection with the sale, transfer, assignment, and conveyance from
the Depositor to the Issuer, the Depositor has filed, in the appropriate office
or offices in the States of Delaware and Florida a UCC-1 financing statement
executed by the Depositor as debtor, naming the Issuer as secured party and
listing the Home Equity Loans and the other property described above as
collateral. The characterization of the Depositor as a debtor and the Issuer
as the secured party in such financing statements is solely for protective
purposes and shall in no way be construed as being contrary to the intent of
the parties that this transaction be treated as a sale of the Depositor's
entire right, title and interest in the Trust Estate. In connection with such
filing, the Depositor agrees that it shall cause to be filed all necessary
continuation statements thereof and to take or cause to be taken such actions
and execute such documents as are necessary to perfect and protect the
Issuer's, the Owners' and the Note Insurer's interest in the Trust Estate.

In connection with the pledge of the Trust Estate from the Issuer to
the Indenture Trustee, on behalf of the Owners of the Notes, the Issuer has
filed, in the appropriate office or offices in the State of Delaware, a UCC-1
Financing Statement executed by the Issuer as debtor, naming the Indenture
Trustee, on behalf of the Owners of the Notes, as the secured party and listing
the Home Equity Loans

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and the other property described above as collateral. In connection with such
filing, the Issuer agrees that it shall cause to be filed all necessary
continuation statements thereof and to take or cause to be taken such actions
and execute such documents as are necessary to perfect and protect the
Indenture Trustee's interest in the Trust Estate on behalf of the Owners of the
Notes.

(b) In connection with the transfer and assignment of the Initial
Home Equity Loans, or on each Subsequent Transfer Date with respect to the
Subsequent Home Equity Loan, the Seller and the Depositor agree to:

(i) deliver without recourse to the Custodian, on behalf
of the Indenture Trustee, on the Closing Date with respect to each
Home Equity Loan, (A) the original Mortgage Notes endorsed in blank or
to the order of "The Chase Manhattan Bank, as Indenture Trustee for
the IMC Adjustable Rate Home Equity Loan Asset Backed Notes, Series
1997-4 without recourse," (B) (I) the original title insurance
commitment or a copy thereof certified as a true copy by the closing
agent or the Seller, and when available, the original title insurance
policy or a copy certified by the issuer of the title insurance policy
or (II) the attorney's opinion of title, (C) originals or copies of
all intervening assignments certified as true copies by the closing
agent or the Seller, showing a complete chain of title from
origination to the Issuer, if any, including warehousing assignments,
if recorded, (D) originals of all assumption and modification
agreements, if any and (E) either: (1) the original Mortgage, with
evidence of recording thereon (if such original Mortgage has been
returned to the Seller from the applicable recording office) or a copy
of the Mortgage certified as a true copy by the closing agent or the
Seller, or (2) a copy of the Mortgage certified by the public
recording office in those instances where the original recorded
Mortgage has been lost or retained by the recording office;

(ii) cause, within 60 days following the Closing Date with
respect to the Home Equity Loans or assignments of the Mortgages to
"The Chase Manhattan Bank, as Indenture Trustee for the "The Chase
Manhattan Bank, as the Indenture Trustee for the IMC Adjustable Rate
Home Equity Loan Asset Backed Notes, Series 1997-4 without recourse,"
to be submitted for recording in the appropriate jurisdictions;
provided, however, that the Seller shall not be required to prepare an
assignment for any Mortgage described in subsection (b)(i)(E)(2) above
with respect to which the original recording information has not yet
been received from the recording office until such information is
received; provided, further, that the Seller shall not be required to
record an assignment of a Mortgage if the Seller furnishes to the
Indenture Trustee and the Note Insurer, on or before the Closing Date,
with respect to the Home Equity Loans, at the Seller's expense, an
opinion of counsel with respect to the relevant jurisdiction that such
recording is not necessary to perfect the Indenture Trustee's interest
in the related Home Equity Loans (in form and substance satisfactory
to the Indenture Trustee, and the Note Insurer and the Rating
Agencies); provided further, however, notwithstanding the delivery of
any legal opinions, each assignment of Mortgage shall be recorded upon
the earliest to occur of: (i) reasonable direction by the Note
Insurer or (ii) the occurrence of a Servicer Termination Event;

(iii) deliver the title insurance policy or title searches,
the original Mortgages and such recorded assignments, together with
originals or duly certified copies of any and all prior assignments
(other than unrecorded warehouse assignments), to the Custodian, on
behalf of the Indenture Trustee, within 15 days of receipt thereof by
the Seller (but in any event, with respect to any Mortgage as to which
original recording information has been made available to the Seller,
within one year after the Closing Date with respect to the Home Equity
Loans).

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Notwithstanding anything to the contrary contained in this Section
2.05, in those instances where the public recording office retains the original
Mortgage, the assignment of a Mortgage or the intervening assignments of the
Mortgage after it has been recorded, the Seller and the Depositor shall be
deemed to have satisfied their obligations hereunder upon delivery to the
Custodian, on behalf of the Indenture Trustee of a copy of such Mortgage, such
assignment or assignments of Mortgage certified by the public recording office
to be a true copy of the recorded original thereof.

Not later than ten days following the end of the 60-day period
referred in clause (ii) of this subsection (b), the Seller shall deliver to the
Custodian, on behalf of the Indenture Trustee a list of all Mortgages for which
no Mortgage assignment has yet been submitted for recording by the Seller,
which list shall state the reason why the Seller has not yet submitted such
Mortgage assignments for recording. With respect to any Mortgage assignment
disclosed on such list as not yet submitted for recording for a reason other
than a lack of original recording information, the Custodian, on behalf of the
Indenture Trustee shall make an immediate demand on the Seller to prepare such
Mortgage assignments, and shall inform the Note Insurer, in writing, of the
Seller's failure to prepare such Mortgage assignments. Thereafter, the
Custodian, on behalf of the Indenture Trustee shall cooperate in executing any
documents prepared by the Note Insurer and submitted to the Custodian, on
behalf of the Indenture Trustee in connection with this provision. Following
the expiration of the 60-day period referred to in clause (ii) of this
subsection (b), the Seller shall promptly prepare a Mortgage assignment for any
Mortgage for which original recording information is subsequently received by
the Seller, and shall promptly deliver a copy of such Mortgage assignment to
the Custodian, on behalf of the Indenture Trustee. The Seller agrees that it
will follow its normal servicing procedures and attempt to obtain the original
recording information necessary to complete a Mortgage assignment. In the
event that the Seller is unable to obtain such recording information with
respect to any Mortgage prior to the end of the 18th calendar month following
the Closing Date and has not provided to the Custodian, on behalf of the
Indenture Trustee a Mortgage assignment with evidence of recording thereon
relating to the assignment of such Mortgage to the Indenture Trustee, the
Custodian, on behalf of the Indenture Trustee shall notify the Seller of the
Seller's obligation to provide a completed assignment (with evidence of
recording thereon) on or before the end of the 20th calendar month following
the Closing Date. A copy of such notice shall be sent by the Custodian, on
behalf of the Indenture Trustee to the Note Insurer. If no such completed
assignment (with evidence of recording thereon) is provided before the end of
such 20th calendar month, the related Home Equity Loan shall be deemed to have
breached the representation contained in clause (xxii) of Section 2.04(b)
hereof; provided, however, that if as of the end of such 20th calendar month
the Seller demonstrates to the satisfaction of the Note Insurer that it is
exercising its best efforts to obtain such completed assignment and, during
each month thereafter until such completed assignment is delivered to the
Custodian, on behalf of the Indenture Trustee, the Seller continues to
demonstrate to the satisfaction of the Note Insurer that it is exercising its
best efforts to obtain such completed assignment, the related Home Equity Loan
will not be deemed to have breached such representation. The requirement to
deliver a completed assignment with evidence of recording thereon will be
deemed satisfied upon delivery of a copy of the completed assignment certified
by the applicable public recording office.

Copies of all Mortgage assignments received by the Custodian, on
behalf of the Indenture Trustee shall be retained in the related File.

All recording required pursuant to this Section 2.05 shall be
accomplished at the expense of the Seller.

(c) In the case of Home Equity Loans which have been prepaid in full
after the Cut-Off Date and prior to the Closing Date, the Seller, in lieu of
the foregoing, will deliver within six (6) days after the

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Closing Date to the Indenture Trustee a certification of an Authorized Officer
in the form set forth in Exhibit A.

(d) The Seller shall transfer, assign, set over and otherwise convey
without recourse, to the Depositor and the Depositor shall transfer, assign,
set over and otherwise convey without recourse, to Issuer all right, title and
interest of the Seller in and to any Qualified Replacement Mortgage delivered
to the Custodian, on behalf of the Indenture Trustee on behalf of the Issuer by
the Seller pursuant to Section 2.03, 2.04 or 2.06 hereof and all its right,
title and interest to principal and interest due on such Qualified Replacement
Mortgage after the applicable Replacement Cut-Off Date; provided, however, that
the Seller shall reserve and retain all right, title and interest in and to
payments of principal and interest due on such Qualified Replacement Mortgage
on or prior to the applicable Replacement Cut-Off Date.

(e) As to each Home Equity Loan released from the lien of the
Indenture in connection with the conveyance of a Qualified Replacement Mortgage
therefor, the Indenture Trustee will transfer, assign, set over and otherwise
convey without recourse or representation, on the Seller's order, all of its
and the Issuer's right, title and interest in and to such released Home Equity
Loan and all the Trust's right, title and interest to principal and interest
due on such released Home Equity Loan after the applicable Replacement Cut-Off
Date; provided, however, that the Trust shall reserve and retain all right,
title and interest in and to payments of principal and interest due on such
released Home Equity Loan on or prior to the applicable Replacement Cut-Off
Date.

(f) In connection with any transfer and assignment of a Qualified
Replacement Mortgage to the Issuer, the Seller agrees to (i) deliver without
recourse to the Custodian, on behalf of the Indenture Trustee on the date of
delivery of such Qualified Replacement Mortgage the original Mortgage Note
relating thereto, endorsed in blank or to the order of "The Chase Manhattan
Bank, as Indenture Trustee for IMC Adjustable Rate Home Equity Loan Asset
Backed Notes, Series 1997-4 without recourse," (ii) cause promptly to be
recorded an assignment in the appropriate jurisdictions, (iii) deliver the
original Qualified Replacement Mortgage and such recorded assignment, together
with original or duly certified copies of any and all prior assignments, to the
Custodian, on behalf of the Indenture Trustee within 15 days of receipt thereof
by the Seller (but in any event within 60 days after the date of conveyance of
such Qualified Replacement Mortgage) and (iv) deliver the title insurance
policy, or where no such policy is required to be provided under Section
2.05(b)(i)(B), the other evidence of title in same required in Section
2.05(b)(i)(B).

(g) As to each Home Equity Loan released from the Trust in
connection with the conveyance of a Qualified Replacement Mortgage the
Custodian, on behalf of the Indenture Trustee shall deliver on the date of
conveyance of such Qualified Replacement Mortgage and on the order of the
Seller (i) the original Mortgage Note relating thereto, endorsed without
recourse or representation, to the Seller, (ii) the original Mortgage so
released and all assignments relating thereto and (iii) such other documents as
constituted the File with respect thereto.

(h) If a Mortgage assignment is lost during the process of
recording, or is returned from the recorder's office unrecorded due to a defect
therein, the Seller shall prepare a substitute assignment or cure such defect,
as the case may be, and thereafter cause each such assignment to be duly
recorded.

Section 2.06 Acceptance by Indenture Trustee; Certain
Substitutions of Home Equity Loans; Certification by
Indenture Trustee.

(a) The Indenture Trustee agrees to execute and deliver and to
cause the Custodian to execute and deliver on the Closing Date an
acknowledgment of receipt of the items delivered by the Seller or the

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Depositor in the forms attached as Exhibit B-1 and Exhibit B-2 hereto, and
declares through the Custodian that it will hold such documents and any
amendments, replacement or supplements thereto, as well as any other assets
included in the definition of Trust Estate and delivered to the Custodian, on
behalf of the Indenture Trustee, as Indenture Trustee in trust upon and subject
to the conditions set forth herein and in the Indenture for the benefit of the
Owners. The Indenture Trustee agrees, for the benefit of the Owners, to cause
the Custodian to review such items within 45 days after the Closing Date (or,
with respect to any document delivered after the Closing Date, within 45 days
of receipt and with respect to any Qualified Replacement Mortgage, within 45
days after the assignment thereof) and to deliver to the Depositor, the Seller,
the Servicer, the Issuer and the Note Insurer a certification in the form
attached hereto as Exhibit C (a "Pool Certification") to the effect that, as to
each Home Equity Loan listed in the Schedule of Home Equity Loans (other than
any Home Equity Loan paid in full or any Home Equity Loan specifically
identified in such Pool Certification as not covered by such Pool
Certification), (i) all documents required to be delivered to it pursuant to
Section 2.05(b)(i) of this Agreement are in its possession, (ii) such documents
have been reviewed by it and have not been mutilated, damaged or torn and
relate to such Home Equity Loan and (iii) based on its examination and only as
to the foregoing documents, the information set forth on the Schedule of Home
Equity Loans accurately reflects the information set forth in the File.
Neither the Custodian on behalf of the Indenture Trustee, nor the Indenture
Trustee shall have any responsibility for reviewing any File except as
expressly provided in this subsection 2.06(a). Without limiting the effect of
the preceding sentence, in reviewing any File, the Custodian or the Indenture
Trustee shall have no responsibility for determining whether any document is
valid and binding, whether the text of any assignment is in proper form (except
to determine if the Indenture Trustee is the assignee), whether any document
has been recorded in accordance with the requirements of any applicable
jurisdiction or whether a blanket assignment is permitted in any applicable
jurisdiction, but shall only be required to determine whether a document has
been executed, that it appears to be what it purports to be, and, where
applicable, that it purports to be recorded. Neither the Custodian on behalf
of the Indenture Trustee, nor the Indenture Trustee shall be under any duty or
obligation to inspect, review or examine any such documents, instruments,
certificates or other papers to determine that they are genuine, enforceable,
or appropriate for the represented purpose or that they are other than what
they purport to be on their face, nor shall the Custodian or the Indenture
Trustee be under any duty to determine independently whether there are any
intervening assignments or assumption or modification agreements with respect
to any Home Equity Loan.

(b) If the Custodian, on behalf of the Indenture Trustee during
such 45-day period finds any document constituting a part of a File which is
not executed, has not been received, or is unrelated to the Home Equity Loans
identified in the Schedule of Home Equity Loans, or that any Home Equity Loan
does not conform to the description thereof as set forth in the Schedule of
Home Equity Loans, the Custodian, on behalf of the Indenture Trustee shall
promptly so notify the Depositor, the Seller, the Issuer, the Owners and the
Note Insurer. In performing any such review, the Custodian, on behalf of the
Indenture Trustee may conclusively rely on the Seller as to the purported
genuineness of any such document and any signature thereon. It is understood
that the scope of the review of the items delivered by the Seller pursuant to
Section 2.05(b)(i) is limited solely to confirming that the documents listed in
Section 2.05(b)(i) have been executed and received, relate to the Files
identified in the Schedule of Home Equity Loans and conform to the description
thereof in the Schedule of Home Equity Loans. The Seller agrees to use
reasonable efforts to remedy a material defect in a document constituting part
of a File of which it is so notified by the Custodian, on behalf of the
Indenture Trustee. If, however, within 90 days after such notice to it
respecting such defect the Seller has not remedied the defect and the defect
materially and adversely affects the interest in the related Home Equity Loan
of the Owners or the Note Insurer, the Seller will (or will cause an affiliate
of the Seller to) on the next succeeding Monthly Remittance Date (i) substitute
in lieu of such Home Equity Loan a Qualified Replacement Mortgage and deliver
the Substitution Amount to the Servicer for deposit in the Principal and
Interest Account or (ii)

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purchase such Home Equity Loan at a purchase price equal to the Loan Purchase
Price thereof, which purchase price shall be delivered to the Servicer for
deposit in the Principal and Interest Account.

(c) In addition to the foregoing, the Indenture Trustee also
agrees to cause the Custodian to make a review during the 12th month after the
Closing Date indicating the current status of the exceptions previously
indicated on the Pool Certification (the "Final Certification"). After
delivery of the Final Certification, the Custodian, on behalf of the Indenture
Trustee and the Servicer shall provide to the Note Insurer no less frequently
than monthly updated certifications indicating the then current status of
exceptions, until all such exceptions have been eliminated.

Section 2.07 Reserved.

Section 2.08 Custodian.

Notwithstanding anything to the contrary in this Agreement, the
parties hereto acknowledge that the functions of the Indenture Trustee with
respect to the custody, acceptance, inspection and release of the Files
pursuant to Sections 2.05, 2.06, 2.07 and 4.14 and the related Pool
Certification and Final Certification shall be performed by the Custodian
pursuant to the Custodial Agreement. The fees and expenses of the Custodian
will be paid by the Seller.

Section 2.09 Books and Records.

The sale of each Home Equity Loan shall be reflected in the
Depositor's balance sheets and other financial statements as a sale of assets
by the Depositor under generally accepted accounting principles.

END OF ARTICLE II

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ARTICLE III
ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 3.01 Reserved.

Section 3.02 Establishment of Accounts.

(a) The Depositor shall cause to be established on the Closing
Date, and the Indenture Trustee shall maintain, at the Corporate Trust Office,
the Note Account, and the Available Funds Cap Carry-Forward Amount Account each
to be held by the Indenture Trustee in the name of the Indenture Trustee, in
trust for the Owners of the IMC Adjustable Rate Home Equity Loan Asset Backed
Notes, Series 1997-4 and the Note Insurer as their interests may appear.

(b) On each Determination Date the Indenture Trustee shall
determine (based solely on information provided to it by the Servicer) with
respect to the immediately following Payment Date, the amounts that are
expected to be on deposit in the Note Account (inclusive of any investment
earnings on Eligible Investments held in the Note Account) as of such date on
such Payment Date (disregarding the amounts of any Insured Payments) and equal
to the sum of (x) such amounts excluding the amount of any Total Monthly Excess
Cashflow included in such amounts plus (y) any amounts of related Total Monthly
Excess Cashflow to be applied on such Payment Date. The amount described in
clause (x) of the preceding sentence with respect to each Payment Date is the
"Available Funds" and the sum of the amounts described in clauses (x) and (y)
of the preceding sentence with respect to each Payment Date is the "Total
Available Funds."

Section 3.03 Flow of Funds.

(a) The Indenture Trustee shall deposit in the Note Account
without duplication, upon receipt, any Insured Payments from the Policy Payment
Account pursuant to Section 7.02(b) hereof, the proceeds of any liquidation of
the assets of the Trust, all remittances made to the Indenture Trustee pursuant
to Section 4.08(d)(ii) and the Monthly Remittance Amount remitted by the
Servicer.

(b) With respect to funds on deposit in the Note Account, on each
Payment Date, the Indenture Trustee shall make the following allocations,
disbursements and transfers from amounts deposited therein pursuant to
subsection (a) in the following order of priority, and each such allocation,
transfer and disbursement shall be treated as having occurred only after all
preceding allocations, transfers and disbursements have occurred:

(i) first, on each Payment Date from amounts then on deposit in
the Note Account, (A) the Owner Trustee Fee, if any, shall be
paid to the Owner Trustee and the Indenture Trustee Fee and
the Indenture Trustee Reimbursable Expenses shall be paid to
the Indenture Trustee, and (B) provided that no Note Insurer
Default has occurred and is continuing the Premium Amount for
such Payment Date shall be paid to the Note Insurer;

(ii) second, on each Payment Date, the Indenture Trustee shall
allocate an amount equal to the sum of (x) the Total Monthly
Excess Spread with respect to such Payment Date plus (y) any
Overcollateralization Reduction Amount with respect to such
Payment Date (such sum being the "Total Monthly Excess
Cashflow" with respect to such Payment Date) in the following
order of priority:

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(A) first, such Total Monthly Excess Cashflow shall be
allocated to the payment of the Principal
Distribution Amount pursuant to clause (b)(iv) below
(excluding any Overcollateralization Increase Amount)
in an amount equal to the amount, if any, by which
(x) the Principal Distribution Amount (excluding any
Overcollateralization Increase Amount) exceeds (y)
the Available Funds (net of the Current Interest and
the Trust Fees and Expenses) and shall be paid as
part of the Principal Distribution Amount pursuant to
clause (iv)(C) below (the amount of such difference
being the "Available Funds Shortfall"); and

(B) second, any portion of the Total Monthly Excess
Cashflow remaining after the allocations described in
clause (A) above shall be allocated to the payment to
the Note Insurer in respect of amounts owed on
account of any Reimbursement Amount pursuant to
clause (b)(iv)(A)(I).

(iii) third, the amount, if any, of the Total Monthly Excess
Cashflow on a Payment Date remaining after the allocations and
payments described in clause (ii) above (the "Net Monthly
Excess Cashflow" for such Payment Date) is required to be
applied in the following order or priority:

(A) first, such Net Monthly Excess Cashflow shall be used
to reduce to zero, through the payment to the Owners
of the Notes of an Overcollateralization Increase
Amount included in the Principal Distribution Amount,
which shall be paid pursuant to clause (iv)(C) below,
any Overcollateralization Deficiency Amount as of
such Payment Date;

(B) second, an amount equal to the lesser of (i) any
portion of the Net Monthly Excess Cashflow remaining
after the applications described in clause (A) and
(ii) the excess of (a) the Available Funds Cap
Carry-Forward Amount for such Payment Date over (b)
the amount then on deposit in the Available Funds Cap
Carry-Forward Amount Account shall be deposited into
the Available Funds Cap Carry-Forward Amount Account.

(C) third, any Net Monthly Excess Cashflow remaining
after the application described in clauses (A) and
(B) above shall be allocated to the payment to the
Servicer pursuant to clause (iv)(A)(II) below to the
extent of any unreimbursed Delinquency Advances and
unreimbursed Servicing Advances;

(iv) fourth, following the making by the Indenture Trustee of all
allocations, transfers and disbursements described above from
amounts (including any related Insured Payment) then on
deposit in the Note Account, the Indenture Trustee shall:

(A) distribute (I) to the Note Insurer the amounts
described in clause (ii)(B) above and (II) to the
Servicer the amounts described in clause (iii)(C)
above;

(B) retain in the Note Account, the Current Interest
(including the proceeds of any Insured Payments made
by the Note Insurer);

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(D) distribute to the Indenture Trustee, for the
reimbursement of expenses of the Indenture Trustee
not reimbursed pursuant to clause (b)(i) above which
expenses were incurred in connection with its duties
and obligations hereunder; and

(v) fifth, following the making by the Indenture Trustee of all
allocations, transfers and disbursements described above, the
Indenture Trustee shall distribute to the Certificate
Distribution Account, the Residual Net Monthly Excess
Cashflow, if any, for such Payment Date.

(c) On each Payment Date, the Indenture Trustee shall distribute
to the Owners, the amount, if any, then on deposit in the Available Funds Cap
Carry-Forward Amount Account.

(d) Notwithstanding any of the foregoing provisions, the aggregate
amounts distributed on all Payment Dates to the Owners of the Notes on account
of principal pursuant to clause (b)(iv)(C) shall not exceed the original Note
Principal Balance.

(e) Upon receipt of Insured Payments from the Note Insurer on
behalf of Owners of the Notes, the Indenture Trustee shall deposit such Insured
Payments in the Policy Payments Account. On each Payment Date, pursuant to
Section 7.02(b) hereof, such amounts will be transferred from the Policy
Payment Account to the Note Account and the Indenture Trustee shall distribute
such Insured Payments, or the proceeds thereof in accordance with Section
3.03(b), to the Owners of such Notes.

(f) The Indenture Trustee or Paying Agent shall (i) receive for
each Owner of the Notes any Insured Payment from the Note Insurer and (ii)
disburse the same to the Owners of the Notes as set forth in Section 3.03(b).
Insured Payments disbursed by the Indenture Trustee or Paying Agent from
proceeds of the Note Insurance Policy shall not be considered payment by the
Trust, nor shall such payments discharge the obligation of the Trust with
respect to such Notes and the Note Insurer shall be entitled to receive the
Reimbursement Amount pursuant to Section 3.03(b)(ii)(B) hereof. Nothing
contained in this paragraph shall be construed so as to impose duties or
obligations on the Indenture Trustee that are different from or in addition to
those expressly set forth in this Agreement.

Section 3.04 Reserved.

Section 3.05 Investment of Accounts.

(a) Consistent with any requirements of the Code, all or a portion of
any Account held by the Indenture Trustee for the benefit of the Owners shall
be invested and reinvested by the Indenture Trustee in trust for the benefit of
the Owners and the Note Insurer, as directed in writing by the Seller, in one
or more Eligible Investments bearing interest or sold at a discount. The bank
serving as Indenture Trustee or any affiliate thereof may be the obligor on any
investment which otherwise qualifies as an Eligible Investment. No investment
in any Account shall mature later than the Business Day immediately preceding
the next Payment Date.

(b) If any amounts are needed for disbursement from any Account held
by the Indenture Trustee and sufficient uninvested funds are not available to
make such disbursement, the Indenture Trustee shall cause to be sold or
otherwise converted to cash a sufficient amount of the investments in such
Account. No investments will be liquidated prior to maturity unless the
proceeds thereof are needed for disbursement.

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(c) The Indenture Trustee shall not in any way be held liable by
reason of any insufficiency in any Account held by the Indenture Trustee
resulting from any loss on any Eligible Investment included therein (except to
the extent that the bank serving as Indenture Trustee is the obligor thereon).

(d) The Indenture Trustee shall invest and reinvest funds in the
Accounts held by the Indenture Trustee, in accordance with the written
instructions delivered to the Indenture Trustee on the Closing Date, but only
in one or more Eligible Investments bearing interest or sold at a discount.

If the Seller shall have failed to give investment directions to the
Indenture Trustee then the Indenture Trustee shall invest in money market funds
described in Section 3.07(j) to be redeemable without penalty no later than the
Business Day immediately preceding the next Payment Date.

(e) All income or other gain from investments in any Account held by
the Indenture Trustee shall be deposited in such Account immediately on
receipt, and any loss resulting from such investments shall be charged to such
Account, as appropriate, subject to the requirement of Section 4.08(b) that the
Servicer contribute funds in an amount equal to such loss in the case of the
Principal and Interest Account.

Section 3.06 Payment of Trust Expenses.

(a) The Seller shall pay the amount of the expenses of the Trust
(other than payments of premiums to the Note Insurer) (including the Owner
Trustee Fee and the Indenture Trustee's fees and expenses not covered or paid
by Section 3.03(b)(i) and 3.03(b)(iv)(D)), and the Seller shall promptly pay
such expenses directly to the Persons to whom such amounts are due.

(b) The Seller shall pay directly on the Closing Date the
reasonable fees and expenses of counsel to the Indenture Trustee and the Owner
Trustee.

Section 3.07 Eligible Investments.

The following are Eligible Investments:

(a) direct general obligations of, or obligations fully and
unconditionally guaranteed as to the timely payment of principal and interest
by, the United States or any agency or instrumentality thereof, provided such
obligations are backed by the full faith and credit of the United States, FHLMC
senior debt obligations, and Fannie Mae senior debt obligations, but excluding
any of such securities whose terms do not provide for payment of a fixed dollar
amount upon maturity or call for redemption;

(b) Federal Housing Administration debentures;

(c) FHLMC participation certificates which guaranty timely payment
of principal and interest and senior debt obligations;

(d) Consolidated senior debt obligations of any Federal Home Loan
Banks;

(e) Fannie Mae mortgage-backed securities (other than stripped
mortgage securities which are valued greater than par on the portion of unpaid
principal) and senior debt obligations;

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(f) Federal funds, certificates of deposit, time deposits, and
bankers' acceptances (having original maturities of not more than 365 days) of
any domestic bank, the short-term debt obligations of which have been rated A-1
by Standard & Poor's and P-1 by Moody's;

(g) Deposits of any bank or savings and loan association (the
long-term deposit rating of which is Baa3 or better by Moody's and BBB by
Standard & Poor's) which has combined capital, surplus and undivided profits of
at least $50,000,000 which deposits are insured by the FDIC and held up to the
limits insured by the FDIC;

(h) Repurchase agreements collateralized by securities described
in (a), (c), or (e) above with any registered broker/dealer subject to the
Securities Investors Protection Corporation's jurisdiction and subject to
applicable limits therein promulgated by Securities Investors Protection
Corporation or any commercial bank, if such broker/dealer or bank has an
uninsured, unsecured and unguaranteed short-term or long-term obligation rated
P-1 or Aa2, respectively, or better by Moody's and A-1+ or AA, respectively, or
better by Standard & Poor's, provided:

a. A master repurchase agreement or specific written
repurchase agreement governs the transaction, and

b. The securities are held free and clear of any lien by
the Indenture Trustee or an independent third party acting solely as
agent for the Indenture Trustee, and such third party is (a) a Federal
Reserve Bank, (b) a bank which is a member of the FDIC and which has
combined capital, surplus and undivided profits of not less than $125
million, or (c) a bank approved in writing for such purpose by the
Note Insurer, and the Indenture Trustee shall have received written
confirmation from such third party that it holds such securities, free
and clear of any lien, as agent for the Indenture Trustee, and

c. A perfected first security interest under the Uniform
Commercial Code, or book entry procedures prescribed at 31 CFR 306.1
et seq. or 31 CFR 350.0 et seq., in such securities is created for the
benefit of the Indenture Trustee, and

d. The repurchase agreement has a term of thirty days or
less and the Indenture Trustee will value the collateral securities no
less frequently than weekly and will liquidate the collateral
securities if any deficiency in the required collateral percentage is
not restored within two business days of such valuation, and

e. The fair market value of the collateral securities in
relation to the amount of the repurchase obligation, including
principal and interest, is equal to at least 106%.

(i) Commercial paper (having original maturities of not more than
270 days) rated in the highest short-term rating categories of Standard &
Poor's and Moody's;

(j) Investments in no load money market funds rated AAAm or AAAm-G
by Standard & Poor's and Aaa by Moody's; and

(k) Any other investment permitted by each of the Rating Agencies
and the Note Insurer;

provided that no instrument described above shall evidence either the right to
receive (a) only interest with respect to the obligations underlying such
instrument or (b) both principal and interest payments derived from obligations
underlying such instrument and the interest and principal payments with respect

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to such instrument provided a yield to maturity at par greater than 120% of the
yield to maturity at par of the underlying obligations; and provided, further,
that all instruments described hereunder shall mature at par on or prior to the
next succeeding Payment Date unless otherwise provided in this Agreement and
that no instrument described hereunder may be purchased at a price greater than
par if such instrument may be prepaid or called at a price less than its
purchase price prior to stated maturity.

Section 3.08 Accounting and Directions by Indenture Trustee.

By 12:00 noon, New York time, on each Payment Date (or such earlier
period as shall be agreed by the Seller and the Indenture Trustee), the
Indenture Trustee shall notify (based solely on information provided to the
Indenture Trustee by the Servicer and upon which the Indenture Trustee may
rely) the Seller, the Depositor, each Owner and the Note Insurer, of the
following information with respect to the next Payment Date (which notification
may be given by facsimile, or by telephone promptly confirmed in writing):

(1) The aggregate amount on deposit in the Note Account as of
the related Determination Date;

(2) The Monthly Distribution Amount, on the next Payment
Date;

(3) The amount of any Overcollateralization Increase Amount;

(4) The amount of any Insured Payment to be made by the Note
Insurer on such Payment Date;

(5) The application of the amounts described in clauses (1),
(3) and (4) above in respect of the distribution of the Monthly
Distribution Amount on such Payment Date in accordance with Section
3.03 hereof;

(6) The Note Principal Balance;

(7) The amount, if any, of any Realized Losses for the
related Remittance Period; and

(8) The amount of any Overcollateralization Reduction Amount.

Section 3.09 Reports by Indenture Trustee to Owners and Note
Insurer.

(a) On the Business Day preceding each Payment Date the Indenture
Trustee shall transmit a report in writing to each Owner, the Owner Trustee,
the Note Insurer, Standard & Poor's and Moody's, which report shall contain the
following:

(i) the amount of the distribution with respect to such
Owners' Notes (based on a Note in the original principal amount of
$1,000);

(ii) the amount of such Owner's distributions allocable to
principal, separately identifying the aggregate amount of any
Prepayments in full or other Prepayments or other recoveries of
principal included therein and any related Overcollateralization
Increase Amount;

(iii) the amount of such Owner's distributions allocable to
interest (based on a Note in the original principal amount of $1,000);

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(iv) if the interest portion of the Monthly Distribution
Amount (net of any Insured Payment) paid to the Owners of the Notes on
such Payment Date was less than the Current Interest on such Payment
Date, the Carry Forward Amount resulting therefrom;

(v) the amount of any Insured Payment included in the
amounts distributed to the Owners of Notes on such Payment Date;

(vi) the principal amount of the Notes which will be
Outstanding and the aggregate Loan Balance after giving effect to any
payment of principal on such Payment Date;

(vii) the Overcollateralization Amount and
Overcollateralization Deficit, if any, remaining after giving effect
to all distributions and transfers on such Payment Date;

(viii) based upon information furnished by the Servicer,
such information as may be required by Section 6049(d)(7)(C) of the
Code and the regulations promulgated thereunder to assist the Owners
in computing their market discount;

(ix) the total of any Substitution Amounts and any Loan
Purchase Price amounts included in such distribution;

(x) the weighted average Coupon Rate of the Home Equity
Loans;

(xi) such other information as the Note Insurer or any
Owner may reasonably request with respect to Delinquent Home Equity
Loans;

(xii) the weighted average gross margin of the Home Equity
Loan;

(xiii) the Loan Balance of each of the three largest Home
Equity Loans outstanding;

(xiv) the Note Rate; and

(xv) the Available Funds Cap Carry Forward Amortization
Amount, if any, and the Available Funds Cap Carry Forward Amount, if
any.

The Servicer shall provide to the Indenture Trustee the information
described in Section 4.08(d)(iii) and in clause (b) below to enable the
Indenture Trustee to perform its reporting obligations under this Section, and
such obligations of the Indenture Trustee under this Section are conditioned
upon such information being received and the information provided in clauses
(ii), (ix) and (x) shall be based solely upon information contained in the
monthly servicing report provided by the Servicer to the Indenture Trustee
pursuant to Section 4.08 hereof.

(b) In addition, on the Business Day preceding each Payment Date the
Indenture Trustee will distribute to each Owner, the Owner Trustee, the Note
Insurer, Standard & Poor's and Moody's, together with the information described
in Subsection (a) preceding, the following information which is hereby required
to be prepared by the Servicer and furnished to the Indenture Trustee for such
purpose on or prior to the related Monthly Reporting Date:

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(i) the number and aggregate principal balances
of Home Equity Loans (a) 30-59 days Delinquent, (b) 60-89 days
Delinquent and (c) 90 or more days Delinquent, as of the close of
business on the last Business Day of the calendar month immediately
preceding the Payment Date, (d) the numbers and aggregate Loan
Balances of all Home Equity Loans as of such Payment Date and (e) the
percentage that each of the amounts represented by clauses (a), (b)
and (c) represent as a percentage of the respective amounts in clause
(d);

(ii) the status and the number and dollar amounts
of all Home Equity Loans in foreclosure proceedings as of the close of
business on the last Business Day of the calendar month immediately
preceding such Payment Date, separately stating, for this purpose, all
Home Equity Loans with respect to which foreclosure proceedings were
commenced in the immediately preceding calendar month;

(iii) the number of Mortgagors and the Loan
Balances of (a) the related Mortgages involved in bankruptcy
proceedings as of the close of business on the last Business Day of
the calendar month immediately preceding such Payment Date and (b)
Home Equity Loans that are "balloon" loans;

(iv) the existence and status of any REO
Properties, as of the close of business of the last Business Day of
the month immediately preceding the Payment Date;

(v) the book value of any REO Property as of the
close of business on the last Business Day of the calendar month
immediately preceding the Payment Date;

(vi) the Cumulative Loss Percentage, the amount of
cumulative Realized Losses, the current period Realized Losses, and
the Annual Loss Percentage (Rolling Twelve Month); and

(vii) the 90+ Delinquency Percentage (Rolling Six
Month) and the amount of 90-Day Delinquent Loans.

Section 3.10 Reports by Indenture Trustee.

(a) The Indenture Trustee shall report to the Depositor, the
Seller, the Note Insurer and each Owner, with respect to the amount on deposit
in the Note Account and the identity of the investments included therein, as
the Depositor, the Seller, any Owner or the Note Insurer may from time to time
reasonably request. Without limiting the generality of the foregoing, the
Indenture Trustee shall, at the reasonable request of the Issuer, the Seller,
any Owner or the Note Insurer transmit promptly to the Issuer, the Seller, any
Owner and the Note Insurer copies of all accountings of receipts in respect of
the Home Equity Loans furnished to it by the Servicer and shall notify the
Seller and the Note Insurer if any Monthly Remittance Amount has not been
received by the Indenture Trustee when due.

(b) The Indenture Trustee shall report to the Note Insurer and
each Owner with respect to any written notices it may from time to time receive
which provide an Authorized Officer with actual knowledge that any of the
statements set forth in Section 2.04(b) hereof are inaccurate.

END OF ARTICLE III

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ARTICLE IV

SERVICING AND ADMINISTRATION
OF HOME EQUITY LOANS

Section 4.01 Servicer and Sub-Servicers.

Acting directly or through one or more Sub-Servicers as provided in
Section 4.03, the Servicer shall service and administer the Home Equity Loans
in accordance with this Agreement, the terms of the respective Home Equity
Loans, and the servicing standards set forth in the Fannie Mae Guide and shall
have full power and authority, acting alone, to do or cause to be done any and
all things in connection with such servicing and administration which it may
deem necessary or desirable but without regard to: (i) any relationship that
the Servicer, any Sub-Servicer or any Affiliate of the Servicer or any
Sub-Servicer may have with the related Mortgagor; (ii) the ownership of any
Note by the Servicer or any Affiliate of the Servicer; (iii) the Servicer's
obligation to make Delinquency Advances or Servicing Advances; or (iv) the
Servicer's or any Sub-Servicer's right to receive compensation for its services
hereunder or with respect to any particular transaction. It is the intent of
the parties hereto that the Servicer shall have all of the servicing
obligations hereunder which a lender would have under the Fannie Mae Guide (as
such provisions relate to second lien mortgages); provided, however, that to
the extent that such standards, such obligations or the Fannie Mae Guide are
amended by Fannie Mae after the date hereof and the effect of such amendment
would be to impose upon the Servicer any material additional costs or other
burdens relating to such servicing obligations, the Servicer may, at its
option, in accordance with the servicing standards set forth herein, determine
not to comply with such amendment.

Subject to Section 4.03 hereof, the Servicer may, and is hereby
authorized to, perform any of its servicing responsibilities with respect to
all or certain of the Home Equity Loans through a Sub-Servicer as it may from
time to time designate, but no such designation of a Sub-Servicer shall serve
to release the Servicer from any of its obligations under this Agreement. Such
Sub-Servicer shall have the rights and powers of the Servicer which have been
delegated to such Sub-Servicer with respect to such Home Equity Loans under
this Agreement.

Without limiting the generality of the foregoing, but subject to
Sections 4.13 and 4.14, the Servicer in its own name or in the name of a
Sub-Servicer may be authorized and empowered pursuant to a power of attorney
executed and delivered by the Indenture Trustee to execute and deliver, and may
be authorized and empowered by the Indenture Trustee, to execute and deliver,
on behalf of itself, the Owners, the Issuer and the Indenture Trustee or any of
them, (i) any and all instruments of satisfaction or cancellation or of partial
or full release or discharge and all other comparable instruments with respect
to the Home Equity Loans and with respect to the Properties, (ii) to institute
foreclosure proceedings or obtain a deed in lieu of foreclosure so as to effect
ownership of any Property in the name of the Servicer on behalf of the Issuer
and Indenture Trustee, and (iii) to hold title to any Property upon such
foreclosure or deed in lieu of foreclosure on behalf of the Issuer and
Indenture Trustee; provided, however, that to the extent any instrument
described in clause (i) preceding would be delivered by the Servicer outside of
its usual procedures for home equity loans held in its own portfolio the
Servicer shall, prior to executing and delivering such instrument, obtain the
prior written consent of the Note Insurer, and provided further, however, that
Section 4.13(a) and Section 4.14(a) shall each constitute a revocable power of
attorney from the Issuer and Indenture Trustee to the Servicer to execute an
instrument of satisfaction (or assignment of mortgage without recourse) with
respect to any Home Equity Loan held by the Indenture Trustee hereunder paid in
full or foreclosed (or with respect to which payment in full has been
escrowed). Revocation of the power of attorney created by the final proviso
of the preceding sentence shall take effect upon (i) the receipt by the
Servicer of written notice thereof from the Indenture Trustee, (ii) a

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Servicer Termination Event or (iii) the termination of the Notes. The
Indenture Trustee shall execute any documentation furnished to it by the
Servicer for recordation by the Servicer in the appropriate jurisdictions, as
shall be necessary to effectuate the foregoing. Subject to Sections 4.13 and
4.14, the Indenture Trustee shall execute a power of attorney to the Servicer
or any Sub-Servicer and furnish them with any other documents as the Servicer
or such Sub-Servicer shall reasonably request to enable the Servicer and such
Sub-Servicer to carry out their respective servicing and administrative duties
hereunder.

Upon the request of the Indenture Trustee or the Issuer, the Servicer
shall send to the Indenture Trustee or the Issuer, the details concerning the
servicing of the Home Equity Loans on computer generated tape, diskette or
other machine readable format.

The Servicer shall give prompt notice to the Indenture Trustee and the
Issuer of any action, of which the Servicer has actual knowledge, to (i) assert
a claim against the Trust or (ii) assert jurisdiction over the Trust.

Servicing Advances incurred by the Servicer or any Sub-Servicer in
connection with the servicing of the Home Equity Loans (including any penalties
in connection with the payment of any taxes and assessments or other charges)
on any Property shall be recoverable by the Servicer or such Sub-Servicer to
the extent described in Section 4.09(b) hereof.

Section 4.02 Collection of Certain Home Equity Loan Payments.

The Servicer shall make reasonable efforts to collect all payments
called for under the terms and provisions of the Home Equity Loans, and shall,
to the extent such procedures shall be consistent with this Agreement and the
terms and provisions of any applicable Insurance Policy, follow collection
procedures for all Home Equity Loans at least as rigorous as those described in
the Fannie Mae Guide. Consistent with the foregoing, the Servicer may in its
discretion waive or permit to be waived any late payment charge, prepayment
charge, assumption fee or any penalty interest in connection with the
prepayment of a Home Equity Loan or any other fee or charge which the Servicer
would be entitled to retain hereunder as servicing compensation. In the event
the Servicer shall consent to the deferment of the due dates for payments due
on a Mortgage Note, the Servicer shall nonetheless make payment of any required
Delinquency Advance with respect to the payments so extended to the same extent
as if such installment were due, owing and Delinquent and had not been
deferred, and shall be entitled to reimbursement therefor in accordance with
Section 4.09(a) hereof.

Section 4.03 Sub-Servicing Agreements Between Servicer and
Sub-Servicers.

The Servicer may, with the prior written consent of the Note Insurer,
enter into Sub-Servicing Agreements for any servicing and administration of
Home Equity Loans with any institution which is acceptable to the Note Insurer
and which, (x) is in compliance with the laws of each state necessary to enable
it to perform its obligations under such Sub-Servicing Agreement, (y) has
experience servicing home equity loans that are similar to the Home Equity
Loans and (z) has equity of not less than $5,000,000 (as determined in
accordance with generally accepted accounting principles). The Servicer shall
give notice to the Indenture Trustee, the Owners, the Note Insurer and the
Rating Agencies of the appointment of any Sub-Servicer (and shall receive the
confirmation of the Rating Agencies that such Sub-Servicer shall not result in
a withdrawal or downgrading by any Rating Agency of the rating or the shadow
rating of the Notes). For purposes of this Agreement, the Servicer shall be
deemed to have received payments on Home Equity Loans when any Sub-Servicer has
received such payments. Each Sub-Servicer shall be required to service the
Home Equity Loans in accordance with this Agreement and any such Sub-Servicing
Agreement shall be consistent with and not violate the provisions of this

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Agreement. Each Sub-Servicing Agreement shall provide that the Indenture
Trustee (if acting as successor Servicer) or any other successor Servicer shall
have the option to terminate such agreement without payment of any fees if the
original Servicer is terminated or resigns. The Servicer shall deliver to the
Indenture Trustee and the Note Insurer copies of all Sub-Servicing Agreements,
and any amendments or modifications thereof promptly upon the Servicer's
execution and delivery of such instrument.

Section 4.04 Successor Sub-Servicers.

The Servicer shall be entitled to terminate any Sub-Servicing
Agreement in accordance with the terms and conditions of such Sub-Servicing
Agreement and to either itself directly service the related Home Equity Loans
or enter into a Sub-Servicing Agreement with a successor Sub-Servicer which
qualifies under Section 4.03.

Section 4.05 Liability of Servicer; Indemnification.

