Exhibit 10.87
DELINQUENCY AND SERVICING ADVANCE PURCHASE AGREEMENT
THIS AGREEMENT entered into as of the 15th day of November, 1999,
("Purchase Date"), by and between IMC Mortgage Company, a Florida corporation,
with its principal place of business at 0000 Xxxx Xxxxxx Xxxxxx, Xxxxx, Xxxxxxx
00000 (hereinafter called "Seller"), and CitiFinancial Mortgage Company, with
its principal place of business at 000 Xx. Xxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx,00000
(hereinafter called "Purchaser").
WHEREAS, Seller desires to sell and Purchaser desires to purchase
certain servicing advances and delinquency advances related to certain Mortgage
Loans, the servicing rights to which were sold and purchased under an Asset
Purchase Agreement entered into by the parties as of July 13, 1999 ("Asset
Purchase Agreement").
NOW, THEREFORE, in consideration of the premises and the mutual promises and
covenants contained herein, the parties hereby agree as follows:
(1) Certain Definitions. All terms defined in the Asset Purchase
Agreement when used in this Agreement have the meaning
assigned to them in the Asset Purchase Agreement unless
specifically set forth otherwise herein.
(2) Purchased Assets. Upon the terms and subject to the conditions
of this Agreement, at the Closing, the Seller shall sell,
convey, assign, transfer and deliver to the Purchaser all of
Seller's right, title, and interest in assets listed on the
books of the Seller and on Schedule 1 to this Agreement
representing the Seller's right to recover delinquency
advances ("Delinquency Advances") or servicing advances
("Servicing Advances"), as those or similar terms are used in
various Servicing Agreements related to the Mortgage Loans
which have been securitized in the transactions identified on
Schedule 2.01 (a) (i) of the Asset Purchase Agreement
(collectively the "Purchased Assets").
(3) Purchase Price. The Purchase Price ("Purchase Price") for the
Purchased Assets will be calculated as follows:
(a) For the Servicing Advances, the Purchaser
shall pay the Seller the amount set forth on
Schedule 1 hereto, which amount shall be
89.55% of the book value of the Servicing
Advances as listed on general ledger of the
Seller as of the Closing Date. Prior to
Closing, the Seller shall provide the
Purchaser a written estimate of this
component of the Purchase Price calculated
as of that date.
(b) For the Delinquency Advances, the Purchaser
shall pay to Seller the amount set forth on
Schedule 1 hereto, which amount shall be the
book value of the Delinquency Advances as
listed on the general ledger of the Seller
as of the Closing Date less
$3,000,000.00. Prior to Closing, the Seller
shall provide the Purchaser a written
estimate of this component of the Purchase
Price.
(c) Within 15 days from the Closing Date, the
parties shall agree upon any variance in the
written estimate of the Purchase Price and
the final Purchase Price as of Closing. In
the event of an overpayment, the Seller shall
pay the Purchaser the amount of overpayment.
In the event of an underpayment, the
Purchaser shall pay the Seller the amount of
underpayment.
(4) Representations and Warranties. All of the representations and
warranties of the Seller and the Purchaser contained in the
Asset Purchase Agreement are incorporated as if fully set
forth herein. In addition, the Seller represents and warrants
to the Purchaser that all of the information describing the
Delinquency Advances and the Servicing Advances listed on
Schedule 1 hereto is accurate and complete and is derived
according to Seller's customary and reasonable business
practices, that each Delinquency Advance or Servicing Advance
listed has actually been advanced, is genuine, has been
properly documented, and that the Purchaser has the right to
recover in full each listed Delinquency Advance or Servicing
Advance from the related Mortgagors under the Mortgage Loan
Documents or from liquidation proceeds on the related Mortgage
Loans, or from Custodial Accounts or the Investor, as such
terms or similar terms are used in the various Servicing
Agreements, or otherwise as set forth in the Servicing
Agreements, free and clear of all liens, and that such right
to recover is not subject to any known defenses of any
Mortgagor or any other person.
(5) Verification. For the purpose of verifying the Purchase Price
of the Servicing Advances and the Delinquency Advances as set
forth in Section (3) hereof and on Schedule 1, the Seller
shall, upon reasonable request by the Purchaser up to thirty
(30) calendar days after Closing Date, (i) provide the
Purchaser and its accountants, counsel and other authorized
representatives access, during normal business hours and under
reasonable circumstances, to any and all premises, properties,
Contracts, commitments, books, records and other information
of or relating to the Business and to the officers, employees
and agents of the Business and (ii) cause its officers to
furnish to the Purchaser and its authorized representatives
any financial, technical and operating data and other
information pertaining to the Business, as the Purchaser shall
from time to time reasonably request and which is either
normally available to the Seller in the ordinary and usual
course of business or which may be obtained or produced by the
Seller at a de minimis cost and effort to the Seller.
(6) Approvals, Third Party Consents. Prior to Closing, Seller
shall obtain all Approvals necessary from any person,
including but not limited to, Governmental Agencies, in order
to consumate the transaction contemplated by this Agreement.
The Seller shall also have obtained the release and
termination
of any agreement restricting the Seller's right to withdraw or
distribute funds from any and all Custodial Accounts,
including but not limited to, the letter agreement dated June
21, 1999 between Greenwich Street Investments II, L.L.C. and
National City Bank of Kentucky and any similar agreements with
other institutions.
(7) Termination. In the event the Asset Purchase Agreement
terminates for any reason, this Agreement shall automatically
terminate at the same time.
(8) Carry Over Provisions. Article XIV of the Asset Purchase
Agreement, and any existing or future amendments thereto, are
incorporated as if fully set forth herein.
(9) Contingency. In the event that the closing of the Asset
Purchase Agreement does not occur for any reason then this
Agreement shall be null and void.
(10) Remedies. In addition to the requirements set forth in Section
3.01(b) of the Asset Purchase Agreement and subject to the
terms and conditions of that Section 3.01(b), payment of the
Contingent Purchase Price is conditioned upon compliance by
the Seller with the terms and conditions of this Agreement.
IMC MORTGAGE COMPANY,
as Seller
By: /s/
----------------------------------
Name:
Title:
Date:
CITIFINANCIAL MORTGAGE COMPANY,
As Purchaser
By: /s/
----------------------------------
Name:
Title:
Date:
