Exhibit 1.1
EXECUTION COPY
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$1,000,000,000
IMC HOME EQUITY LOAN TRUST 1998-1
IMC Home Equity Loan Pass-Through Certificates,
Series 1998-1
UNDERWRITING AGREEMENT
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February 27, 1998
BEAR, XXXXXXX & CO. INC.
As representative of the several underwriters
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
IMC Securities, Inc. (the "Depositor"), a Delaware corporation, has
authorized the issuance and sale of IMC Home Equity Loan Pass-Through
Certificates, Series 1998-1 consisting of (a) the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates,
the Class A-5 Certificates, the Class A-6 Certificates, the Class A-7I0
Certificates (collectively, the "Class A Certificates"), (b) the Class M-1
Certificates and the Class M-2 Certificates (collectively, the "Mezzanine
Certificates"), (c) the Class B Certificates (collectively with the Mezzanine
Certificates, the "Subordinate Certificates") and (d) a residual class of
Certificates with respect to each REMIC held by the Trust. Only the Class A
Certificates, the Mezzanine Certificates and the Class B Certificates
(collectively, the "Offered Certificates") are offered hereby.
The Certificates represent an undivided ownership interest in a pool of
fixed rate home equity loans (the "Home Equity Loans") held by IMC Home Equity
Loan Trust 1998-1 (the "Trust"). The Certificates will represent undivided
ownership interests in the Home Equity Loans, which are secured by first and
second lien mortgages or deeds of trust primarily on one- to four-family
residential properties.
Only the Offered Certificates are being purchased by the Underwriters
named in Schedule A hereto (the "Underwriters"), and the Underwriters are
purchasing, severally, only the Offered Certificates set forth opposite their
names in Schedule A, except that the amounts purchased by the Underwriters may
change in accordance with Section 10 of this Agreement. Bear, Xxxxxxx & Co. Inc.
(the "Representative") is acting for itself and as representative of the other
Underwriters.
The Certificates will be issued under a pooling and servicing agreement
(the "Pooling
and Servicing Agreement"), dated as of March 1, 1998 among the Depositor, IMC
Mortgage Company ("IMC"), as seller and as servicer (in such capacity, the
"Servicer" or the "Seller," as the case may be), and The Chase Manhattan Bank,
as trustee (the "Trustee"). The Offered Certificates will evidence fractional
undivided interests in the trust (the "Trust"). The Trust assets (not all of
which will be included in the REMIC elections), will initially include among
other things, a pool of fixed rate Home Equity Loans (the "Initial Home Equity
Loans"), and such amounts as may be held by the Trustee in the Pre-Funding
Account (the "Pre-Funding Account"), the Capitalized Interest Account (the
"Capitalized Interest Account") and any other accounts held by the Trustee for
the Trust. On the Closing Date, $249,717,645.27 will be deposited in the name of
the Trustee in the Pre-Funding Account. It is intended that additional Home
Equity Loans satisfying the criteria specified in the Pooling and Servicing
Agreement (the "Subsequent Home Equity Loans") will be purchased by the Trust
for inclusion in the Trust from the Depositor from time to time on or before
April 30, 1998 from funds on deposit in the Pre-Funding Account. Funds in the
Capitalized Interest Account will be applied by the Trustee to cover shortfalls
in interest during the Funding Period (as described herein under "Pre-Funding
Account") on the Offered Certificates attributable to the provisions allowing
for purchase of Subsequent Home Equity Loans after the Cut-Off date. The Offered
Certificates will initially represent an undivided ownership interest in the sum
of (i) the Initial Home Equity Loans in an amount of $750,282,354.73 as of the
close of business on March 1, 1998 (the "Cut-Off Date") and (ii) $249,717,645.27
on deposit in the Pre-Funding Account. A form of the Pooling and Servicing
Agreement has been filed as an exhibit to the Registration Statement
(hereinafter defined).
The Certificates are more fully described in a Registration Statement
which the Depositor has furnished to the Underwriters. Capitalized terms used
but not defined herein shall have the meanings given to them in the Pooling and
Servicing Agreement.
Pursuant to Section 3.05 of the Pooling and Servicing Agreement and
concurrently with the execution thereof, IMC will transfer to the Depositor and
the Depositor will transfer to the Trust all of its right, title and interest in
and to the unpaid principal balances of the Initial Home Equity Loans as of the
Cut-Off Date and the collateral securing each Initial Home Equity Loan.
SECTION 1 Representations and Warranties of the Depositor. The Depositor
represents and warrants to, and agrees with the Underwriters that:
A. A Registration Statement on Form S-3 (No. 333-31197) has (i)
been prepared by the Depositor in conformity with the requirements of
the Securities Act of 1933 (the "Securities Act") and the rules and
regulations (the "Rules and Regulations") of the United States
Securities and Exchange Commission (the "Commission") thereunder, (ii)
been filed with the Commission under the Securities Act and (iii) become
effective under the Securities Act. Copies of such Registration
Statement have been delivered by
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the Depositor to the Underwriters. As used in this Agreement, "Effective
Time" means the date and the time as of which such Registration
Statement, or the most recent post-effective amendment thereto, if any,
was declared effective by the Commission; "Effective Date" means the
date of the Effective Time; "Registration Statement" means such
registration statement, at the Effective Time, including any documents
incorporated by reference therein at such time; and "Basic Prospectus"
means such final prospectus dated August 18, 1997; and "Prospectus
Supplement" means the final prospectus supplement relating to the
Offered Certificates, to be filed with the Commission pursuant to
paragraph (2), (3) or (5) of Rule 424(b) of the Rules and Regulations.
"Prospectus" means the Basic Prospectus together with the Prospectus
Supplement. Reference made herein to the Prospectus shall be deemed to
refer to and include any documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the Securities Act, as of the date
of the Prospectus and any reference to any amendment or supplement to
the Prospectus shall be deemed to refer to and include any document
filed under the Securities Exchange Act of 1934 (the "Exchange Act")
after the date of the Prospectus, and incorporated by reference in the
Prospectus and any reference to any amendment to the Registration
Statement shall be deemed to include any report of the Depositor filed
with the Commission pursuant to Section 13(a) or 15(d) of the Exchange
Act after the Effective Time that is incorporated by reference in the
Registration Statement. The Commission has not issued any order
preventing or suspending the use of the Prospectus. There are no
contracts or documents of the Depositor which are required to be filed
as exhibits to the Registration Statement pursuant to the Securities Act
or the Rules and Regulations which have not been so filed or
incorporated by reference therein on or prior to the Effective Date of
the Registration Statement other than such documents or materials, if
any, as any Underwriter delivers to the Depositor pursuant to Section
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 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
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for use therein. The only information furnished by the Underwriters or
on behalf of the Underwriters for use in connection with the preparation
of the Registration Statement or the Prospectus is described in Section
8(I) hereof.
C. The documents incorporated by reference to the Prospectus,
when they became effective or were filed with the Commission, as the
case may be, conformed in all material respects to the requirements of
the Securities Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder, and none of such documents
contained an untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and any further documents so filed
and incorporated by reference in the Prospectus, when such documents
become effective or are filed with the Commission, as the case may be,
will conform in all material respects to the requirements of the
Securities Act or the Exchange Act, as applicable, and the rules and
regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required
to be stated therein or necessary to make the statements therein not
misleading; provided that no representation is made as to documents
deemed to be incorporated by reference in the Prospectus as the result
of filing a Form 8-K at the request of the Underwriters except to the
extent such documents reflect information furnished by the Depositor to
the Underwriters for the purpose of preparing such documents.
D. Since the respective dates as of which information is given
in the Prospectus, there has not been any material adverse change in the
general affairs, management, financial condition, or results of
operations of the Depositor, otherwise than as set forth or contemplated
in the Prospectus as supplemented or amended as of the Closing Date.
E. The Depositor has been duly incorporated and is validly
existing as a corporation in good standing under the laws of the State
of Delaware and is in good standing as a foreign corporation in each
jurisdiction in which its ownership or lease of property or the conduct
of its business requires such qualification, and has all power and
authority necessary to own or hold its properties, to conduct the
business in which it is engaged and to enter into and perform its
obligations under this Agreement, the Pooling and Servicing Agreement or
any Subsequent Transfer Agreement and to cause the Certificates to be
issued.
F. There are no actions, proceedings or investigations pending
with respect to which the Depositor has received service of process
before or threatened by any court, administrative agency or other
tribunal to which the Depositor is a party or of which any of its
properties is the subject (a) which if determined adversely to the
Depositor would have a material adverse effect on the business or
financial condition of the Depositor, (b) asserting the invalidity of
this Agreement, the Pooling and Servicing Agreement, the
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Certificates or any Subsequent Transfer Agreement, (c) seeking to
prevent the issuance of the Certificates or the consummation by the
Depositor of any of the transactions contemplated by the Pooling and
Servicing Agreement, this Agreement or any Subsequent Transfer
Agreement, as the case may be, or (d) which might materially and
adversely affect the performance by the Depositor of its obligations
under, or the validity or enforceability of, the Pooling and Servicing
Agreement, this Agreement, the Certificates or any Subsequent Transfer
Agreement.
G. This Agreement has been, and the Pooling and Servicing
Agreement and each Subsequent Transfer Agreement when executed and
delivered as contemplated hereby and thereby will have been, duly
authorized, executed and delivered by the Depositor, and this Agreement
constitutes, and the Pooling and Servicing Agreement when executed and
delivered as contemplated herein, will constitute, legal, valid and
binding instruments enforceable against the Depositor in accordance with
their respective terms, subject as to enforceability to (x) applicable
bankruptcy, reorganization, insolvency, moratorium or other similar laws
affecting creditors' rights generally, (y) general principles of equity
(regardless of whether enforcement is sought in a proceeding in equity
or at law), and (z) with respect to rights of indemnity under this
Agreement limitations of public policy under applicable securities laws.
H. The execution, delivery and performance of this Agreement,
the Pooling and Servicing Agreement and any Subsequent Transfer
Agreement by the Depositor and the consummation of the transactions
contemplated hereby and thereby, and the issuance and delivery of the
Certificates do not and will not conflict with or result in a breach or
violation of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other
agreement or instrument to which the Depositor is a party, by which the
Depositor is bound or to which any of the properties or assets of the
Depositor or any of its subsidiaries is subject, which breach or
violation would have a material adverse effect on the business,
operations or financial condition of the Depositor, nor will such
actions result in any violation of the provisions of the articles of
incorporation or by-laws of the Depositor or any statute or any order,
rule or regulation of any court or governmental agency or body having
jurisdiction over the Depositor or any of its properties or assets,
which breach or violation would have a material adverse effect on the
business, operations or financial condition of the Depositor.
I. The Depositor has no reason to believe that Coopers & Xxxxxxx
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 Trustee to execute,
authenticate, issue and deliver the Certificates has been duly
authorized by the Depositor, and assuming the
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Trustee has been duly authorized to do so, when executed, authenticated,
issued and delivered by the Trustee in accordance with the Pooling and
Servicing Agreement, the Certificates will be validly issued and
outstanding and will be entitled to the benefits provided by the Pooling
and Servicing Agreement.
K. No consent, approval, authorization, order, registration or
qualification of or with any court or governmental agency or body of the
United States is required for the issuance of the Certificates and the
sale of the Offered Certificates to the Underwriters, or the
consummation by the Depositor of the other transactions contemplated by
this Agreement, the Pooling and Servicing Agreement and any Subsequent
Transfer Agreement except such consents, approvals, authorizations,
registrations or qualifications as may be required under state
securities or blue sky laws in connection with the purchase and
distribution of the Offered Certificates by the Underwriters or as have
been obtained.
L. The Depositor possesses all material licenses, certificates,
authorities or permits issued by the appropriate State, Federal or
foreign regulatory agencies or bodies necessary to conduct the business
now conducted by it and as described in the Prospectus, and the
Depositor has not received notice of any proceedings relating to the
revocation or modification of any such license, certificate, authority
or permit which if decided adversely to the Depositor would, singly or
in the aggregate, materially and adversely affect the conduct of its
business, operations or financial condition.
M. At the time of execution and delivery of the Pooling and
Servicing Agreement, the Depositor will: (i) have good title to the
Initial Home Equity Loans conveyed by the Seller, free and clear of any
lien, mortgage, pledge, charge, encumbrance, adverse claim or other
security interest (collectively, "Liens"); (ii) not have assigned to any
person any of its right or title in the Initial Home Equity Loans, in
the Pooling and Servicing Agreement or in the Certificates being issued
pursuant thereto; and (iii) have the power and authority to sell its
interest in the Initial Home Equity Loans to the Trustee and to sell the
Offered Certificates to the Underwriters. Upon execution and delivery of
the Pooling and Servicing Agreement by the Trustee, the Trustee will
acquire beneficial ownership of all of the Depositor's right, title and
interest in and to the Home Equity Loans. Upon delivery to the
Underwriters of the Offered Certificates, the Underwriters will have
good title to the Offered Certificates, free of any Liens.
N. At the time of execution and delivery of any Subsequent
Transfer Agreement, the Depositor will: (i) have good title in the
Subsequent Home Equity Loans conveyed by the Seller, free and clear of
any Liens; (ii) not have assigned to any person any of its right or
title in the Subsequent Home Equity Loans, in the Pooling and Servicing
Agreement or in the Certificates being issued pursuant thereto; and
(iii) have the power and authority to sell the Subsequent Home Equity
Loans to the Trustee. Upon
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execution and delivery of the Subsequent Transfer Agreement by the
Trustee, the Trustee will acquire beneficial ownership of all of the
Depositor's right, title and interest in and to the Subsequent Home
Equity Loans.
O. As of the Cut-Off Date, each of the Initial Home Equity Loans
will meet the eligibility criteria described in the Prospectus and will
conform to the descriptions thereof contained in the Prospectus.
P. As of any Subsequent Transfer Date, each of the Subsequent
Home Equity Loans will meet the eligibility criteria described in the
Prospectus and will conform to the descriptions thereof contained in the
Prospectus.
Q. Neither the Depositor nor the Trust created by the Pooling
and Servicing Agreement is an "investment company" within the meaning of
such term under the Investment Company Act of 1940 (the "1940 Act") and
the rules and regulations of the Commission thereunder.
R. At the Closing Date, the Offered Certificates and the Pooling
and Servicing Agreement will conform in all material respects to the
descriptions thereof contained in the Prospectus.
S. At the Closing Date, the Offered Certificates shall have been
rated in the respective rating categories by the nationally recognized
rating agencies, as described in the Prospectus Supplement under
"Ratings".
T. Any taxes, fees and other governmental charges in connection
with the execution, delivery and issuance of this Agreement, the Pooling
and Servicing Agreement, and the Certificates have been paid or will be
paid at or prior to the Closing Date.
U. At the Closing Date, each of the representations and
warranties of the Depositor set forth in the Pooling and Servicing
Agreement 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 Offered Certificates shall be deemed, and shall state that it is, a
representation and warranty as to the matters covered thereby to each person to
whom the representations and warranties in this Section 1 are made.
SECTION 2 Purchase and Sale. The commitment of the Underwriters to
purchase the Offered Certificates pursuant to this Agreement shall be deemed to
have been made on the basis of the representations and warranties herein
contained and shall be subject to the terms and
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conditions herein set forth. The Depositor agrees to instruct the Trustee to
issue the Offered Certificates and agrees to sell to each Underwriter, and each
Underwriter agrees (except as provided in Sections 10 and 11 hereof) severally
and not jointly to purchase from the Depositor the aggregate initial principal
amounts or percentage interests of the respective Class or Classes of Offered
Certificates set forth opposite their names on Schedule A, at the purchase price
or prices set forth in Schedule A. The Underwriters may offer the Offered
Certificates to certain dealers at such prices less a concession not in excess
of the respective amounts set forth in Schedule A. The Underwriters may allow
and such dealers may reallow a discount to certain dealers not in excess of the
respective amounts set forth in Schedule A.
SECTION 3 Delivery and Payment. Delivery of and payment for the Offered
Certificates to be purchased by the Underwriters shall be made at the offices of
Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000, 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 March 11, 1998, or at such other time or
date as shall be agreed upon in writing by the Representative and the Depositor
(such date being referred to as the "Closing Date"). Payment shall be made to
the Depositor by wire transfer of same day funds payable to the account of the
Depositor. Delivery of the Offered Certificates shall be made to the
Representative for the accounts of the applicable Underwriters against payment
of the purchase price thereof. The Certificates shall be in such authorized
denominations and registered in such names as the Representative may request in
writing at least two business days prior to the Closing Date. The Offered
Certificates will be made available for examination by the Representative no
later than 2:00 P.M. New York City time on the first business day prior to the
Closing Date.
SECTION 4 Offering by the Underwriters. It is understood that, subject
to the terms and conditions hereof, the Underwriters propose to offer the
Offered Certificates for sale to the public as set forth in the Prospectus.
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 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
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Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the
date of the Prospectus and, for so long as the delivery of a prospectus
is required in connection with the offering or sale of the Offered
Certificates; to promptly advise the Underwriters of its receipt of
notice of the issuance by the Commission of any stop order or of: (i)
any order preventing or suspending the use of the Prospectus; (ii) the
suspension of the qualification of the Offered Certificates for offering
or sale in any jurisdiction; (iii) the initiation of or threat of any
proceeding for any such purpose; (iv) any request by the Commission for
the amending or supplementing of the Registration Statement or the
Prospectus or for additional information. In the event of the issuance
of any stop order or of any order preventing or suspending the use of
the Prospectus or suspending any such qualification, the Depositor
promptly shall use its best efforts to obtain the withdrawal of such
order by the Commission.
B. To furnish promptly to the Underwriters and to counsel for
the Underwriters a signed copy of the Registration Statement as
originally filed with the Commission, and of each amendment thereto
filed with the Commission, including all consents and exhibits filed
therewith.
C. To deliver promptly to the Underwriters such number of the
following documents as the Underwriters shall reasonably request: (i)
conformed copies of the Registration Statement as originally filed with
the Commission and each amendment thereto (in each case including
exhibits); (ii) the Prospectus and any amended or supplemented
Prospectus; and (iii) any document incorporated by reference in the
Prospectus (including exhibits thereto). If the delivery of a prospectus
is required at any time prior to the expiration of nine months after the
Effective Time in connection with the offering or sale of the Offered
Certificates, and if at such time any events shall have occurred as a
result of which the Prospectus as then amended or supplemented would
include any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made when such
Prospectus is delivered, not misleading, or, if for any other reason it
shall be necessary during such same period to amend or supplement the
Prospectus or to file under the Exchange Act any document incorporated
by reference in the Prospectus in order to comply with the Securities
Act or the Exchange Act, the Depositor shall notify the Underwriters
and, upon the Underwriters' request, shall file such document and
prepare and furnish without charge to the Underwriters and to any dealer
in securities as many copies as the Underwriters may from time to time
reasonably request of an amended Prospectus or a supplement to the
Prospectus which corrects such statement or omission or effects such
compliance, and in case the Underwriters are required to deliver a
Prospectus in connection with sales of any of the Offered Certificates
at any time nine months or more after the Effective Time, upon the
request of the Underwriters but at their expense, the Depositor shall
prepare and deliver to the Underwriters as many copies as the
Underwriters may
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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 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 Xxxxxx 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 Xxxxxx, Xxxxxxx
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 "Xxxxxx 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 Offered
Certificates as soon as practicable, but in any event not later than 90
days after the close of the period covered thereby, a statement of
earnings of the Trust (which need not be audited) complying with Section
11(a) of the Securities Act and the Rules and Regulations (including, at
the option of the Depositor, Rule 158) and covering a period of at least
twelve consecutive months beginning not later than the first day of the
first fiscal quarter following the
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Closing Date.
H. To use its best efforts, in cooperation with the
Underwriters, to qualify the Offered Certificates for offering and sale
under the applicable securities laws of such states and other
jurisdictions of the United States or elsewhere as the Underwriters may
designate, and maintain or cause to be maintained such qualifications in
effect for as long as may be required for the distribution of the
Offered Certificates. The Depositor will file or cause the filing of
such statements and reports as may be required by the laws of each
jurisdiction in which the Offered Certificates have been so qualified.
I. Unless the Underwriters shall otherwise have given their
written consent, no pass-through certificates backed by home equity
loans or other similar securities representing interest in or secured by
other mortgage-related assets originated or owned by the Depositor or
IMC shall be publicly offered, sold nor shall the Depositor or IMC enter
into any contractual arrangements that contemplate the public offering
or sale of such securities for a period of seven (7) business days
following the commencement of the offering of the Offered Certificates
to the public.
J. So long as the Offered Certificates shall be outstanding the
Depositor shall cause the Trustee, pursuant to the Pooling and Servicing
Agreement, to deliver to the Underwriters as soon as such statements are
furnished to the Owners: (i) the annual statement as to compliance
delivered to the Trustee pursuant to Section 8.16 of the Pooling and
Servicing Agreement; (ii) the annual statement of a firm of independent
public accountants furnished to the Trustee pursuant to Section 8.17 of
the Pooling and Servicing Agreement; (iii) the monthly servicing report
furnished to the Trustee pursuant to Section 7.08 of the Pooling and
Servicing Agreement; and (iv) the monthly reports furnished to the
Certificateholders pursuant to Section 7.09 of the Pooling and Servicing
Agreement.
K. To apply the net proceeds from the sale of the Offered
Certificates in the manner set forth in the Prospectus.
SECTION 6 Conditions to the Underwriters' Obligations. The obligations
of the Underwriters to purchase the Offered Certificates pursuant to this
Agreement are subject to: (i) the accuracy on and as of the Closing Date of the
representations and warranties on the part of the Depositor and IMC herein
contained; (ii) the performance by the Depositor of all of its obligations
hereunder; and (iii) the following conditions as of the Closing Date:
A. The Underwriters shall have received confirmation of the
effectiveness of the Registration Statement. No stop order suspending
the effectiveness of the Registration Statement or any part thereof
shall have been issued and no proceeding for that purpose shall have
been initiated or threatened by the Commission. Any request of the
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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 & Xxxxx LLP, counsel for the
Underwriters, is material and is required to be stated therein or is
necessary to make the statements therein not misleading.
C. All corporate proceedings and other legal matters relating to
the authorization, form and validity of this Agreement, the Pooling and
Servicing Agreement, the Certificates, the Registration Statement and
the Prospectus, and all other legal matters relating to this Agreement
and the transactions contemplated hereby shall be satisfactory in all
respects to the Underwriters and their counsel, and the Depositor shall
have furnished to such counsel all documents and information that they
may reasonably request to enable them to pass upon such matters.
X. Xxxxx & Xxxxxx shall have furnished to the Underwriters their
written opinion, as counsel to the Depositor, addressed to the
Underwriters and dated the Closing Date, in form and substance
satisfactory to the Underwriters, to the effect that:
1. The conditions to the use by the Depositor of a
registration statement on Form S-3 under the Securities Act, as
set forth in the General Instructions to Form S-3, have been
satisfied with respect to the Registration Statement and the
Prospectus.
2. The Registration Statement and any amendments thereto
have become effective under the Securities Act; to the best of
such counsel's knowledge, no stop order suspending the
effectiveness of the Registration Statement has been issued and
not withdrawn and no proceedings for that purpose have been
instituted or threatened and not terminated; and the
Registration Statement, the Prospectus and each amendment or
supplement thereto, as of their respective effective or issue
dates (other than the financial and statistical information
contained therein, as to which such counsel need express no
opinion), complied as to form in all material respects with the
applicable requirements of the Securities Act and the Rules and
Regulations.
3. To the best of such counsel's knowledge, there are no
material contracts, indentures or other documents of a character
required to be described or referred to in the Registration
Statement or the Prospectus or to be filed as exhibits to the
Registration Statement other than those described or referred to
therein or filed
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or incorporated by reference as exhibits thereto.
4. The statements set forth in the Basic Prospectus
under the captions "Description of The Securities" and "The
Pooling and Servicing Agreement" and in the Prospectus
Supplement under the captions "Description of the Offered
Certificates" and "The Pooling and Servicing Agreement," to the
extent such statements purport to summarize certain provisions
of the Certificates or of the Pooling and Servicing Agreement,
are fair and accurate in all material respects.
5. The statements set forth in the Prospectus and the
Prospectus Supplement under the captions "ERISA Considerations"
and "Federal Income Tax Consequences" to the extent that they
constitute matters of federal law, provide a fair and accurate
summary of such law or conclusions.
6. The Pooling and Servicing Agreement conforms in all
material respects to the description thereof contained in the
Prospectus and is not required to be qualified under the Trust
Indenture Act of 1939, as amended, and the Trust is not required
to be registered under the Investment Company Act of 1940, as
amended.
7. Neither the Depositor nor the Trust is an "investment
company" or under the "control" of an "investment company" as
such terms are defined in the 1940 Act.
8. Assuming that (a) the Trustee causes each of the
Upper-Tier REMIC and the Lower-Tier REMIC (other than the
Non-REMIC Accounts, as defined in the Prospectus Supplement), as
the Trustee has covenanted to do in the Pooling and Servicing
Agreement, to be treated as a "real estate mortgage investment
conduit" (the "REMIC"), as such term is defined in the Internal
Revenue Code of 1986, as amended (the "Code") and (b) the
parties to the Pooling and Servicing Agreement comply with the
terms thereof, the Offered Certificates will be treated as
"regular interests" in the Upper-Tier REMIC and the Class R
Certificates will constitute the sole class of "residual
interest" in the Upper-Tier REMIC. The Trust is not subject to
tax upon its income or assets by any taxing authority of the
State of New York.
9. To the best of such counsel's knowledge, there are no
actions, proceedings or investigations pending that would
adversely affect the status of either the Upper-Tier REMIC or
the Lower-Tier REMIC (other than the Non-REMIC Accounts) as a
REMIC.
10. As a consequence of the qualification of each of the
Upper-Tier REMIC and the Lower-Tier REMIC (other than the
Non-REMIC Accounts) as a
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REMIC, the Offered Certificates will be treated as "regular. . .
interest(s) in a REMIC" under Section 7701(a)(19)(C) of the Code
and "real estate assets" under Section 856(c) of the Code in the
same proportion that the assets in the Trust consist of
qualifying assets under such Sections. In addition, as a
consequence of the qualification of each of the Upper-Tier REMIC
and the Lower-Tier REMIC (other than the Non-REMIC Accounts) as
a REMIC, interest on the Offered Certificates will be treated as
"interest on obligations secured by mortgages on real property"
under Section 856(c) of the Code to the extent that such Offered
Certificates are treated as "real estate assets" under Section
856(c) of the Code.
11. The Offered Certificates will, when issued, conform
to the descriptions thereof contained in the Prospectus.
12. The Offered Certificates, when duly and validly
executed, authenticated and delivered in accordance with the
Pooling and Servicing Agreement and delivered to the
Underwriters and paid for in accordance with the Underwriting
Agreement, will be entitled to the benefits of the Pooling and
Servicing Agreement.
Such counsel shall also have furnished to the Underwriters a written
statement, addressed to the Underwriters and dated the closing Date, in
form and substance satisfactory to the Underwriters to the effect that
no facts have come to the attention of such counsel which lead them to
believe that: (a) the Registration Statement, at the time such
Registration Statement became effective, contained an untrue statement
of a material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein not
misleading (except as to financial or statistical data contained in the
Registration Statement); (b) the Prospectus, as of its date and as of
the Closing Date, contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact required to
be stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading; or (c) any document incorporated by reference in the
Prospectus or any further amendment or supplement to any such
incorporated document made by the Depositor prior to the Closing Date
contained, as of the time it became effective or was filed with the
Commission, as the case may be, an untrue statement of a material fact
or omitted to state a material fact required to be stated therein or
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
E. The Underwriters shall have received the favorable opinion,
dated the Closing Date, of Xxxxx & Xxxxxx, special counsel to the
Depositor, addressed to the Depositor and satisfactory to Fitch,
Moody's, Standard & Poor's and the Underwriters, with respect
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to certain matters relating to the transfer of the Initial Home Equity
Loans to the Depositor and from the Depositor to the Trust, and such
counsel shall have consented to the reliance on such opinion by Fitch,
Moody's, Standard & Poor's and the Underwriters as though such opinion
had been addressed to each such party.
X. Xxxxxxxx X. Xxxxxx, P.A., special counsel to IMC, in IMC's
capacity as both Seller and Servicer under the Pooling and Servicing
Agreement, and/or Xxxxx & Xxxxxx shall have furnished to the
Underwriters their written opinion or opinions, addressed to the
Underwriters and the Depositor and dated the Closing Date, in form and
substance satisfactory to the Underwriters, to the effect that:
1. IMC has been duly organized and is validly existing
as a corporation in good standing under the laws of the State of
Florida and has duly authorized all actions contemplated hereby.
2. IMC has full power and authority to serve in the
capacity of seller and servicer of the Home Equity Loans as
contemplated in the Pooling and Servicing Agreement and to
transfer the Home Equity Loans to the Depositor as contemplated
in the Pooling and Servicing Agreement.
3. This Agreement and the Pooling and Servicing
Agreement have been duly authorized, executed and delivered by
IMC and, assuming the due authorization, execution and delivery
of such agreements by the other parties thereto, constitute the
legal, valid and binding agreements of IMC, enforceable against
IMC in accordance with their terms, subject as to enforceability
to (x) bankruptcy, insolvency, reorganization, moratorium,
receivership or other similar laws now or hereafter in effect
relating to creditors' rights generally and (y) the
qualification that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to
equitable defenses and to the discretion, with respect to such
remedies, of the court before which any proceedings with respect
thereto may be brought.
4. No consent, approval, authorization, order,
registration or qualification of or with any court or
governmental agency or body having jurisdiction over IMC is
required for the consummation by the Servicer of the
transactions contemplated by the Pooling and Servicing
Agreement, except such consents, approvals, authorizations,
registrations and qualifications as have been obtained.
5. Neither the transfer of the Initial Home Equity Loans
by IMC to the Depositor, nor the execution, delivery or
performance by IMC of the Pooling and Servicing Agreement and
the transactions contemplated thereby (A) conflict with or
result in a breach of, or constitute a default under, (i) any
term or
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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 Certificates.
6. The execution of the Pooling and Servicing Agreement
is sufficient to convey all of IMC's right, title and interest
in the Initial Home Equity Loans to the Depositor and following
the consummation of the transaction contemplated by Section 3.05
of the Pooling and Servicing Agreement, the transfer of the
Initial Home Equity Loans by IMC to the Depositor is a sale
thereof.
7. Each Subsequent Transfer Agreement at the time of its
execution and delivery will be sufficient to convey all of IMC's
right, title and interest in the Subsequent Home Equity Loans to
the Depositor and following the consummation of the transaction
contemplated by each Subsequent Transfer Agreement, the transfer
of the Subsequent Home Equity Loans by IMC to the Depositor will
be a sale thereof.
8. There are, to the best of such counsel's knowledge
without independent investigation, no actions, proceedings or
investigations pending with respect to which IMC has received
service of process or threatened against IMC before any court,
administrative agency or other tribunal (a) asserting the
validity of the Pooling and Servicing Agreement, the
Underwriting Agreement or the Certificates, (b) seeking to
prevent the consummation of any of the transactions contemplated
by the Pooling and Servicing Agreement or (c) which would
materially and adversely affect the performance by IMC of its
obligations under, or the validity or enforceability of, the
Pooling and Servicing Agreement or the Underwriting Agreement.
Such opinion may rely on the opinion of Florida counsel
as to matters governed by Florida law to the extent such Florida
opinion is satisfactory, in form and substance, to the
Underwriters.
X. Xxxxx & Xxxxxx, special counsel for the Depositor, shall have
furnished to the Underwriters their written opinion, addressed to the
Underwriters and dated the Closing Date,
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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 this
Agreement and the Pooling and Servicing Agreement and to cause
the Certificates to be issued.
2. The Depositor has the requisite power and authority
and legal right to own the Class R Certificates.
3. The Depositor is not in violation of its certificate
of incorporation or by-laws or in default in the performance or
observance of any material obligation, agreement, covenant or
condition contained in any contract, indenture, mortgage, loan
agreement, note, lease or other instrument to which the
Depositor is a party or by which it or its properties may be
bound, which default might result in any material adverse
changes in the financial condition, earnings, affairs or
business of the Depositor or which might materially and
adversely affect the properties or assets, taken as a whole, of
the Depositor.
4. This Agreement, the Pooling and Servicing Agreement
and the Purchase Agreement relating to the purchase of the Class
R Certificates (the "Purchase Agreement") have been duly
authorized, and when duly executed and delivered by the
Depositor and, assuming the due authorization, execution and
delivery of such agreements by the other parties thereto, such
agreements constitute valid and binding obligations, enforceable
against the Depositor in accordance with their respective terms,
subject as to enforceability to (x) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights generally, (y)
general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law) and (z) with
respect to rights of indemnity under this Agreement, limitations
of public policy under applicable securities laws.
5. The execution, delivery and performance of this
Agreement, the Pooling and Servicing Agreement and each
Subsequent Transfer Agreement by the Depositor, the consummation
of the transactions contemplated hereby and thereby, and the
issuance and delivery of the Certificates do not and will not
conflict with or result in a breach or violation of any of the
terms or provisions of, or constitute a default under, any
indenture, mortgage, deed of trust, loan
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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 direction by the Depositor to the Trustee to
execute, issue, authenticate and deliver the Certificates has
been duly authorized by the Depositor and, assuming that the
Trustee has been duly authorized to do so, when executed,
authenticated and delivered by the Trustee in accordance with
the Pooling and Servicing Agreement, the Certificates will be
validly issued and outstanding and will be entitled to the
benefits of the Pooling and Servicing Agreement.
7. No consent, approval, authorization, order,
registration or qualification of or with any court or
governmental agency or body of the United States is required for
the issuance of the Certificates, and the sale of the Offered
Certificates to the Underwriters, or the consummation by the
Depositor of the other transactions contemplated by this
Agreement and the Pooling and Servicing Agreement, except such
consents, approvals, authorizations, registrations or
qualifications as may be required State securities or Blue Sky
laws in connection with the purchase and distribution of the
Offered Certificates by the Underwriters or as have been
previously obtained.
8. There are not, to the best of such counsel's
knowledge, after reasonable independent investigation, any
actions, proceedings or investigations pending with respect to
which the Depositor has received service of process before or,
threatened by any court, administrative agency or other tribunal
to which the Depositor is a party or of which any of its
properties is the subject: (a) which if determined adversely to
the Depositor would have a material adverse effect on the
business, results of operations or financial condition of the
Depositor; (b) asserting the invalidity of the Pooling and
Servicing Agreement, this Agreement or the Certificates; (c)
seeking to prevent the issuance of the Certificates or the
consummation by the Depositor of any of the transactions
contemplated by the Pooling and Servicing Agreement or this
Agreement, as the case may be; or (d) which might materially and
adversely affect the performance by the Depositor of its
obligations under, or the validity or enforceability of, the
Pooling and
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Servicing Agreement, this Agreement or the Certificates.
H. The Underwriters shall have received the favorable
opinion of counsel to the Trustee, dated the Closing Date,
addressed to the Underwriters and in form and scope satisfactory
to counsel to the Underwriters, to the effect that:
1. The Trustee is a banking corporation duly
incorporated and validly existing under the laws of the
State of New York.
2. The Trustee has the full corporate trust
power to execute, deliver and perform its obligations
under the Pooling and Servicing Agreement.
3. The execution and delivery by the Trustee of
the Pooling and Servicing Agreement and the performance
by the Trustee of its obligations under the Pooling and
Servicing Agreement have been duly authorized by all
necessary corporate action of the Trustee.
4. The Pooling and Servicing Agreement is a
valid and legally binding obligation of the Trustee
enforceable against the Trustee.
5. The execution and delivery by the Trustee of
the Pooling and Servicing Agreement does not (a) violate
the Organization Certificate of the Trustee or the
Bylaws of the Trustee, (b) to such counsel's knowledge,
violate any judgment, decree or order of any New York or
United States federal court or other New York or United
States federal governmental authority by which the
Trustee is bound or (c) assuming the non-existence of
any judgment, decree or order of any court or other
governmental authority that would be violated by such
execution and delivery, violate any New York or United
States federal statute, rule or regulation or require
any consent, approval or authorization of any New York
or United States federal court or other New York or
United States federal governmental authority.
6. The Certificates have been duly
authenticated, executed and delivered by the Trustee.
7. If the Trustee were acting as Servicer under
the Pooling and Servicing Agreement as of the date of
such opinion, the Trustee would have the full corporate
trust power to perform the obligations of the Servicer
under the Pooling and Servicing Agreement; and
8. To the best of such counsel's knowledge,
there are no actions, proceedings or investigations
pending or threatened against or affecting the
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Trustee before or by any court, arbitrator, administrative
agency or other governmental authority which, if decided
adversely to the Trustee, would materially and adversely affect
the ability of the Trustee to carry out the transactions
contemplated in the Pooling and Servicing Agreement.
I. The Underwriters shall have received the favorable opinion or
opinions, dated the date of the Closing Date, of counsel for the
Underwriters, with respect to the issue and sale of the Offered
Certificates, the Registration Statement, this Agreement, the Prospectus
and such other related matters as the Underwriters may reasonably
require.
J. The Depositor and IMC shall each have furnished to the
Underwriters a certificate, dated the Closing Date and signed by the
Chairman of the Board, the President or a Vice President of the
Depositor and IMC, respectively, stating as it relates to each such
entity:
1. The representations and warranties made by such
entity in this Agreement and in the Pooling and Servicing
Agreement are true and correct as of the Closing Date; and such
entity has complied with all agreements contained herein which
are to have been complied with on or prior to the Closing Date.
2. The information contained in the Prospectus relating
to such entity and the Home Equity Loans is true and accurate in
all material respects and nothing has come to his or her
attention that would lead such officer to believe that the
Registration statement or the Prospectus includes any untrue
statement of a material fact or omits to state a material fact
necessary to make the statements therein not misleading.
3. There has been no amendment or other document filed
affecting the Certificate of Incorporation or bylaws of the
Depositor since November 10, 1994 or the formation documents of
IMC since June 19, 1990 and no such amendment has been
authorized. No event has occurred since September 15, 1997 which
has affected the good standing of the Depositor under the laws
of the State of Delaware or since September 18, 1997 which has
affected the good standing of IMC under the laws of the state of
Florida.
4. There has not occurred any material adverse change,
or any development involving a prospective material adverse
change, in the condition, financial or otherwise, or in the
earnings, business or operations of such entity from June 30,
1997.
In addition to the foregoing, the IMC certificate shall state
that the representations and
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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.
K. The Trustee shall have furnished to the Underwriters a
certificate of the Trustee, signed by one or more duly authorized
officers of the Trustee, dated the Closing Date, as to the due
authorization, execution and delivery of the Pooling and Servicing
Agreement by the Trustee and the acceptance by the Trustee of the trusts
created thereby and the due execution, authentication and delivery of
the Certificates by the Trustee thereunder and such other matters as the
Representative shall reasonably request.
L. Each Class of the Offered Certificates shall have been rated
in the respective rating categories and by the nationally recognized
statistical rating organizations described in the Prospectus Supplement
under "Ratings."
M. 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.
N. Prior to the Closing Date, counsel for the Underwriters shall
have been furnished with such documents and opinions as they may
reasonably require for the purpose of enabling them to pass upon the
issuance and sale of the Certificates as herein contemplated and related
proceedings or in order to evidence the accuracy and completeness of any
of the representations and warranties, or the fulfillment of any of the
conditions, herein contained, and all proceedings taken by the Depositor
in connection with the issuance and sale of the Certificates as herein
contemplated shall be satisfactory in form and substance to the
Underwriters and counsel for the Underwriters.
O. 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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judgment of the Underwriters, impractical or inadvisable to proceed with
the public offering or delivery of the Certificates on the terms and in
the manner contemplated in the Prospectus.
P. The Underwriters shall have received from Coopers & Xxxxxxx
L.L.P., certified public accountants, a letter dated the date of the
Prospectus Supplement and a letter dated the date hereof and
satisfactory in form and substance to the Underwriters and their
counsel, to the effect that they have performed certain specified
procedures, all of which have been agreed to by the Underwriters, as a
result of which they determined that certain information of an
accounting, financial or statistical nature set forth in the Prospectus
Supplement on the cover page thereof and under the captions "Summary of
Terms - The Home Equity Loans", "Risk Factors - Nature of the
Collateral; Junior Liens", "Risk Factors - Risk of Higher Default Rates
for Home Equity Loans with Balloon Payments", "The Seller and Servicer -
General", "The Seller and Servicer Delinquency, Loan Loss and
Foreclosure Information" and "The Home Equity Loan Pool - General,"
agrees with the records of the Depositor excluding any questions of
legal interpretation.
If any condition specified in this Section 6 shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated
by the Underwriters by notice to the Depositor at any time at or prior to the
Closing Date, and such termination shall be without liability of any party to
any other party except as provided in Section 7.
All opinions, letters, evidence and certificates mentioned above or
elsewhere in this Agreement shall be deemed to be in compliance with the
provisions hereof only if they are in form and substance reasonably satisfactory
to the Underwriters and their counsel.
SECTION 7 Payment of Expenses. The Depositor agrees to pay: (a) the
costs incident to the authorization, issuance, sale and delivery of the
Certificates and any taxes payable in connection therewith; (b) the costs
incident to the preparation, printing and filing under the Securities Act of the
Registration Statement and any amendments and exhibits thereto; (c) the costs of
distributing the Registration Statement as originally filed and each amendment
thereto and any post-effective amendments thereof (including, in each case,
exhibits), the Prospectus and any amendment or supplement to the Prospectus or
any document incorporated by reference therein, all as provided in this
Agreement; (d) the costs of reproducing and distributing this Agreement; (e) the
fees and expenses of qualifying the Certificates under the securities laws of
the several jurisdictions designated by the Underwriters as provided in Section
5(H) hereof and of preparing, printing and distributing a Blue Sky Memorandum
and a Legal Investment Survey (including related fees and expenses of counsel to
the Underwriters); (f) any fees charged by securities rating services for rating
the Offered Certificates; (g) the costs of the accountant's letters referred to
in Section 6(P) hereof; and (h) all other costs and expenses incident to the
performance of the obligations of the Depositor (including costs and expenses of
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your counsel); provided that, except as provided in this Section 7, the
Underwriters shall pay their own costs and expenses, including the costs and
expenses of their counsel, any transfer taxes on the Offered Certificates which
they may sell and the expenses of advertising any offering of the Offered
Certificates made by the Underwriters, and the Underwriters shall pay the cost
of any accountant's letters relating to any Computational Materials (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 & Xxxxx LLP, counsel for
the Underwriters.
SECTION 8 Indemnification and Contribution. A. The Depositor agrees to
indemnify and hold harmless each Underwriter and each person, if any, who
controls such Underwriter within the meaning of Section 15 of the Securities Act
from and against any and all loss, claim, damage or liability, joint or several,
or any action in respect thereof (including, but not limited to, any loss,
claim, damage, liability or action relating to purchases and sales of the
Offered Certificates), to which such Underwriter or any such controlling person
may become subject, under the Securities Act or otherwise, insofar as such loss,
claim, damage, liability or action arises out of, or is based upon, (i) any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement, or any amendment thereof or supplement thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, (iii)
any untrue statement or alleged untrue statement of a material fact contained in
the Prospectus, or any amendment thereof or supplement thereto, or (iv) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading and shall reimburse
such Underwriter and each such controlling person promptly upon demand for any
legal or other expenses reasonably incurred by such Underwriter or such
controlling person in connection with investigating or defending or preparing to
defend against any such loss, claim, damage, liability or action as such
expenses are incurred; provided, however, that the Depositor shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or
action arises out of, or is based upon, any untrue statement or alleged untrue
statement or omission or alleged omission made in the Prospectus, or any
amendment thereof or supplement thereto, or the Registration Statement, or any
amendment thereof or supplement thereto, in reliance upon and in conformity with
written information furnished to the Depositor by or on behalf of such
Underwriter specifically for inclusion therein. The foregoing indemnity
agreement is in addition to any liability which the Depositor may otherwise have
to any Underwriter or any controlling person of any of such Underwriter. The
only information furnished by the Underwriters or on behalf of the Underwriters
for use in connection with the preparation of the Registration Statement or the
Prospectus is described in Section 8(I) hereof.
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B. Each Underwriter severally agrees to indemnify and hold harmless the
Depositor, each of its directors, each of its officers who signed the
Registration Statement, and each person, if any, who controls the Depositor
within the meaning of Section 15 of the Securities Act against any and all loss,
claim, damage or liability, or any action in respect thereof, to which the
Depositor or any such director, officer or controlling person may become
subject, under the Securities Act or otherwise, insofar as such loss, claim,
damage, liability or action arises out of, or is based upon, (i) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, or any amendment thereof or supplement thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, (iii)
any untrue statement or alleged untrue statement of a material fact contained in
the Prospectus, or any amendment thereof or supplement thereto, or (iv) the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, but in each case only
to the extent that the untrue statement or alleged untrue statement or omission
or alleged omission was made in reliance upon and in conformity with written
information furnished to the Depositor by or on behalf of such Underwriter
specifically for inclusion therein, and shall reimburse the Depositor and any
such director, officer or controlling person for any legal or other expenses
reasonably incurred by the Depositor or any director, officer or controlling
person in connection with investigating or defending or preparing to defend
against any such loss, claim, damage, liability or action as such expenses are
incurred. The foregoing indemnity agreement is in addition to any liability
which any Underwriter may otherwise have to the Depositor or any such director,
officer or controlling person. The only information furnished by the
Underwriters or on behalf of the Underwriters for use in connection with the
preparation of the Registration Statement or the Prospectus is described in
Section 8(I) hereof.
C. Promptly after receipt by any indemnified party under this Section 8
of notice of any claim or the commencement of any action, such indemnified party
shall, if a claim in respect thereof is to be made against any indemnifying
party under this Section 8, notify the indemnifying party in writing of the
claim or the commencement of that action; provided, however, that the failure to
notify an indemnifying party shall not relieve it from any liability which it
may have under this Section 8 except to the extent it has been materially
prejudiced by such failure and, provided further, that the failure to notify any
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under this Section 8.
If any such claim or action shall be brought against an indemnified
party, and it shall notify the indemnifying party thereof, the indemnifying
party shall be entitled to participate therein and, to the extent that it
wishes, jointly with any other similarly notified indemnifying party, to assume
the defense thereof with counsel reasonably satisfactory to the indemnified
party. After notice from the indemnifying party to the indemnified party of its
election to assume the defense of such claim or action, except to the extent
provided in the next following
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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 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.
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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, 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 Offered Certificates or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law or if
the indemnified party failed to give the notice required under Section 8(C), in
such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of the Depositor on
the one hand and the related Underwriter on the other with respect to the
statements or omissions which resulted in such loss, claim, damage or liability,
or action in respect thereof, as well as any other relevant equitable
considerations.
The relative benefits of the Depositor and an Underwriter shall be
deemed to be in such proportion as the total net proceeds from the offering
(before deducting expenses) received by the Depositor bear to the total
underwriting discounts and commissions as set forth on the cover page of the
Prospectus Supplement received by such Underwriter.
The relative fault of an Underwriter and the Depositor shall be
determined by reference
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to whether the untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact relates to information supplied by
the Depositor or by such Underwriter, the intent of the parties and their
relative knowledge, access to information and opportunity to correct or prevent
such statement or omission and other equitable considerations.
The Depositor and the Underwriters agree that it would not be just and
equitable if contributions pursuant to this Section 8(F) were to be determined
by pro rata allocation (even if the Underwriters were treated as one entity for
such purposes) or by any other method of allocation which does not take into
account the equitable considerations referred to herein. The amount paid or
payable by an indemnified party as a result of the loss, claim, damage or
liability, or action in respect thereof, referred to above in this Section 8(F)
shall be deemed to include, for purposes of this Section 8(F), any legal or
other expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.
For purposes of this Section 8, in no case shall any Underwriter be
responsible for any amount in excess of the amount of the underwriting discounts
and commissions received by such Underwriter in connection with its purchase of
the Offered Certificates. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
G. For purposes of this Section 8, as to each Underwriter the term
"Computational Materials" 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.
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
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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 Offered Certificates to the Underwriters.
SECTION 10 Default by One or More of the Underwriters. If one or more of
the Underwriters participating in the public offering of the Offered
Certificates shall fail at the Closing Date to purchase the Offered Certificates
which it is (or they are) obligated to purchase hereunder (the "Defaulted
Certificates"), then the non-defaulting Underwriters shall have the right,
within 24 hours thereafter, to make arrangements for one or more of the
non-defaulting Underwriters, or any other underwriters, to purchase all, but not
less than all, of the Defaulted Certificates in such amounts as may be agreed
upon and upon the terms herein set forth. If, however, the Underwriters have not
completed such arrangements within such 24-hour period, then:
(i) if the aggregate principal amount of Defaulted Certificates
does not exceed 10% of the aggregate principal amount of the Offered
Certificates to be purchased pursuant to this Agreement, the
non-defaulting Underwriters named in this Agreement shall be obligated
to purchase the full amount thereof in the proportions that their
respective underwriting obligations hereunder bear to the underwriting
obligations of all such non-defaulting Underwriters, or
(ii) if the aggregate principal amount of Defaulted Certificates
exceeds 10% of the aggregate principal amount of the Offered
Certificates to be purchased pursuant to this Agreement, this Agreement
shall terminate, without any liability on the part of any non-defaulting
Underwriters.
No action taken pursuant to this Section 10 shall relieve any defaulting
Underwriter from the liability with respect to any default of such Underwriter
under this Agreement.
In the event of a default by any Underwriter as set forth in this
Section 10, each of the Underwriters and the Depositor shall have the right to
postpone the Closing Date for a period not exceeding five Business Days in order
that any required changes in the Registration Statement or Prospectus or in any
other documents or arrangements may be effected.