(a) The Servicer shall not be relieved of its obligations under this
Agreement notwithstanding any Sub-Servicing Agreement or any of the provisions
of this Agreement relating to agreements or arrangements between the Servicer
and a Sub-Servicer and the Servicer shall be obligated to the same extent and
under the same terms and conditions as if it alone were servicing and
administering the Home Equity Loans. The Servicer shall be entitled to enter
into any agreement with a Sub-Servicer for indemnification of the Servicer by
such Sub-Servicer; provided, however, that nothing contained in such
Sub-Servicing Agreement shall be deemed to limit or modify this Agreement.

(b) The Servicer (except The Chase Manhattan Bank if it is required
to succeed the Servicer hereunder) agrees to indemnify and hold the Issuer, the
Indenture Trustee, the Note Insurer, the Depositor and each Owner harmless
against any and all claims, losses, penalties, fines, forfeitures, legal fees
and related costs, judgments, and any other costs, fees and expenses that the
Issuer, the Indenture Trustee, the Note Insurer and any Owner may sustain in
any way related to the failure of the Servicer to perform its duties and
service the Home Equity Loans in compliance with the terms of this Agreement.
The Servicer shall immediately notify the Issuer, the Indenture Trustee, the
Depositor, the Note Insurer and each Owner if a claim is made by a third party
with respect to this Agreement, and the Servicer shall assume (with the consent
of the Indenture Trustee and the Note Insurer) the defense of any such claim
and pay all expenses in connection therewith, including reasonable counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may
be entered against the Issuer, the Servicer, the Indenture Trustee, the
Depositor, the Note Insurer and/or Owner in respect of such claim. The
Indenture Trustee shall, in accordance with instructions received from the
Servicer, reimburse the Servicer only from amounts otherwise distributable on
the Notes for all amounts advanced by it pursuant to the preceding sentence,
except when a final nonpayable adjudication determines that the claim relates
directly to the failure of the Servicer to perform its duties in compliance
with the Agreement. The provisions of this Section 4.05(b) shall survive the
termination of this Agreement and the payment of the outstanding Notes.

Section 4.06 No Contractual Relationship Between Sub-Servicer,
Indenture Trustee or the Owners.

Any Sub-Servicing Agreement and any other transactions or services
relating to the Home Equity Loans involving a Sub-Servicer shall be deemed to
be between the Sub-Servicer and the Servicer alone and the Indenture Trustee
and the Owners shall not be deemed parties thereto and shall have no claims,

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rights, obligations, duties or liabilities with respect to any Sub-Servicer
except as set forth in Section 4.07.

Section 4.07 Assumption or Termination of Sub-Servicing Agreement
by Indenture Trustee.

In connection with the assumption of the responsibilities, duties and
liabilities and of the authority, power and rights of the Servicer hereunder by
the Indenture Trustee pursuant to Section 4.20, it is understood and agreed
that the Servicer's rights and obligations under any Sub-Servicing Agreement
then in force between the Servicer and a Sub-Servicer shall be assumed
simultaneously by the Indenture Trustee without act or deed on part of the
Indenture Trustee; provided, however, that the Indenture Trustee (if acting as
successor Servicer) or any other successor Servicer may terminate the
Sub-Servicer as provided in Section 4.03.

The Servicer shall, upon the reasonable request of the Indenture
Trustee, but at the expense of the Servicer, deliver to the assuming party
documents and records relating to each Sub-Servicing Agreement and an
accounting of amounts collected and held by it and otherwise use its best
reasonable efforts to effect the orderly and efficient transfer of the
Sub-Servicing Agreements to the assuming party.

Section 4.08 Principal and Interest Account.

(a) The Servicer shall establish and maintain at one or more
Designated Depository Institutions the Principal and Interest Account to be
held as a trust account. Each Principal and Interest Account shall be
identified on the records of the Designated Depository Institution as follows:
The Chase Manhattan Bank, as Indenture Trustee in trust for the benefit of the
Owners of the IMC Adjustable Rate Home Equity Loan Asset Backed Notes, Series
1997-4. If the institution at any time holding the Principal and Interest
Account ceases to be eligible as a Designated Depository Institution hereunder,
then the Servicer shall immediately be required to name a successor institution
meeting the requirements for a Designated Depository Institution hereunder. If
the Servicer fails to name such a successor institution, then the Principal and
Interest Account shall thenceforth be held as a trust account with a qualifying
Designated Depository Institution selected by the Indenture Trustee. The
Servicer shall notify the Indenture Trustee, the Note Insurer and the Owners if
there is a change in the name, account number or institution holding the
Principal and Interest Account.

Subject to subsection (c) below, the Servicer shall deposit all
receipts required pursuant to subsection (c) below and related to the Home
Equity Loans to the Principal and Interest Account on a daily basis (but no
later than the first Business Day after receipt).

(b) All funds in the Principal and Interest Account shall be held
(i) uninvested up to the amount insured by the FDIC or (ii) invested in
Eligible Investments. Any investments of funds in the Principal and Interest
Account shall mature or be withdrawable at par on or prior to the immediately
succeeding Monthly Remittance Date. Any investment earnings on funds held in
the Principal and Interest Account shall be for the account of the Servicer and
may only be withdrawn from the Principal and Interest Account by the Servicer
immediately following the remittance of the Monthly Remittance Amount (and the
Total Monthly Excess Spread included therein) by the Servicer. Any investment
losses on funds held in the Principal and Interest Account shall be for the
account of the Servicer and promptly upon the realization of such loss shall be
contributed by the Servicer to the Principal and Interest Account. Any
references herein to amounts on deposit in the Principal and Interest Account
shall refer to amounts net of such investment earnings.

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(c) The Servicer shall deposit to the Principal and Interest
Account on the Business Day after receipt all principal and interest
collections on the Home Equity Loans due after the Cut-Off Date, including any
Prepayments and Net Liquidation Proceeds, other recoveries or amounts related
to the Home Equity Loans received by the Servicer and any income from REO
Properties, but net of (i) Net Liquidation Proceeds to the extent such Net
Liquidation Proceeds exceed the sum of (I) the Loan Balance of the related Home
Equity Loan immediately prior to liquidation, plus (II) accrued and unpaid
interest on such Home Equity Loan (net of the related Servicing Fee) to the
date of such liquidation and (III) any Realized Losses incurred during the
related Remittance Period, (ii) principal and interest due (and Prepayments
collected) on the Home Equity Loans on or prior to the Cut-Off Date, (iii)
reimbursements for Delinquency Advances and (iv) reimbursements for amounts
deposited in the Principal and Interest Account representing payments of
principal and/or interest on a Mortgage Note by a Mortgagor which are
subsequently returned by a depository institution as unpaid (all such net
amount herein referred to as "Daily Collections").

(d) (i) The Servicer may make withdrawals for its own account
from the Principal and Interest Account, only in the following priority and for
the following purposes:

(A) on each Monthly Remittance Date, to pay
itself the related Servicing Fees;

(B) to withdraw investment earnings on amounts on
deposit in the Principal and Interest Account;

(D) to reimburse itself pursuant to Section
4.09(a) for unrecovered Delinquency Advances
and for any excess interest collected from a
Mortgagor; and

(E) to clear and terminate the Principal and
Interest Account following the termination of
the Trust pursuant to Article V.

(ii) The Servicer shall (a) remit to the Indenture Trustee for
deposit in the Note Account by wire transfer, or otherwise make funds available
in immediately available funds, without duplication, the Daily Collections
allocable to a Remittance Period not later than the related Monthly Remittance
Date and Loan Purchase Prices and Substitution Amounts two Business Days
following the related purchase or substitution, and (b) on each Monthly
Reporting Date, deliver to the Indenture Trustee and the Note Insurer, a
monthly servicing report containing (without limitation) the following
information: principal and interest collected in respect of the Home Equity
Loans, scheduled principal and interest that was due on the Home Equity Loans,
relevant information with respect to Liquidated Loans, if any, summary and
detailed delinquency reports, Liquidation Proceeds and other similar
information concerning the servicing of the Home Equity Loans. In addition,
the Servicer shall inform the Indenture Trustee and the Note Insurer in writing
on each Monthly Reporting Date, of the amounts of any Loan Purchase Prices or
Substitution Amounts so remitted during the related Remittance Period, and of
the Loan Balance of the Home Equity Loan having the largest Loan Balance as of
such date.

(iii) The Servicer shall provide to the Indenture Trustee in writing
the information described in Section 4.08(d)(ii)(b) and in Section 4.09(b) to
enable the Indenture Trustee to perform its reporting requirements under
Section 3.09.

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Section 4.09 Delinquency Advances and Servicing Advances.

(a) On each Monthly Remittance Date, the Servicer shall be required
to remit to the Indenture Trustee for deposit to the Note Account out of the
Servicer's own funds any Delinquent payment of interest with respect to each
Delinquent Home Equity Loan, which payment was not received on or prior to the
related Remittance Date and was not theretofore advanced by the Servicer. Such
amounts of the Servicer's own funds so deposited are "Delinquency Advances".

The Servicer shall be permitted to reimburse itself on any Business
Day for any Delinquency Advances paid from the Servicer's own funds, from
collections on any Home Equity Loans that are not required to be distributed on
the Payment Date occurring during the month in which such reimbursement is made
(all or any portion of such amount to be replaced on future Monthly Remittance
Dates to the extent required for distribution) or as provided in Section
3.03(b)(iii)(C).

Notwithstanding the foregoing, in the event that the Servicer
determines in its reasonable business judgment in accordance with the servicing
standards set out herein that any proposed Delinquency Advance would not be
recoverable, the Servicer shall not be required to make Delinquency Advances
with respect to such Home Equity Loan. To the extent that the Servicer
previously has made Delinquency Advances with respect to a Home Equity Loan
that the Servicer subsequently determines will be nonrecoverable, the Servicer
shall be entitled to reimbursement for such aggregate unreimbursed Delinquency
Advances as provided in the prior paragraph. The Servicer shall give written
notice of such determination as to why such amount would not be recoverable to
the Indenture Trustee and the Note Insurer; the Indenture Trustee shall
promptly furnish a copy of such notice to the Owners of the Notes; provided,
further, that the Servicer shall be entitled to recover any unreimbursed
Delinquency Advances from Liquidation Proceeds for the related Home Equity
Loan.

(b) The Servicer will pay all "out-of-pocket" costs and expenses
incurred in the performance of its servicing obligations, including, but not
limited to, (i) Preservation Expenses, (ii) the cost of any enforcement or
judicial proceedings, including foreclosures, (iii) the cost of the management
and liquidation of REO Property, (iv) advances required by Section 4.13(a),
except to the extent that such amounts are determined by the Servicer in its
reasonable business judgment not to be recoverable and (v) expenses incurred
pursuant to Section 4.22. Such costs will constitute "Servicing Advances".
The Servicer may recover a Servicing Advance (x) from the Mortgagors to the
extent permitted by the Home Equity Loans or, if not theretofore recovered from
the Mortgagor on whose behalf such Servicing Advance was made, from Liquidation
Proceeds realized upon the liquidation of the related Home Equity Loan and (y)
as provided in Section 3.03(b)(iii)(C). The Servicer shall be entitled to
recover the Servicing Advances from the aforesaid Liquidation Proceeds prior to
the payment of the Liquidation Proceeds to any other party to this Agreement.
Except as provided in the previous sentence, in no case may the Servicer
recover Servicing Advances from the principal and interest payments on any
other Home Equity Loan except as provided in Section 3.03(b)(iii)(C).

Section 4.10 Compensating Interest; Repurchase of Home Equity
Loans.

(a) If a Prepayment in full of a Home Equity Loan or a Prepayment
of at least six times a Mortgagor's Monthly Payment occurs during any calendar
month, any difference between (x) the interest collected from the Mortgagor in
connection with such payoff, and (y) the full month's interest at the Coupon
Rate that would be due on the related Due Date for such Home Equity Loan
("Compensating Interest") (but not in excess of the aggregate Servicing Fee for
the related Remittance Period) shall be deposited by the Servicer to the
Principal and Interest Account (or if such difference is an excess, the
Servicer shall retain such excess) on the next succeeding Monthly Remittance
Date and shall be included

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in the Monthly Remittance Amount to be made available to the Indenture Trustee
on such Monthly Remittance Date.

(b) Subject to the clause (c) below, the Servicer has the right
and the option, but not the obligation, to purchase for its own account any
Home Equity Loan which becomes Delinquent, in whole or in part, as to at least
three consecutive monthly installments or any Home Equity Loan as to which
enforcement proceedings have been brought by the Servicer pursuant to Section
4.13. Any such Home Equity Loan so purchased shall be purchased by the
Servicer on or prior to a Monthly Remittance Date at a purchase price equal to
the Loan Purchase Price thereof, which purchase price shall be deposited in the
Principal and Interest Account.

(c) If a Home Equity Loan to be repurchased by the Servicer
pursuant to clause (b) above, is the greatest number of days Delinquent of all
then Delinquent Home Equity Loans, the Servicer may repurchase such Home Equity
Loans without having first notified the Note Insurer of such repurchase. In
all other cases, the Servicer must notify the Note Insurer, in writing, of its
intent to repurchase a Home Equity Loan and the Servicer may not repurchase
such Home Equity Loan without the written consent of the Note Insurer;
provided, that the Note Insurer shall be deemed to have consented to such
repurchase unless it notifies the Servicer, in writing, of its objection to
such repurchase within 5 days after its receipt of the notice of proposed
repurchase.

(d) The Net Liquidation Proceeds from the disposition of any REO
Property shall be deposited in the Principal and Interest Account and remitted
to the Indenture Trustee as part of the Daily Collections remitted by the
Servicer to the Indenture Trustee.

Section 4.11 Maintenance of Insurance.

(a) The Servicer shall cause to be maintained with respect to each
Home Equity Loan a hazard insurance policy with a carrier generally acceptable
to the Servicer that provides for fire and extended coverage, and which
provides for a recovery by the Trust of insurance proceeds relating to such
Home Equity Loan in an amount not less than the least of (i) the outstanding
principal balance of the Home Equity Loan (plus the related senior lien loan,
if any), (ii) the minimum amount required to compensate for damage or loss on a
replacement cost basis and (iii) the full insurable value of the premises. The
Servicer shall maintain the insurance policies required hereunder in the name
of the mortgagee, its successors and assigns, as loss payee. The policies
shall require the insurer to provide the mortgagee with 30 days' notice prior
to any cancellation or as otherwise required by law. The Servicer may also
maintain a blanket hazard insurance policy or policies if the insurer or
insurers of such policies are rated investment grade by Moody's and Standard &
Poor's.

(b) If the Home Equity Loan at the time of origination (or if
required by federal law, at any time thereafter) relates to a Property in an
area identified in the Federal Register by the Federal Emergency Management
Agency as having special flood hazards, the Servicer will cause to be
maintained with respect thereto a flood insurance policy in a form meeting the
requirements of the then current guidelines of the Federal Insurance
Administration with a carrier generally acceptable to the Servicer in an amount
representing coverage, and which provides for a recovery by the Trust of
insurance proceeds relating to such Home Equity Loan of not less than the least
of (i) the outstanding principal balance of the Home Equity Loan (plus the
related senior lien loan, if any), (ii) the minimum amount required to
compensate for damage or loss on a replacement cost basis and (iii) the maximum
amount of insurance that is available under the Flood Disaster Protection Act
of 1973. The Servicer shall indemnify the Trust out of the Servicer's own
funds for any loss to the Trust resulting from the Servicer's failure to
advance

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premiums for such insurance required by this Section when so permitted by the
terms of the Mortgage as to which such loss relates.

Section 4.12 Due-on-Sale Clauses; Assumption and Substitution
Agreements.

When a Property has been or is about to be conveyed by the Mortgagor,
the Servicer shall, to the extent it has knowledge of such conveyance or
prospective conveyance, exercise its rights to accelerate the maturity of the
related Home Equity Loan under any "due-on-sale" clause contained in the
related Mortgage or Mortgage Note; provided, however, that the Servicer shall
not exercise any such right if the "due-on-sale" clause, in the reasonable
belief of the Servicer, is not enforceable under applicable law. An opinion of
counsel, provided at the expense of the Servicer, to the foregoing effect shall
conclusively establish the reasonableness of such belief. In such event, the
Servicer shall enter into an assumption and modification agreement with the
person to whom such property has been or is about to be conveyed, pursuant to
which such person becomes liable under the Mortgage Note and, unless prohibited
by applicable law or the Mortgage documents, the Mortgagor remains liable
thereon. If the foregoing is not permitted under applicable law, the Servicer
is authorized to enter into a substitution of liability agreement with such
person, pursuant to which the original Mortgagor is released from liability and
such person is substituted as Mortgagor and becomes liable under the Mortgage
Note; provided, however, that to the extent any such substitution of liability
agreement would be delivered by the Servicer outside of its usual procedures
for home equity loans held in its own portfolio the Servicer shall, prior to
executing and delivering such agreement, obtain the prior written consent of
the Note Insurer. The Home Equity Loan, as assumed, shall conform in all
material respects to the requirements, representations and warranties of this
Agreement. The Servicer shall notify the Indenture Trustee that any such
assumption or substitution agreement has been completed by forwarding to the
Indenture Trustee or to the Custodian on the Indenture Trustee's behalf the
original copy of such assumption or substitution agreement (indicating the File
to which it relates) which copy shall be added by the Indenture Trustee or by
the Custodian on the Indenture Trustee's behalf to the related File and which
shall, for all purposes, be considered a part of such File to the same extent
as all other documents and instruments constituting a part thereof. The
Servicer shall be responsible for recording any such assumption or substitution
agreements. In connection with any such assumption or substitution agreement,
no material term of the Home Equity Loan (including, without limitation, the
required monthly payment on the related Home Equity Loan, the stated maturity,
the outstanding principal amount or the Coupon Rate) shall be changed nor shall
any required monthly payments of principal or interest be deferred or forgiven.
Any fee collected by the Servicer or the Sub-Servicer for consenting to any
such conveyance or entering into an assumption or substitution agreement shall
be retained by or paid to the Servicer as additional servicing compensation.

Notwithstanding the foregoing paragraph or any other provision of this
Agreement, the Servicer shall not be deemed to be in default, breach or any
other violation of its obligations hereunder by reason of any assumption of a
Home Equity Loan by operation of law or any assumption which the Servicer may
be restricted by law from preventing, for any reason whatsoever.

Section 4.13 Realization Upon Defaulted Home Equity Loans; Workout
of Home Equity Loans.

(a) The Servicer shall foreclose upon or otherwise comparably
effect the ownership in the name of the Indenture Trustee on behalf of the
Trust of Properties relating to defaulted Home Equity Loans as to which no
satisfactory arrangements can be made for collection of Delinquent payments and
which the Servicer has not purchased pursuant to Section 4.10(b). In
connection with such foreclosure or other conversion, the Servicer shall
exercise such of the rights and powers vested in it hereunder, and

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use the same degree of care and skill in their exercise or use, as prudent
mortgage lenders would exercise or use under the circumstances in the conduct
of their own affairs and consistent with the servicing standards set forth in
the Fannie Mae Guide, including, but not limited to, advancing funds for the
payment of taxes, amounts due with respect to Senior Liens, and insurance
premiums. Any amounts so advanced shall constitute "Servicing Advances" within
the meaning of Section 4.09(b) hereof. The Servicer shall sell any REO
Property within 23 months of its acquisition by the Trust, at such price as the
Servicer in good faith deems necessary to comply with this covenant unless the
Servicer obtains for the Note Insurer and the Indenture Trustee, an opinion of
counsel (the expense of which opinion shall be a Servicing Advance) experienced
in federal income tax matters acceptable to the Note Insurer and the Indenture
Trustee, addressed to the Note Insurer, the Indenture Trustee and the Servicer,
to the effect that the holding by the Trust of such REO Property for any
greater period will not result in the imposition of taxes on the Trust.
Pursuant to its efforts to sell such REO Property, the Servicer shall either
itself or through an agent selected by the Servicer protect and conserve such
REO Property in the same manner and to such extent as is customary in the
locality where such REO Property is located and may, incident to its
conservation and protection of the interests of the Owners, rent the same, or
any part thereof, as the Servicer deems to be in the best interest of the
Owners for the period prior to the sale of such REO Property. The Servicer
shall take into account the existence of any hazardous substances, hazardous
wastes or solid wastes, as such terms are defined in the Comprehensive
Environmental Response Compensation and Liability Act, the Resource
Conservation and Recovery Act of 1976, or other federal, state or local
environmental legislation, on a Property in determining whether to foreclose
upon or otherwise comparably convert the ownership of such Property. The
Servicer shall not take any such action with respect to any Property known by
the Servicer to contain such wastes or substances or to be within one mile of
the site of such wastes or substances, without the prior written consent of the
Note Insurer.

(b) The Servicer shall determine, with respect to each defaulted
Home Equity Loan and in accordance with the procedures set forth in the Fannie
Mae Guide, when it has recovered, whether through trustee's sale, foreclosure
sale or otherwise, all amounts it expects to recover from or on account of such
defaulted Home Equity Loan, whereupon such Home Equity Loan shall become a
"Liquidated Loan" and the Servicer shall promptly submit a Liquidation Report
(as defined in the Insurance Agreement) to the Note Insurer.

(c) The Servicer shall not agree to any modification, waiver or
amendment of any provision of any Home Equity Loan unless, in the Servicer's
good faith judgment, such modification, waiver or amendment would minimize the
loss that might otherwise be experienced with respect to such Home Equity Loan
and only in the event of a payment default with respect to such Home Equity
Loan or in the event that a payment default with respect to such Home Equity
Loan is reasonably foreseeable by the Servicer; provided, however, that no such
modification, waiver or amendment shall extend the maturity date of such Home
Equity Loan beyond the Remittance Period related to the Final Payment Date.
Notwithstanding anything set out in this Section 4.13(c) or elsewhere in this
Agreement to the contrary, the Servicer shall be permitted to modify, waive or
amend any provision of a Home Equity Loan if required by statute or a court of
competent jurisdiction to do so.

(d) The Servicer shall provide written notice to the Indenture
Trustee and the Note Insurer prior to the execution of any modification, waiver
or amendment of any provision of any Home Equity Loan; provided that if the
Note Insurer does not object in writing to the modification, waiver or
amendment specified in such notice within 5 Business Days after its receipt
thereof, the Servicer may effectuate such modification, waiver or amendment and
shall deliver to the Custodian, on behalf of the Indenture Trustee for deposit
in the related File, an original counterpart of the agreement relating to such
modification, waiver or amendment, promptly following the execution thereof.

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(e) The Servicer has no intent to foreclose on any Mortgage based
on the delinquency characteristics as of the Closing Date; provided, that the
foregoing does not prevent the Servicer from initiating foreclosure proceedings
on any date hereafter if the facts and circumstances of such Mortgage including
delinquency characteristics in the Servicer's discretion so warrant such
action.

Section 4.14 Indenture Trustee to Cooperate; Release of Files.

(a) Upon the payment in full of any Home Equity Loan (including any
liquidation of such Home Equity Loan through foreclosure or otherwise), or the
receipt by the Servicer of a notification that payment in full will be escrowed
in a manner customary for such purposes, the Servicer shall deliver to the
Custodian, on behalf of the Indenture Trustee the Fannie Mae "Request for
Release of Documents" (Fannie Mae Form 2009). Upon receipt of such Request for
Release of Documents, the Custodian, on behalf of the Indenture Trustee shall
promptly release the related File, in trust, in its reasonable discretion to
(i) the Servicer, (ii) an escrow agent or (iii) any employee, agent or attorney
of the Indenture Trustee. Upon any such payment in full, or the receipt of
such notification that such funds have been placed in escrow, the Servicer is
authorized to give, as attorney-in-fact for the Indenture Trustee and the
mortgagee under the Mortgage which secured the Mortgage Note, an instrument of
satisfaction (or assignment of Mortgage without recourse) regarding the
Property relating to such Mortgage, which instrument of satisfaction or
assignment, as the case may be, shall be delivered to the Person or Persons
entitled thereto against receipt therefor of payment in full, it being
understood and agreed that no expense incurred in connection with such
instrument of satisfaction or assignment, as the case may be, shall be
chargeable to the Principal and Interest Account or to the Indenture Trustee.
In lieu of executing any such satisfaction or assignment, as the case may be,
the Servicer may prepare and submit to the Custodian, on behalf of the
Indenture Trustee, a satisfaction (or assignment without recourse, if requested
by the Person or Persons entitled thereto) in form for execution by the
Indenture Trustee with all requisite information completed by the Servicer; in
such event, the Custodian, on behalf of the Indenture Trustee shall execute and
acknowledge such satisfaction or assignment, as the case may be, and deliver
the same with the related File, as aforesaid.

(b) The Servicer shall have the right (upon receiving the prior
written consent of the Note Insurer) to accept applications of Mortgagors for
consent to (i) partial releases of Mortgages, (ii) alterations and (iii)
removal, demolition or division of properties subject to Mortgages. No
application for approval shall be considered by the Servicer unless: (x) the
provisions of the related Mortgage Note and Mortgage have been complied with;
(y) the Loan-to-Value Ratio and debt-to-income ratio after any release does not
exceed the Loan-to-Value Ratio and debt-to-income ratio of such Mortgage Note
on the Cut-Off Date, or Subsequent Cut-Off Date, as applicable, and any
increase in the Loan-to-Value Ratio shall not exceed 5% unless approved in
writing by the Note Insurer; and (z) the lien priority of the related Mortgage
is not affected. Upon receipt by the Indenture Trustee of an Officer's
Certificate executed on behalf of the Servicer setting forth the action
proposed to be taken in respect of a particular Home Equity Loan and certifying
that the criteria set forth in the immediately preceding sentence have been
satisfied, the Indenture Trustee shall execute and deliver to the Servicer the
consent or partial release so requested by the Servicer. A proposed form of
consent or partial release, as the case may be, shall accompany any Officer's
Certificate delivered by the Servicer pursuant to this paragraph. The Servicer
shall notify the Note Insurer and the Rating Agencies if an application is
approved under clause (y) above without approval in writing by the Note
Insurer.

Section 4.15 Servicing Compensation.

As compensation for its activities hereunder, the Servicer shall be
entitled to retain the amount of the related Servicing Fee with respect to each
Home Equity Loan. Additional servicing compensation

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in the form of prepayment charges, release fees, bad check charges, assumption
fees, late payment charges, prepayment penalties, or any other
servicing-related fees, Net Liquidation Proceeds not required to be deposited
in the Principal and Interest Account pursuant to Section 4.08(c)(ii) and
similar items may, to the extent collected from Mortgagors, be retained by the
Servicer, unless a successor Servicer is appointed pursuant to Section 4.20
hereof, in which case the successor Servicer shall be entitled to such fees as
are agreed upon by the Indenture Trustee, the Note Insurer, the successor
Servicer and the majority of the Percentage Interests of the Certificates.

The right to receive the Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the Servicer's
responsibilities and obligations under this Agreement.

Section 4.16 Annual Statement as to Compliance.

The Servicer, at its own expense, will deliver to the Indenture
Trustee, the Note Insurer, the Depositor, the Issuer, and the Rating Agencies,
on or before April 30 of each year, commencing in 1998, an Officer's
Certificate stating, as to each signer thereof, that (i) a review of the
activities of the Servicer during such preceding calendar year and of
performance under this Agreement has been made under such officers'
supervision, and (ii) to the best of such officers' knowledge, based on such
review, the Servicer has fulfilled all its obligations under this Agreement for
such year, or, if there has been a default in the fulfillment of all such
obligations, specifying each such default known to such officers and the nature
and status thereof including the steps being taken by the Servicer to remedy
such default.

The Servicer shall deliver to the Issuer, the Indenture Trustee, the
Note Insurer and the Rating Agencies, promptly after having obtained knowledge
thereof but in no event later than five Business Days thereafter, written
notice by means of an Officer's Certificate of any event which with the giving
of notice or the lapse of time would become a Servicer Termination Event.

Section 4.17 Annual Independent Certified Public Accountants'
Reports.

On or before April 30 of each year, commencing in 1998, the Servicer,
at its own expense (or if the Indenture Trustee is then acting as Servicer, at
the expense of the Seller, which in no event shall exceed $1,000 per annum),
shall cause to be delivered to the Issuer, the Indenture Trustee, the Note
Insurer, the Depositor, and the Rating Agencies a letter or letters of a firm
of independent, nationally recognized certified public accountants reasonably
acceptable to the Note Insurer stating that such firm has examined the
Servicer's overall servicing operations in accordance with the requirements of
the Uniform Single Attestation Procedure for Mortgage Bankers, and stating such
firm's conclusions relating thereto.

Section 4.18 Access to Certain Documentation and Information
Regarding the Home Equity Loans.

The Servicer shall provide to the Indenture Trustee, the Note Insurer,
the Office of Thrift Supervision (the "OTS"), the FDIC and the supervisory
agents and examiners of each of the FDIC and the OTS (which, in the case of
supervisory agents and examiners, may be required by applicable state and
federal regulations) access to the documentation regarding the Home Equity
Loans, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices of the Servicer
designated by it.

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Section 4.19 Assignment of Agreement.

Other than with respect to entering into Sub-Servicing Agreements
pursuant to Section 4.03 hereof, the Servicer may not assign its obligations
under this Agreement, in whole or in part, unless it shall have first obtained
the written consent of the Indenture Trustee and the Note Insurer, which such
consent shall not be unreasonably withheld; provided, however, that any
assignee must meet the eligibility requirements set forth in Section 4.20(h)
hereof for a successor servicer.

Section 4.20 Removal of Servicer; Retention of Servicer;
Resignation of Servicer.

(a) The Note Insurer or the Indenture Trustee (with the prior
written consent of the Note Insurer) (or, except in the case of item (vi)
below, the Owners, with the consent of the Note Insurer) may remove the
Servicer upon the occurrence of any of the following events (each a "Servicer
Termination Event"):

(i) The Servicer shall (A) apply for or consent to the
appointment of a receiver, trustee, liquidator or custodian or similar
entity with respect to itself or its property, (B) admit in writing
its inability to pay its debts generally as they become due, (C) make
a general assignment for the benefit of creditors, (D) be adjudicated
a bankrupt or insolvent, (E) commence a voluntary case under the
federal bankruptcy laws of the United States of America or file a
voluntary petition or answer seeking reorganization, an arrangement
with creditors or an order for relief or seeking to take advantage of
any insolvency law or file an answer admitting the material
allegations of a petition filed against it in any bankruptcy,
reorganization or insolvency proceeding or (F) take corporate action
for the purpose of effecting any of the foregoing; or

(ii) If without the application, approval or consent of
the Servicer, a proceeding shall be instituted in any court of
competent jurisdiction, under any law relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking in respect of
the Servicer an order for relief or an adjudication in bankruptcy,
reorganization, dissolution, winding up, liquidation, a composition or
arrangement with creditors, a readjustment of debts, the appointment
of a trustee, receiver, liquidator or custodian or similar entity with
respect to the Servicer or of all or any substantial part of its
assets, or other like relief in respect thereof under any bankruptcy
or insolvency law, and, if such proceeding is being contested by the
Servicer in good faith, the same shall (A) result in the entry of an
order for relief or any such adjudication or appointment or (B)
continue undismissed or pending and unstayed for any period of
seventy-five (75) consecutive days; or

(iii) The Servicer shall fail to perform any one or more of
its obligations hereunder and shall continue in default thereof for a
period of thirty (30) days (one (1) Business Day in the case of a
delay in making a payment required of the Servicer under this
Agreement) after the earlier of (A) actual knowledge of an officer of
the Servicer or (B) receipt of notice from the Indenture Trustee or
the Note Insurer of said failure; provided, however, that if the
Servicer can demonstrate to the reasonable satisfaction of the Note
Insurer that it is diligently pursuing remedial action, then the cure
period may be extended with the written approval of the Note Insurer;
or

(iv) The Servicer shall fail to cure any breach of any of
its representations and warranties set forth in Section 2.02 which
materially and adversely affects the interests of the Owners or the
Note Insurer for a period of sixty (60) days after the earlier of the
Servicer's

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discovery or receipt of notice thereof; provided, however, that if the
Servicer can demonstrate to the reasonable satisfaction of the Note
Insurer that it is diligently pursuing remedial action, then the cure
period may be extended with the written approval of the Note Insurer;
or

(v) The merger, consolidation or other combination of the
Servicer with or into any other entity, unless (A) the Servicer or an
Affiliate of the Servicer is the surviving entity of such combination
or (B) the surviving entity (I) is servicing at least $300,000,000 of
home equity loans that are similar to the Home Equity Loans, (II) has
equity of not less than $10,000,000 (as determined in accordance with
generally acceptable account principles), (III) is consented to by the
Note Insurer (such consent not to be unreasonably withheld) and (IV)
agrees to assume the Servicer's obligations thereunder; or

(vi) The failure of the Servicer (except the Indenture
Trustee in its capacity as successor Servicer) to satisfy the Servicer
Termination Test.

(b) Upon the occurrence of a Servicer Termination Event, the
Servicer shall act as servicer under this Agreement, subject to the right of
removal set forth in subsection (a) hereof, for an initial period commencing on
the date on which such Servicer Termination Event occurred and ending on the
last day of the calendar quarter in which such Servicer Termination Event
occurred, which period shall be extended for a succeeding quarterly period on
December 31, March 31, June 30 and September 30 of each year as provided below
(each such quarterly period for which the Servicer shall be designated to act
as servicer hereunder, a "Term of Service"); provided that nothing in this
Section 4.20(b) shall prohibit the Note Insurer or the Indenture Trustee from
removing the Servicer pursuant to Section 4.20(a). Notwithstanding the
foregoing, the Note Insurer may, in its sole discretion, extend the period for
which the Servicer is to act as such for a period in excess of one quarter
(provided such extension shall be an additional one or more quarters), but any
such extension shall be revocable at any time by the Note Insurer upon written
notice delivered to the Indenture Trustee and the Servicer at least fifteen
days prior to the expiration of the related quarterly period.

(c) The Note Insurer agrees to use its best efforts to inform the
Indenture Trustee of any materially adverse information regarding the
Servicer's servicing activities that comes to the attention of the Note Insurer
from time to time.

(d) The Servicer shall not resign from the obligations and duties
hereby imposed on it, except upon determination that its duties hereunder are
no longer permissible under applicable law or are in material conflict by
reason of applicable law with any other activities carried on by it, the other
activities of the Servicer so causing such a conflict being of a type and
nature carried on by the Servicer at the date of this Agreement. Any such
determination permitting the resignation of the Servicer shall be evidenced by
an opinion of counsel acceptable to the Indenture Trustee and the Note Insurer
at the expense of the Servicer to such effect which shall be delivered to the
Indenture Trustee and the Note Insurer.

(e) No removal or resignation of the Servicer shall become
effective until the Indenture Trustee or a successor Servicer shall have
assumed the Servicer's responsibilities and obligations in accordance with this
Section.

(f) Upon removal or resignation of the Servicer, the Servicer at
its own expense also shall promptly deliver or cause to be delivered to a
successor servicer or the Indenture Trustee all the books and records
(including, without limitation, records kept in electronic form) that the
Servicer has maintained for the Home Equity Loans, including all tax bills,
assessment notices, insurance premium notices and all other documents as well
as all original documents then in the Servicer's possession.

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(g) Any collections then being held by the Servicer prior to its
removal and any collections received by the Servicer after removal or
resignation shall be endorsed by it to the Indenture Trustee and remitted
directly and immediately to the Indenture Trustee or the successor Servicer.

(h) Upon removal or resignation of the Servicer, the Indenture
Trustee may (i) solicit bids for a successor servicer as described below or
(ii) shall appoint the Backup Servicer as Servicer. If the Indenture Trustee
elects to solicit bids for a successor Servicer, the Indenture Trustee agrees
to act as Backup Servicer during the solicitation process and shall assume all
duties of the Servicer (except as otherwise provided in this Agreement). The
Indenture Trustee shall, if it is unable to obtain a qualifying bid and is
prevented by law from acting as Servicer, appoint, or petition a court of
competent jurisdiction to appoint, any housing and home finance institution,
bank or mortgage servicing institution which has been designated as an approved
seller-servicer by Fannie Mae or FHLMC for first and second home equity loans
and having equity of not less than $5,000,000 (or such lower level as may be
acceptable to the Note Insurer), as determined in accordance with generally
accepted accounting principles and acceptable to the Note Insurer as the
successor to the Servicer hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer hereunder. The
compensation of any successor Servicer (other than the Indenture Trustee in its
capacity as successor Servicer) so appointed shall be the amount agreed to
between the successor Servicer, the Note Insurer and the majority of the
Percentage Interests of the Certificates, (up to a maximum of 0.50% per annum
on each Home Equity Loan) together with the other servicing compensation in the
form of assumption fees, late payment charges or otherwise as provided in
Sections 4.08 and 4.15; provided, however, that if the Indenture Trustee
becomes the successor Servicer it shall receive as its compensation the same
compensation paid to the Servicer immediately prior to the Servicer's removal
or resignation; provided, further, however, that if the Indenture Trustee acts
as successor Servicer then the Servicer agrees to pay to the Indenture Trustee
at such time that the Indenture Trustee becomes such successor Servicer a
set-up fee of twenty-five dollars ($25.00) for each Home Equity Loan then
included in the Trust Estate. The amount payable in excess of twenty-five
dollars ($25.00) per Home Equity Loan, if any, shall be payable to the
successor Servicer and reimbursable pursuant to Section 3.03(b)(iii)(C) hereof.
The Indenture Trustee shall be obligated to serve as successor Servicer whether
or not the fee described in this section is paid by the Servicer, but shall in
any event be entitled to receive, and to enforce payment of, such fee from the
Servicer.

(i) In the event the Indenture Trustee elects to solicit bids as
provided above, the Indenture Trustee shall solicit, by public announcement,
bids from housing and home finance institutions, banks and mortgage servicing
institutions meeting the qualifications set forth above. Such public
announcement shall specify that the successor Servicer shall be entitled to
servicing compensation in accordance with clause (h) above, together with the
other servicing compensation in the form of assumption fees, late payment
charges or otherwise as provided in Sections 4.08 and 4.15. Within thirty days
after any such public announcement, the Indenture Trustee shall negotiate and
effect the sale, transfer and assignment of the servicing rights and
responsibilities hereunder to the qualified party submitting the highest
satisfactory bid as to the price it will pay to obtain servicing. The
Indenture Trustee shall deduct from any sum received by the Indenture Trustee
from the successor to the Servicer in respect of such sale, transfer and
assignment all costs and expenses of any public announcement and of any sale,
transfer and assignment of the servicing rights and responsibilities hereunder.
After such deductions, the remainder of such sum less any amounts due the
Indenture Trustee or the Trust from the Servicer shall be paid by the Indenture
Trustee to the Servicer at the time of such sale, transfer and assignment to
the Servicer's successor.

(j) The Indenture Trustee and such successor shall take such
action, consistent with this Agreement, as shall be necessary to effectuate any
such succession, including the notification to all

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Mortgagors of the transfer of servicing. The Servicer agrees to cooperate with
the Indenture Trustee and any successor Servicer in effecting the termination
of the Servicer's servicing responsibilities and rights hereunder and shall
promptly provide the Indenture Trustee or such successor Servicer, as
applicable, all documents and records reasonably requested by it to enable it
to assume the Servicer's functions hereunder and shall promptly also transfer
to the Indenture Trustee or such successor Servicer, as applicable, all amounts
which then have been or should have been deposited in the Principal and
Interest Account by the Servicer or which are thereafter received with respect
to the Home Equity Loans. Neither the Indenture Trustee nor any other successor
Servicer shall be held liable by reason of any failure to make, or any delay in
making, any distribution hereunder or any portion thereof caused by (i) the
failure of the Servicer to deliver, or any delay in delivering, cash, documents
or records to it, or (ii) restrictions imposed by any regulatory authority
having jurisdiction over the Servicer. If the Servicer resigns or is replaced
hereunder, the Servicer agrees to reimburse the Trust, the Owners and the Note
Insurer for the costs and expenses associated with the transfer of servicing to
the replacement Servicer, but subject to a maximum reimbursement to all such
parties in the amount of twenty-five dollars ($25.00) for each Home Equity Loan
then included in the Trust Estate. The amount payable in excess of twenty-five
dollars ($25.00) per Home Equity Loan, if any, shall be payable to the
successor Servicer and reimbursable pursuant to Section 3.03(b)(iii)(C) hereof.

(k) The Indenture Trustee or any other successor Servicer, upon
assuming the duties of Servicer hereunder, shall immediately (i) record all
assignments of Home Equity Loans not previously recorded in the name of the
Indenture Trustee pursuant to Section 2.05(b)(ii) as a result of an opinion of
counsel and (ii) make all Delinquency Advances and Compensating Interest
payments and deposit them to the Principal and Interest Account which the
Servicer has theretofore failed to remit with respect to the Home Equity Loans;
provided, however, that if the Indenture Trustee is acting as successor
Servicer, the Indenture Trustee shall only be required to make Delinquency
Advances (including the Delinquency Advances described in this clause (k)) if,
in the Indenture Trustee's reasonable good faith judgment, such Delinquency
Advances will ultimately be recoverable from the Home Equity Loans.

(l) The Servicer which is being removed or is resigning shall give
notice to the Mortgagors, to Moody's and to Standard & Poor's of the transfer
of the servicing to the successor.

(m) The Indenture Trustee shall give notice to the Note Insurer,
the Owners, the Owner Trustee, the Seller, Moody's and Standard & Poor's of the
occurrence of any event described in paragraph (a) above of which the Indenture
Trustee is aware.

Section 4.21 Inspections by Note Insurer; Errors and Omissions
Insurance.

(a) At any reasonable time and from time to time upon reasonable
notice, the Indenture Trustee, the Note Insurer, any Owner or the Issuer, or
any agents thereof may inspect the Servicer's servicing operations and discuss
the servicing operations of the Servicer during the Servicer's normal business
hours with any of its officers or directors; provided, however, that the costs
and expenses incurred by the Servicer or its agents or representatives in
connection with any such examinations or discussions shall be paid by the
Servicer.

(b) The Servicer (including the Indenture Trustee if it shall
become the Servicer hereunder) agrees to maintain errors and omissions coverage
and a fidelity bond, each at least to the extent required by Section 305 of
Part I of Fannie Mae Guide or any successor provision thereof; provided,
however, that in any event that the fidelity bond or the errors and omissions
coverage is no longer in effect, the Indenture Trustee shall promptly give such
notice to the Note Insurer, the Issuer and the Owners.

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Section 4.22 Additional Servicing Responsibilities for Second
Mortgage Loans.

The Servicer must notify any superior lienholder in writing of the
existence of the Second Mortgage Loan and request notification of any action
(as described below) to be taken against the Mortgagor or the Property by the
superior lienholder.

If the Servicer is notified that any superior lienholder has
accelerated or intends to accelerate the obligations under a First Mortgage
Loan, or has declared or intends to declare a default under the mortgage or the
promissory note secured thereby, or has filed or intends to file an election to
have the Property sold or foreclosed, the Servicer shall take, on behalf of the
Trust, whatever actions are necessary to protect the interests of the Owners
and the Note Insurer, and/or to preserve the security of the related Home
Equity Loan. The Servicer shall advance the necessary funds to cure the
default or reinstate the lien securing a First Mortgage Loan, if such advance
is in the best interests of the Note Insurer and the Owners; provided, however,
that no such additional advance need be made if such advance would be
nonrecoverable. The Servicer shall thereafter take such action as is necessary
to recover the amount so advanced. Any expenses incurred by the Servicer
pursuant to this Section 4.22 shall be Servicing Advances.

Section 4.23 Adjustable Rate Home Equity Loans.

The Servicer shall enforce each Home Equity Loan in accordance with
its terms and shall timely calculate, record, report and apply all interest
rate adjustments in accordance with the related Mortgage Note. The Servicer's
records shall, at all times, reflect the then Coupon Rate and monthly payment
and the Servicer shall timely notify the Mortgagor of any changes to the Coupon
Rate or the Mortgagor's monthly payment. If the Servicer fails to make either
a timely or accurate adjustment to the Coupon Rate or monthly payment or to
notify the Mortgagor of such adjustments, upon the Servicer's discovery of such
error and such continued failure, the Servicer shall pay from its own funds any
shortage. If the Servicer's continued failure after notice thereof to make a
scheduled change affects the Trust's rights to make future adjustments under
the terms of such Home Equity Loan, the Servicer shall repurchase such Home
Equity Loan in accordance with the provisions of Article II hereof. Any
amounts paid by the Servicer pursuant to this Section shall not be an advance
and shall not be reimbursable from the proceeds of any Home Equity Loan.

END OF ARTICLE IV

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ARTICLE V
TERMINATION

Section 5.01 Termination.

This Agreement will terminate upon notice to the Indenture Trustee of
either: (a) the later of (i) the satisfaction and discharge of the Indenture
pursuant to Section 4.1 of the Indenture or (ii) the disposition of all funds
with respect to the last Home Equity Loan and the remittance of all funds due
hereunder and the payment of all amounts due and payable to the Indenture
Trustee, the Owner Trustee, the Issuer, the Custodian and the Note Insurer; or
(b) the mutual consent of the Servicer, the Seller, the Depositor, the Note
Insurer and all Owners in writing.

