SUBSEQUENT TRANSFER AGREEMENT
IMC Securities, Inc. (the "Depositor"), Industry Mortgage Company, L.P.
(the "Seller"), and IMC Home Equity Loan Trust 1996-3 (the "Purchaser") pursuant
to the Pooling and Servicing Agreement dated as of July 1, 1996 among the
Depositor, the Seller, as Seller and Servicer and The Chase Manhattan Bank, as
Trustee (the "Pooling and Servicing Agreement"), hereby confirm their
understanding with respect to the sale by the Seller and the purchase by the
Depositor and the sale by the Depositor and the purchase by the Purchaser of
those Home Equity Loans (the "Subsequent Home Equity Loans") listed on the
attached Schedule of Home Equity Loans.
Conveyance of Subsequent Home Equity Loans. As of July 30, 1996 (the
"Subsequent Transfer Date"), the Seller does hereby irrevocably transfer,
assign, setover and otherwise convey to the Depositor and the Depositor does
hereby irrevocably transfer, assign, set over and otherwise convey to the
Purchaser, without recourse (except as otherwise explicitly provided for herein)
all right, title and interest in and to any and all benefits accruing from the
Subsequent Home Equity Loans (other than any principal received and interest
payments due thereon on or prior to July 1, 1996 whether or not received) (such
date, the "Subsequent Cut-Off Date") which are delivered to the Custodian on
behalf of the Trustee herewith (and all substitutions therefor as provided by
Sections 3.03, 3.04 and 3.06 of the Pooling and Servicing Agreement), together
with the related Subsequent Home Equity Loan documents and the interest in any
Property which secured a Subsequent Home Equity Loan but which has been acquired
by foreclosure or deed in lieu of foreclosure, and all payments thereon and
proceeds of the conversion, voluntary or involuntary, of the foregoing; and
proceeds of all the foregoing (including, but not by way of limitation, all
proceeds of any mortgage insurance, hazard insurance and title insurance policy
relating to the Subsequent Home Equity Loans, cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
rights to payment of any and every kind, and other forms of obligations and
receivables which at any time constitute all or part of or are included in the
proceeds of any of the foregoing). The Seller shall deliver the original
Mortgage or mortgage assignment with evidence of recording thereon (except as
otherwise provided by the Pooling and Servicing Agreement) and other required
documentation in accordance with the terms set forth in Sections 3.05 and 3.07
of the Pooling and Servicing Agreement.
The costs relating to the delivery of the documents specified in this
Subsequent Transfer Agreement and the Pooling and Servicing Agreement shall be
borne by the Seller.
The Seller hereby affirms the representations and warranties set forth in
the Pooling and Servicing Agreement that relate to the Seller and the Subsequent
Home Equity Loans as of the date hereof. The Seller hereby delivers notice and
confirms that each of the conditions set forth in Section 3.07(b) and 3.07(c) to
the Pooling and Servicing Agreement are satisfied as of the date hereof.
Pursuant to Section 3.07(a) of the Pooling and Servicing Agreement, the
Seller hereby instructs the Trustee to release one-hundred percent of the
aggregate principal balances of the Subsequent Home Equity Loans so transferred
from the Pre-Funding Account, $64,470.28 pursuant to this Subsequent Transfer
All terms and conditions of the Pooling and Servicing Agreement are hereby
ratified, confirmed and incorporated herein, provided that in the event of any
conflict the provisions of this Subsequent Transfer Agreement shall control over
the conflicting provisions of the Pooling and Servicing Agreement.
Terms capitalized herein and not defined herein shall have their respective
meanings as set forth in the Pooling and Servicing Agreement.
IMC SECURITIES, INC.
INDUSTRY MORTGAGE COMPANY, L.P.
By: Industry Mortgage Corporation, its
IMC HOME EQUITY LOAN TRUST 1996-3,
by The Chase Manhattan Bank, as Trustee
Dated: July 30, 1996