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SECTION 11 Termination of Agreement. The Underwriters may terminate this
Agreement immediately upon notice to the Depositor, at any time at or prior to
the Closing Date if any of the events or conditions described in Section 6(P) of
this Agreement shall occur and be continuing. In the event of any such
termination, the provisions of Section 7, the indemnity agreement set forth in
Section 8, and the provisions of Sections 9 and 15 shall remain in effect.
SECTION 12 Obligations of IMC. IMC agrees with the Underwriters, for the
sole and exclusive benefit of each such Underwriter and each person controlling
such Underwriter within the meaning of the Securities Act and not for the
benefit of any assignee thereof or any other person or persons dealing with such
Underwriter, in consideration of and as an inducement to their agreement to
purchase the Offered Certificates from the Depositor, to indemnify and hold
harmless each Underwriter against any failure by the Depositor to perform its
obligations to the Underwriters hereunder, including, without limitation, any
failure by the Depositor to honor any obligation to any Underwriter pursuant to
Section 8 hereof.
SECTION 13 Notices. All statements, requests, notices and agreements
hereunder shall be in writing, and:
A. if to the Underwriters, shall be delivered or sent by mail,
telex or facsimile transmission to Bear, Xxxxxxx & Co. Inc., 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 Attention: Asset Backed Securities
Group (Fax: 000-000-0000); and
B. if to the Depositor, shall be delivered or sent by mail,
telex or facsimile transmission to care of IMC Securities, Inc., 0000
Xxxx Xxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000-0000 Attention: Xxxxxx
Xxxxxxxxx (Fax: (000) 000-0000).
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
-29-
on behalf of them, respectively, pursuant to the shall survive the delivery of
and payment for the Certificates and shall remain in full force and effect,
regardless of any investigation made by or on behalf of any of them or any
person controlling any of them.
SECTION 16 Definition of the Term "Business Day". For purposes of this
Agreement, "Business Day" means any day on which the New York Stock Exchange,
Inc. is open for trading.
SECTION 17 Governing Law; Submission to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the State of
New York without giving effect to the conflict of law rules thereof.
The parties hereto hereby submit to the jurisdiction of the United
States District Court for the Southern District of New York and any court in the
State of New York located in the city and County of New York, and appellate
court from any thereof, in any action, suit or proceeding brought against it or
in connection with this Agreement or any of the related documents or the
transactions contemplated hereunder or for recognition or enforcement of any
judgment, and the parties hereto hereby agree that all claims in respect of any
such action or proceeding may be heard or determined in New York State court or,
to the extent permitted by law, in such federal court.
SECTION 18 Counterparts. This Agreement may be executed in counterparts
and, if executed in more than one counterpart, the executed counterparts shall
each be deemed to be an original but all such counterparts shall together
constitute one and the same instrument.
SECTION 19 Headings. The headings herein are inserted for convenience of
reference only and are not intended to be part of, or to affect the meaning or
interpretation of, this Agreement.
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If the foregoing correctly sets forth the agreement between the
Depositor and the Underwriters, please indicate your acceptance in the space
provided for the purpose below.
Very truly yours,
IMC SECURITIES, INC.
By: /s/ Xxxxxx Xxxxxxxx
-----------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
IMC MORTGAGE COMPANY
By: /s/ Xxxxxx Xxxxxxxx
-----------------------
Name: Xxxxxx Xxxxxxxx
Title: Vice President
CONFIRMED AND ACCEPTED, as
of the date first above written:
BEAR, XXXXXXX & CO. INC.
Acting on its own behalf and as
Representative of the several Underwriters
By: /s/ Xxxxxxx Xxxxxxx
---------------------------
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
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SCHEDULE A
Class A-1 Certificates
Underwriters Principal Amount
------------ ----------------
Bear, Xxxxxxx & Co. Inc. $100,281,000
PaineWebber Incorporated 100,281,000
Deutsche Xxxxxx Xxxxxxxx Inc. 66,854,000
X. X. Xxxxxx Securities Inc. 66,854,000
------------
Total $334,270,000
Class A-2 Certificates
Underwriters Principal Amount
------------ ----------------
Bear, Xxxxxxx & Co. Inc. $41,183,000
PaineWebber Incorporated 41,283,000
Deutsche Xxxxxx Xxxxxxxx Inc. 27,522,000
X. X. Xxxxxx Securities Inc. 27,522,000
-----------
Total $137,610,000
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Class A-3 Certificates
Underwriters Principal Amount
------------ ----------------
Bear ,Xxxxxxx & Co. Inc. $ 45,351,000
PaineWebber Incorporated 45,351,000
Deutsche Xxxxxx Xxxxxxxx Inc. 30,234,000
X. X. Xxxxxx Securities Inc. 30,234,000
------------
Total $151,170,000
Class A-4 Certificates
Underwriters Principal Amount
------------ ----------------
Bear, Xxxxxxx & Co. Inc. $30,492,000
PaineWebber Incorporated 30,492,000
Deutsche Xxxxxx Xxxxxxxx Inc. 20,328,000
X. X. Xxxxxx Securities Inc. 20,328,000
------------
Total $101,640,000
Class A-5 Certificates
Underwriters Principal Amount
------------ ----------------
Bear ,Xxxxxxx & Co. Inc. $21,093,000
PaineWebber Incorporated 21,093,000
Deutsche Xxxxxx Xxxxxxxx Inc. 14,062,000
X. X. Xxxxxx Securities Inc. 14,062,000
-----------
Total $70,310,000
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Class A-6 Certificates
Underwriters Principal Amount
------------ ----------------
Bear, Xxxxxxx & Co. Inc. $21,000,000
PaineWebber Incorporated 21,000,000
Deutsche Xxxxxx Xxxxxxxx Inc. 14,000,000
X. X. Xxxxxx Securities Inc. 14,000,000
-----------
Total $70,000,000
Class A-7I0 Certificates
Underwriters Principal Amount
------------ ----------------
Bear, Xxxxxxx & Co. Inc. 100.00%
Total 100.00%
Class M-1 Certificates
Underwriters Principal Amount
------------ ----------------
Bear, Xxxxxxx & Co. Inc. $14,250,000
PaineWebber Incorporated 14,250,000
Deutsche Xxxxxx Xxxxxxxx Inc. 9,500,000
X. X. Xxxxxx Securities Inc. 9,500,000
-----------
Total $47,500,000
Class M-2 Certificates
Underwriters Principal Amount
------------ ----------------
Bear, Xxxxxxx & Co. Inc. $13,500,000
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PaineWebber Incorporated 13,500,000
Deutsche Xxxxxx Xxxxxxxx Inc. 9,000,000
X. X. Xxxxxx Securities Inc. 9,000,000
-----------
Total $45,000,000
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Class B Certificates
Underwriters Principal Amount
------------ ----------------
Bear, Xxxxxxx & Co. Inc. $12,750,000
PaineWebber Incorporated 12,750,000
Deutsche Xxxxxx Xxxxxxxx Inc. 8,500,000
X. X. Xxxxxx Securities Inc. 8,500,000
-----------
Total $42,500,000
Selling Reallowance
Class Concession Discount
----- ---------- --------
A-1 0.0750% 0.050%
A-2 0.1000% 0.070%
A-3 0.1250% 0.085%
A-4 0.1500% 0.100%
A-5 0.2000% 0.150%
A-6 0.1750% 0.125%
A-7I0 0.0500% 0.035%
M-1 0.2500% 0.175%
M-2 0.3750% 0.275%
B 0.5000% 0.350%
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