Section 5.02 Termination Upon Option of Holders of Certificates.

(a) On any Monthly Remittance Date after the Redemption Date, the
holders of a majority of the Percentage Interests represented by the
Certificates then Outstanding may effect early redemption or termination of the
Notes by providing notice thereof to the Indenture Trustee, Owner Trustee and
Note Insurer. Such holders may purchase the Trust Estate at a price equal to
(x) in the case of Home Equity Loans 100% of the aggregate Loan Balances of the
related Home Equity Loans and (y) in the case of REO Properties, the appraised
value of such properties (such appraisal to be conducted by an appraiser
mutually agreed upon by the Servicer and the Indenture Trustee) as of the day
of purchase minus amounts remitted from the Principal and Interest Account to
the Note Account representing collections of principal on the Home Equity Loans
during the current Remittance Period, plus one month's interest on such amount
computed at the Redemption Date Pass-Through Rate, plus all accrued and unpaid
Servicing Fees plus the aggregate amount of any unreimbursed Delinquency
Advances and Servicing Advances and Delinquency Advances which the Servicer has
theretofore failed to remit plus all amounts owed to the Note Insurer pursuant
to the Insurance Agreement (such price, the "Termination Price") provided, that
in any case such price shall not be less than the then outstanding Note
Principal Balance plus all amounts owed to the Note Insurer pursuant to the
Insurance Agreement. In connection with such purchase, the Servicer shall
remit to the Indenture Trustee all amounts then on deposit in the Principal and
Interest Account for deposit to the Note Account, which deposit shall be deemed
to have occurred immediately preceding such purchase.

(b) Promptly following any purchase described in this Section
5.02, the Indenture Trustee will release the Files to the holders of such
Certificates or otherwise upon their order, in a manner similar to that
described in Section 4.14 hereof.

(c) If the holders of the Certificates decline to exercise the
option to purchase the Home Equity Loans and REO Properties remaining in the
Trust Estate pursuant to Section 5.02(a), then, provided that Industry Mortgage
Company, L.P. is not then the Servicer, the Note Insurer may do so subject to
terms set out in Section 5.02.

Section 5.03 Disposition of Proceeds.

The Indenture Trustee shall, upon receipt thereof, deposit the
proceeds of any liquidation of the Trust Estate pursuant to this Article V to
the Note Account; provided, however, that any amounts representing unreimbursed
Delinquency Advances and Servicing Advances theretofore funded by the Servicer
from the Servicer's own funds shall be paid by the Indenture Trustee to the
Servicer from the proceeds of the Trust Estate.

END OF ARTICLE V

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ARTICLE VI

MISCELLANEOUS

Section 6.01 Acts of Owners.

Except as otherwise specifically provided herein, whenever Owner
action, consent or approval is required under this Agreement, such action,
consent or approval shall be deemed to have been taken or given on behalf of,
and shall be binding upon, all Owners if the Owners of the majority of the
Percentage Interest of the Notes agree to take such action or give such consent
or approval.

Section 6.02 Recordation of Agreement.

To the extent permitted by applicable law, this Agreement, or a
memorandum thereof if permitted under applicable law, is subject to recordation
in all appropriate public offices for real property records in all of the
counties or other comparable jurisdictions in which any or all of the
Properties are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Servicer at the Owners'
expense on direction of the Owners of the majority of the Percentage Interest
of the Notes or the Note Insurer, but only when accompanied by an opinion of
counsel to the effect that such recordation materially and beneficially affects
the interests of the Owners or is necessary for the administration or servicing
of the Home Equity Loans.

Section 6.03 Duration of Agreement.

This Agreement shall continue in existence and effect until terminated
as herein provided.

Section 6.04 Successors and Assigns.

All covenants and agreements in this Agreement by any party hereto
shall bind its successors and assigns, whether so expressed or not.

Section 6.05 Severability.

In case any provision in this Agreement or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 6.06 Governing Law; Submission to Jurisdiction.

(a) In view of the fact that Owners are expected to reside in many
states and outside the United States and the desire to establish with certainty
that this Agreement will be governed by and construed and interpreted in
accordance with the law of a state having a well-developed body of commercial
and financial law relevant to transactions of the type contemplated herein,
this Agreement and each Note shall be construed in accordance with and governed
by the laws of the State of New York applicable to agreements made and to be
performed therein, without giving effect to the conflicts of law principles
thereof.

(b) The parties hereto hereby irrevocably 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 any appellate court from any thereof, in any action, suit or

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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
irrevocably and unconditionally agree that all claims in respect of any such
action or proceeding may be heard or determined in such New York State court
or, to the extent permitted by law, in such federal court. The parties hereto
agree that a final judgment in any such action, suit or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. To the extent permitted by applicable
law, the parties hereto hereby waive and agree not to assert by way of motion,
as a defense or otherwise in any such suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of such courts, that the
suit, action or proceeding is brought in an inconvenient forum, that the venue
of the suit, action or proceeding is improper or that the related documents or
the subject matter thereof may not be litigated in or by such courts.

(c) Each of the Depositor, the Issuer, the Seller and the Servicer
hereby irrevocably appoints and designates the Indenture Trustee as its true
and lawful attorney and duly authorized agent for acceptance of service of
legal process with respect to any action, suit or proceeding set forth in
paragraph (b) above. Each of the Issuer, the Seller and the Servicer agrees
that service of such process upon the Indenture Trustee shall constitute
personal service of such process upon it.

(d) Nothing contained in this Agreement shall limit or affect the
right of the Depositor, the Issuer, the Seller, the Servicer or the Note
Insurer or third-party beneficiary hereunder, as the case may be, to serve
process in any other manner permitted by law or to start legal proceedings
relating to any of the Home Equity Loans against any Mortgagor in the courts of
any jurisdiction.

Section 6.07 Counterparts.

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

Section 6.08 Amendment.

(a) The Indenture Trustee, the Depositor, the Issuer, the Seller
and the Servicer, may at any time and from time to time, with the prior written
approval of the Note Insurer but without the giving of notice to or the receipt
of the consent of the Owners, amend this Agreement, and the Indenture Trustee
shall consent to the amendment for the purposes of curing any ambiguity, (ii)
correcting or supplementing any provisions of this Agreement which are
inconsistent with any other provisions of this Agreement, (iii) adding any
other provisions with respect to matters or questions arising under this
Agreement, or (iv) for any other purpose, provided that such amendment shall
not adversely affect in any material respect any Owner. Any such amendment
shall be deemed not to adversely affect in any material respect any Owner if
there is delivered to the Indenture Trustee written notification from each
Rating Agency that such amendment will not cause such Rating Agency to reduce
its then current rating assigned to the Notes without regard to the Note
Insurance Policy. Notwithstanding anything to the contrary, no such amendment
shall (A) change in any manner the amount of, or delay the timing of, payments
which are required to be distributed to any Owner without the consent of the
Owner of such Note, (B) change the percentages of Percentage Interest which are
required to consent to any such amendments, without the consent of the Owners
of all Notes affected then outstanding or (C) which affects in any manner the
terms or provisions of the Note Insurance Policy.

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(b) This Agreement may also be amended from time to time by the
Seller, the Servicer, the Depositor and the Issuer by written agreement, with
the prior written consent of the Owners of the majority of the Percentage
Interests in the Notes and the Note Insurer, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement, or of modifying in any manner the rights of the Owners;
provided, however, that no such amendment shall (i) reduce in any manner the
amount of, or delay the timing of, collections of payments on Home Equity Loans
or distributions which are required to be made on any Note, without the consent
of the holders of 100% of the Notes, (ii) adversely affect in any material
respect the interests of the holders of the Notes in any manner other than as
described in (i), without the consent of the holders of 100% of the Notes, or
(iii) reduce the percentage of Notes, the holders of which are required to
consent to any such amendment, without the consent of the holders of 100% of
the Notes.

(c) The Note Insurer and the Rating Agencies shall be provided by
the Seller with copies of any amendments to this Agreement, together with
copies of any opinions or other documents or instruments executed in connection
therewith.

Section 6.09 Specification of Certain Tax Matters.

Each Owner shall provide the Indenture Trustee with a completed and
executed From W-9 prior to purchasing a Note. The Indenture Trustee shall
comply with all requirements of the Code, and applicable state and local law,
with respect to the withholding from any distributions made to any Owner of any
applicable withholding taxes imposed thereon and with respect to any applicable
reporting requirements in connection therewith.

Section 6.10 The Note Insurer.

Any right conferred to the Note Insurer hereunder shall be suspended
and shall run to the benefit of the Owners during any period in which there
exists a Note Insurer Default; provided, that the right of the Note Insurer to
receive the Premium Amount shall not be suspended if such Note Insurer Default
was a default other than a default under clause (a) of the definition thereof.
At such time as the Notes are no longer Outstanding hereunder and the Note
Insurer has received all Reimbursement Amounts, the Note Insurer's rights
hereunder shall terminate.

Section 6.11 Third Party Rights.

The Indenture Trustee, the Seller, the Issuer, the Depositor, the
Servicer, and the Owners agree that the Note Insurer shall be deemed a
third-party beneficiary of this Agreement as if it were a party hereto.

Section 6.12 Notices.

All notices hereunder shall be given as follows, until any superseding
instructions are given to all other Persons listed below:

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The Indenture Trustee: The Chase Manhattan Bank
450 W. 33rd Street, 15th Floor
New York, NY 10001
Attention: Advanced Structured Products Group
(212) 946-8600
(212) 946-3240 - Fax

The Depositor: IMC Securities, Inc.
5901 East Fowler Avenue
Tampa, FL 33617-2362
(813) 984-8801
(813) 984-2595 - Fax

The Issuer: IMC Home Equity Loan Owner Trust 1997-4
c/o Wilmington Trust Company, as Owner Trustee
1100 North Market Street
Wilmington, Delaware 19890
Attention: Corporate Trust Administration
Tel: (302)
Fax: (302)

The Servicer
and Seller: Industry Mortgage Company, L.P.
5901 East Fowler Avenue
Tampa, FL 33617-2362
(813) 984-8801
(813) 984-2595 - Fax

The Note
Insurer: MBIA Insurance Corporation
113 King Street
Armonk, New York 10504
Attention: Insured Portfolio Management -
Structured Finance (IPM-SF)
(IMC Adjustable Rate Home Equity Loan
Asset-Backed Notes,
Series 1997-4)
Tel: (914) 765-3799
Fax: (914) 273-4545

The Underwriters PaineWebber Incorporated
1285 Avenue of the Americas
11th Floor
New York, New York 10019
Attention: Barbara Dawson (cc: John Fearey)
Tel: (212) 713-8601
Fax: (212) 713-7999

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Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Attention: Asset-Backed Securities
Tel: (212) 272-2000
Fax: (212) 272-7294

Nomura Securities International, Inc.
Two World Financial Center
Building B, 21st Floor
New York, New York 10281-1198
Attention: Fixed Income Structured Finance
Group
Tel: (212) 667-2266
Fax: (212) 667-1391

Moody's: Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Attention: The Residential Mortgage
Monitoring Department
Tel: (212) 553-0300
Fax: (212) 553-0355

Standard & Poor's: Standard & Poor's Ratings Services, a
division of the McGraw-Hill Companies
26 Broadway
15th Floor
New York, New York 10004
Attention: Residential Mortgage Group
Tel: (212) 208-8000
Fax: (212) 208-8365

Section 6.13 Benefits of Agreement.

Nothing in this Agreement or in the Notes, expressed or implied, shall
give to any Person, other than the Owners, the Note Insurer and the parties
hereto and their successors hereunder, any benefit or any legal or equitable
right, remedy or claim under this Agreement.

Section 6.14 Legal Holidays.

In any case where the date of any Payment Date, any other date on
which any distribution to any Owner is proposed to be paid, or any date on
which a notice is required to be sent to any Person pursuant to the terms of
this Agreement (with the exception of any Monthly Remittance Date or any
Monthly Reporting Date) shall not be a Business Day, then (notwithstanding any
other provision of the Notes or this Agreement) payment or mailing need not be
made on such date, but may be made on the next succeeding Business Day with the
same force and effect as if made or mailed on the nominal date of any such
Payment Date, or such other date for the payment of any distribution to any
Owner or the mailing of such notice, as the case may be, and no interest shall
accrue for the period from and after any such nominal date, provided such
payment is made in full on such next succeeding Business Day. In any case

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where the date of any Monthly Remittance Date or any Monthly Reporting Date
shall not be a Business Day, then payment or mailing need not be made on such
date, but must be made on the preceding Business Day.

Section 6.15 Usury.

The amount of interest payable or paid on any Note under the terms of
this Agreement shall be limited to an amount which shall not exceed the maximum
nonusurious rate of interest allowed by the applicable laws of the State of New
York or any applicable law of the United States permitting a higher maximum
nonusurious rate that preempts such applicable New York laws, which could
lawfully be contracted for, charged or received (the "Highest Lawful Rate").
In the event any payment of interest on any Note exceeds the Highest Lawful
Rate, the Trust stipulates that such excess amount will be deemed to have been
paid to the Owner of such Note as a result of an error on the part of the
Indenture Trustee acting on behalf of the Trust and the Owner receiving such
excess payment shall promptly, upon discovery of such error or upon notice
thereof from the Indenture Trustee on behalf of the Trust, refund the amount of
such excess or, at the option of such Owner, apply the excess to the payment of
principal of such Note, if any, remaining unpaid. In addition, all sums paid
or agreed to be paid to the Indenture Trustee for the benefit of Owners of
Notes for the use, forbearance or detention of money shall, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread
throughout the full term of such Notes.

END OF ARTICLE VI

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ARTICLE VII

CERTAIN MATTERS REGARDING THE NOTE INSURER

Section 7.01 Trust Estate and Accounts Held for Benefit of the
Note Insurer.

The Indenture Trustee shall hold the Trust Estate for the benefit of
the related Owners and the Note Insurer and all references in this Agreement
and in the Notes to the benefit of Owners of the Notes shall be deemed to
include the Note Insurer. The Indenture Trustee shall cooperate in all
reasonable respects with any reasonable request by the Note Insurer for action
to preserve or enforce the Note Insurer's rights or interests under this
Agreement and the Notes.

The Servicer hereby acknowledges and agrees that it shall service and
administer the Home Equity Loans and any REO Properties, and shall maintain the
Principal and Interest Account, for the benefit of the Owners and for the
benefit of the Note Insurer, and all references in this Agreement to the
benefit of or actions on behalf of the Owners shall be deemed to include the
Note Insurer. Unless a Note Insurer Default exists, the Servicer shall not
terminate any Sub-Servicing Agreements without cause without the prior consent
of the Note Insurer.

Section 7.02 Claims Upon the Policy; Policy Payments Account.

(a) In the event that an Insured Payment becomes due
pursuant to the terms of the Note Insurance Policy, the Indenture Trustee shall
submit a Notice (in the form attached to such Note Insurance Policy) in
accordance with the terms of such Note Insurance Policy.

(b) The Indenture Trustee shall establish a separate
special purpose trust account for the benefit of the Owners of the Notes and
the Note Insurer referred to herein as the "Policy Payments Account" over which
the Indenture Trustee shall have exclusive control and sole right of
withdrawal. The Indenture Trustee shall deposit any amount paid under a Note
Insurance Policy in the Policy Payments Account and distribute such amount only
for purposes of payment to the Owners of the Notes of the Insured Payments for
which a claim was made and such amount may not be applied to satisfy any costs,
expenses or liabilities of the Servicer, the Seller, the Depositor, the
Custodian, the Indenture Trustee or the Trust. Amounts paid under the Note
Insurance Policy shall be transferred to the Note Account in accordance with
the next succeeding paragraph and disbursed by the Indenture Trustee to Owners
of the Notes in accordance with Section 3.03. It shall not be necessary for
such payments to be made by checks or wire transfers separate from the checks
or wire transfers used to pay the Insured Payments with other funds available
to make such payment. However, the amount of any payment of principal of or
interest on the Notes to be paid from funds transferred from the Policy
Payments Account shall be noted as provided in paragraph (c) below in the
Register and in the statement to be furnished to Owners of the Notes pursuant
to Section 3.08. Funds held in the Policy Payments Account shall not be
invested by the Indenture Trustee.

On any Payment Date with respect to which a claim has been
made under the Note Insurance Policy, the amount of funds received by the
Indenture Trustee as a result of any claim under the Note Insurance Policy, to
the extent required to make the Insured Payment on such Payment Date shall be
withdrawn from the Policy Payments Account and deposited in the Note Account
and applied by the Indenture Trustee, together with the other funds to be
withdrawn from the Note Account, directly to the payment in full of the Insured
Payment due on the Notes. Funds received by the Indenture Trustee as a result
of any claim under the Note Insurance Policy shall be deposited by the
Indenture Trustee in the Policy Payments Account and used solely for payment to
the Owners of the Notes may not be applied

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to satisfy any costs, expenses or liabilities of the Servicer, the Seller, the
Depositor, the Custodian, the Indenture Trustee or the Trust. Any funds
remaining in the Policy Payments Account on the first Business Day following a
Payment Date shall be remitted to the Note Insurer, pursuant to the
instructions of the Note Insurer, by the end of such Business Day.

(c) The Indenture Trustee shall keep a complete and
accurate record of the amount of interest and principal paid in respect of any
Note from moneys received under the Note Insurance Policy. The Note Insurer
shall have the right to inspect such records at reasonable times during normal
business hours upon one Business Day's prior notice to the Indenture Trustee.

(d) The Indenture Trustee shall promptly notify the Note
Insurer and the Fiscal Agent (as defined in the Note Insurance Policy) of any
proceeding or the institution of any action, of which an Authorized Officer of
the Indenture Trustee has actual knowledge, seeking the avoidance as a
preferential transfer under applicable bankruptcy, insolvency, receivership or
similar law (a "Preference Claim") of any distribution made with respect to the
Notes. Each Owner of a Note by its purchase of such Note, the Servicer and the
Indenture Trustee hereby agree that, the Note Insurer (so long as no Note
Insurer Default exists) may at any time during the continuation of any
proceeding relating to a Preference Claim direct all matters relating to such
Preference Claim, including without limitation, (i) the direction of any appeal
of any order relating to such Preference Claim and (ii) the posting of any
surety, supersedeas or performance bond pending any such appeal. In addition
and without limitation of the foregoing, the Note Insurer shall be subrogated
to the rights of the Servicer, the Indenture Trustee and each Owner of a Note
in the conduct of any such Preference Claim, including, without limitation, all
rights of any party to an adversary proceeding action with respect to any court
order issued in connection with any such Preference Claim.

Section 7.03 Effect of Payments by the Note Insurer; Subrogation.

Anything herein to the contrary notwithstanding, any payment
with respect to principal of or interest on any of the Notes which is made with
moneys received pursuant to the terms of the Note Insurance Policy shall not be
considered payment of such Notes from the Trust and shall not result in the
payment of or the provision for the payment of the principal of or interest on
such Notes within the meaning of Section 3.03. The Depositor, the Servicer and
the Indenture Trustee acknowledge, and each Owner by its acceptance of a Note
agrees, that without the need for any further action on the part of the Note
Insurer, the Depositor, the Servicer, the Indenture Trustee or the Registrar
(a) to the extent the Note Insurer makes payments, directly or indirectly, on
account of principal of or interest on any Notes to the Owners of such Notes,
the Note Insurer will be fully subrogated to the rights of such Owners to
receive such principal and interest from the Trust and (b) the Note Insurer
shall be paid such principal and interest but only from the sources and in the
manner provided herein for the payment of such principal and interest.

The Indenture Trustee, the Seller, the Depositor and the
Servicer shall cooperate in all respects with any reasonable request by the
Note Insurer for action to preserve or enforce the Note Insurer's rights or
interests under this Agreement without limiting the rights or affecting the
interests of the Owners as otherwise set forth therein.

Section 7.04 Notices to the Note Insurer.

All notices, statements, reports, certificates or opinions
required by this Agreement to be sent to any other party hereto or to any of
the Owners shall also be sent to the Note Insurer.

70
<PAGE> 75
Section 7.05 Rights to the Note Insurer To Exercise Rights of
Owners.

By accepting its Note, each Owner agrees that unless a Note
Insurer Default exists, the Note Insurer shall have the right to exercise all
rights of the Owners as specified under this Agreement without any further
consent of the Owners.

END OF ARTICLE VII

71
<PAGE> 76

IN WITNESS WHEREOF, the Issuer, the Depositor, the Seller, the
Servicer and the Indenture Trustee have caused this Agreement to be duly
executed by their respective officers thereunto duly authorized, all as of the
day and year first above written.

IMC Home Equity Loan
Owner Trust 1997-4

By: Wilmington Trust Company,
as Owner Trustee

By: /s/ Norma P. Closs
----------------------------------------
Title: Norma P. Closs, Vice President
----------------------------------------

IMC SECURITIES, INC.
as Depositor

By: /s/ Thomas G. Middleton
----------------------------------------
Title: Thomas G. Middleton, President
----------------------------------------

INDUSTRY MORTGAGE COMPANY, L.P., as Servicer
and Seller

By: Industry Mortgage Corporation,
as General Partner

By: /s/ Thomas G. Middleton
----------------------------------------
Title: Thomas G. Middleton, President
----------------------------------------

THE CHASE MANHATTAN BANK
as Indenture Trustee

By: /s/ Ann Marie Jose
----------------------------------------
Title: Ann Marie Jose, Trust Officer
----------------------------------------

<PAGE> 77

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On this 21st day of August, 1997, before me, a notary public in and
for the State of New York, personally appeared Norma P. Closs, known to me
who, being by me duly sworn, did depose and say that she resides at Kennett
Square, PA 19348; that she is the Vice President of Wilmington Trust Company,
a Delaware banking corporation; and that she signed her name thereto by order
of the Board of Directors of said corporation.

/s/ James A. Nash
----------------------
Notary Public

[NOTARIAL SEAL]

<PAGE> 78

STATE OF FLORIDA )
: ss.:
COUNTY OF HILLSBOROUGH )

On the 21st day of August, 1997, before me personally came Thomas G.
Middleton to me known, who, being by me duly sworn, did depose and say that he
resides at 3701 Carrollwood Place Circle, Apt. 112, Tampa, FL 33624; that he
is President of IMC Securities, Inc., a Delaware corporation; and that he
signed his name thereto by order of the respective Boards of Directors of said
corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

NOTARIAL SEAL

/s/ Jennifer L. Ellis
------------------------------
Notary Public

<PAGE> 79

STATE OF FLORIDA )
: ss.:
COUNTY OF HILLSBOROUGH )

On the 21st day of August, 1997, before me personally came Thomas G.
Middleton, to me known, who, being by me duly sworn, did depose and say that he
resides at 3701 Carrollwood Pl. Cir., Apt. #112, Tampa, FL 33624; that he is
President of Industry Mortgage Corporation, a Delaware corporation, the general
partner of Industry Mortgage Company, L.P., a Delaware limited partnership; and
that he signed his name thereto by order of the respective Boards of Directors
of said corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

NOTARIAL SEAL

/s/ Jennifer L. Ellis
------------------------------
Notary Public

<PAGE> 80

STATE OF NEW YORK )
: ss.:
COUNTY OF NEW YORK )

On the 21st day of August, 1997, before me personally came Ann Marie
Jose, to me known, who, being by me duly sworn did depose and say that she
resides at 208 Roosevelt Avenue; that he/she is a Trust Officer of The Chase
Manhattan Bank, the New York banking corporation described in and that executed
the above instrument as Indenture Trustee; and that he/she signed his/her name
thereto by order of the Board of Directors of said New York banking
corporation.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.

NOTARIAL SEAL

/s/ James A. Nash
------------------------------
Notary Public

<PAGE> 81

SCHEDULE I

SCHEDULE OF HOME EQUITY LOANS

A copy of this Schedule is maintained by the Indenture Trustee at the
Corporate Trust Office and by the Servicer.

<PAGE> 82

EXHIBIT A

FORM OF CERTIFICATE RE: HOME EQUITY LOANS
PREPAID IN FULL AFTER CUT-OFF DATE

CERTIFICATE RE: PREPAID LOANS

I, __________________________, _______________ of Industry Mortgage
Corporation, the sole general partner of Industry Mortgage Company, L.P.
("IMC"), hereby certify that between the "Cut-Off Date" (as defined in the Sale
and Servicing Agreement dated as of August 1, 1997 among IMC Securities, Inc.,
as Depositor, IMC, as Seller and Servicer, IMC Home Equity Loan Owner Trust
1997-4, as Issuer and The Chase Manhattan Bank, as Indenture Trustee) and the
"Closing Date," the following schedule of "Home Equity Loans" (each as defined
in the Sale and Servicing Agreement) have been prepaid in full.

Account Original Current Date Paid
Number Name Amount Balance Off
------ ---- ------ ------- ---

Dated: August __, 1997

By:
------------------------------

Title:
---------------------------

A-1
<PAGE> 83

EXHIBIT B-1

INDENTURE TRUSTEE'S ACKNOWLEDGEMENT OF RECEIPT

The Chase Manhattan Bank, in its capacity as Indenture Trustee (the
"Indenture Trustee") under that certain Sale and Servicing Agreement dated as
of August 1, 1997 (the "Sale and Servicing Agreement") among IMC Securities,
Inc., as Depositor, Industry Mortgage Company, L.P., a Delaware limited
partnership, as seller and servicer ("IMC"), IMC Home Equity Loan Owner Trust
1997-4, as Issuer and The Chase Manhattan Bank, as Indenture Trustee, hereby
acknowledges receipt of the Insurance Policy (Policy No. ________) from MBIA
Insurance Corporation and all other assets of the Trust Estate received by the
Indenture Trustee as of the date hereof.

The Indenture Trustee hereby additionally acknowledges that it shall
cause the Custodian (as defined in the Sale and Servicing Agreement) to review
such items as required by Section 2.06(a) of the Sale and Servicing Agreement.

THE CHASE MANHATTAN BANK, as
Indenture Trustee

By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------

Dated: August __, 1997

B-1-1
<PAGE> 84

EXHIBIT B-2

CUSTODIAN'S ACKNOWLEDGEMENT OF RECEIPT

BankBoston, N.A., in its capacity as custodian (the "Custodian") under
the Custodial Agreement dated as of August 1, 1997 among the Custodian,
Industry Mortgage Company, L.P., as seller and servicer, IMC Securities, Inc.,
as Depositor, IMC Home Equity Loan Owner Trust 1997-4, as Issuer and The Chase
Manhattan Bank, in its capacity as Indenture Trustee (the "Indenture Trustee")
under that certain Sale and Servicing Agreement dated as of August 1, 1997 (
the "Sale and Servicing Agreement") among IMC Securities, Inc., as Depositor,
Industry Mortgage Company, L.P., a Delaware limited partnership, as seller and
servicer ("IMC"), the Issuer, and the Indenture Trustee hereby acknowledges
receipt (subject to review as required by Section 2.06(a) of the Sale and
Servicing Agreement) of the items delivered to it by IMC with respect to the
Home Equity Loans pursuant to Section 2.05(b)(i) of the Sale and Servicing
Agreement, except such items as are listed on Exhibit D to the Sale and
Servicing Agreement.

The Schedules of Home Equity Loans is attached to this Receipt.

The Custodian hereby additionally acknowledges that it shall review
such items as required by Section 2.06(a) of the Sale and Servicing Agreement
and shall otherwise comply with Section 2.06(b) and 2.06(c) of the Sale and
Servicing Agreement as required thereby.

BANKBOSTON, N.A.,
as custodian

By:
-------------------------------------
Name:
-----------------------------------
Title:
----------------------------------

Dated: August __, 1997

B-2-1
<PAGE> 85

EXHIBIT C

FORM OF POOL CERTIFICATION

POOL CERTIFICATION

WHEREAS, the undersigned is an Authorized Officer of BankBoston, N.A.,
in its capacity as Custodian (the "Custodian") under the Custodial Agreement
dated August 1, 1997 between the Custodian, Industry Mortgage Company, L.P., as
seller and servicer, IMC Securities, Inc., as Depositor, IMC Home Equity Loan
Owner Trust 1997-4, as Issuer and The Chase Manhattan Bank, a New York banking
corporation, acting in its capacity as indenture trustee (the "Indenture
Trustee") of a certain pool of mortgage loans (the "Pool") heretofore conveyed
in trust to the Indenture Trustee, pursuant to that certain Sale and Servicing
Agreement dated as of August 1, 1997 (the "Sale and Servicing Agreement") among
IMC Securities, Inc., as Depositor, Industry Mortgage Company, L.P., as Seller
(the "Seller") and Servicer, IMC Home Equity Loan Owner Trust 1997-4, as Issuer
and the Indenture Trustee; and

WHEREAS, the Custodian is required, pursuant to Section 2.06(a) of the
Sale and Servicing Agreement, to review the Mortgage Files relating to the Pool
within a specified period following the Closing Date and to notify the Seller
promptly of any defects with respect to the Pool, and the Seller is required to
remedy such defects or take certain other action, all as set forth in Section
2.06(b) of the Sale and Servicing Agreement; and

WHEREAS, Section 2.06(a) of the Sale and Servicing Agreement requires
the Custodian to deliver this Pool Certification upon the satisfaction of
certain conditions set forth therein.

NOW, THEREFORE, the Custodian hereby certifies that it has determined
that all required documents (or certified copies of documents listed in Section
2.05 of the Sale and Servicing Agreement) have been executed or received, and
that such documents relate to the Home Equity Loans identified in the Schedule
of Home Equity Loans pursuant to Section 2.06(a) of the Sale and Servicing
Agreement or, in the event that such documents have not been executed and
received or do not so relate to such Home Equity Loans, any remedial action by
the Seller pursuant to Section 2.06(b) of the Sale and Servicing Agreement has
been completed. The Custodian makes no certification hereby, however, with
respect to any intervening assignments or assumption and modification
agreements.

BANKBOSTON, N.A., as Custodian

By:
------------------------------
Title:
---------------------------

Dated: August ___, 1997

C-1
<PAGE> 86

EXHIBIT D TO THE SALE AND SERVICING AGREEMENT

HOME EQUITY LOANS WITH DOCUMENT EXCEPTIONS

Loan Number Borrower Name Original Loan Amount Exception
- ----------- ------------- -------------------- ---------

D-1