NOTE PURCHASE AND AMENDMENT AGREEMENT NO. 2
Note Purchase and Amendment Agreement No. 2 (this
"Agreement"), dated as of June 18, 1999, among IMC MORTGAGE COMPANY, a Delaware
corporation (the "Borrower"), GREENWICH STREET CAPITAL PARTNERS, L.P., a
Delaware limited partnership ("GSCP"), GREENWICH FUND, L.P., a Delaware limited
partnership ("Greenwich Fund"), GSCP OFFSHORE FUND, L.P., a Cayman Islands
exempted limited partnership ("Offshore" and, together with GSCP and Greenwich
Fund, the "Lenders"), GREENWICH STREET EMPLOYEES FUND, L.P., a Delaware limited
partnership ("GSEF"), TRV EXECUTIVE FUND, L.P., a Delaware limited partnership
(together with GSEF, the "New GSCP Funds", and, collectively, with the Lenders,
the "GSCP Funds"), GSCP, as Collateral Agent (the "Collateral Agent"), and each
of the subsidiaries of the Borrower signatory hereto, amending each of (i) the
Borrower Security Agreement (the "Borrower Security Agreement"), dated as of
October 12, 1998, among the Borrower, the Lenders and the Collateral Agent; (ii)
the Subsidiary Security Agreement, dated as of October 12, 1998 (the "Subsidiary
Security Agreement"), among the undersigned subsidiaries of the Borrower party
thereto (the "Subsidiary Grantors"), the Lenders and the Collateral Agent; (iii)
the Guarantee Agreement, dated as of October 12, 1998 (the "Guarantee
Agreement"), among the undersigned subsidiaries of the Borrower party thereto
(the "Subsidiary Guarantors") and the Lenders; and (iv) the Pledge Agreement,
dated as of October 12, 1998 (the "Pledge Agreement", and, collectively with the
Borrower Security Agreement, the Subsidiary Security Agreement and the Guarantee
Agreement, as each such agreement has been heretofore amended by Amendment
Agreement No. 1, dated as of February 11, 1999 ("Amendment Agreement No. 1") and
Amendment No. 2, dated as of April 19, 1999 ("Amendment Agreement No. 2"),
Amendment Agreement No. 3, dated as of May 20, 1999 and the Note Purchase and
Amendment Agreement, dated as of May 18, 1999 (the "Note Purchase and Amendment
Agreement"), thereto, the "Subject Agreements"), among the Borrower, the Lenders
and the Collateral Agent.
RECITALS
A. The Borrower has entered into a Loan Agreement, dated as of
October 12, 1998 (the "Initial Loan Agreement"), among the Borrower and the
Lenders, pursuant to which the Lenders have agreed to extend to the Borrower
Commitments to loan, in the aggregate, $33,000,000, subject to the terms and
conditions set forth in the Initial Loan Agreement (the "Initial Loans").
B. In order to induce the Lenders to enter into the Initial
Loan Agreement and to extend the Initial Loans, the Borrower, the Subsidiary
Grantors and the Subsidiary Guarantors entered into each of the Subject
Agreements to which they are party.
C. The Lenders and the Borrower have also entered into (i)
Amendment No.1 (the "Amendment") to the Initial Loan Agreement, dated as of
February 11, 1999, providing for the Lenders to extend to the Borrower
additional commitments to loan in the aggregate an additional $5,000,000 (the
"Interim Loans"), and, together with the Subsidiary Guarantors, (ii) Amendment
Agreement No. 1, amending each of the Subject Agreements in connection with the
Amendment.
D. The Borrower, the Lenders, Greenwich Street Employees Fund,
L.P. ("GSEF"), and TRV Executive Fund, L.P. (together with GSEF, the "New GSCP
Funds", and, collectively with the Lenders, the "GSCP Funds") have entered into
an Acquisition Agreement, dated as of February 19, 1999 (the "Acquisition
Agreement"), pursuant to which the Borrower will issue and deliver to the GSCP
Funds common stock representing approximately 93.5% of the common stock of the
Borrower outstanding after such issuance and the New GSCP Funds have succeeded
by assignment to interests of the Lenders in the Initial Loans and the Interim
Loans.
E. At the Borrower's request, the GSCP Funds have made certain
additional loans to the Borrower to fund monthly servicing advances in respect
of its securitizations pursuant to Amendment Agreement No. 2, and certain
secured promissory notes, dated April 19, 1999, in the aggregate amount of
$14,959,676 and pursuant to the Note Purchase and Amendment Agreement in the
aggregate amount of $33,000,000, which the Borrower has repaid in the ordinary
course and in accordance with the terms of such agreements and promissory notes.
F. At the Borrower's request, the GSCP Funds are willing to
provide on the date hereof additional loans to the Borrower in the aggregate
amount of $36,000,000 (the "June Interim Loans"), which June Interim Loans are
to be evidenced by secured promissory notes of the Borrower in the form attached
hereto as Exhibit A (the "June Interim Notes") and are to be entitled to the
benefit of the guarantees and security provided under the Subject Documents.
G. Pursuant to the Borrower Security Agreement and the
Subsidiary Security Agreement, Borrower and the Subsidiary Grantors have granted
the Collateral Agent a continuing perfected security interest in, and a lien
upon, all of the Collateral (as defined therein), including all of the
Borrower's and such Subsidiary Grantors' rights to payment of money arising out
of, relating to, or created in connection with all Securitization Receivables,
any other interests of the Borrower or such Subsidiary Grantors in the
Securitization Transactions (with certain exceptions), all Servicing Fees,
Servicing Rights, Servicing Advances (as such capitalized terms are defined in
such agreements) and all cash from time to time deposited in any deposit account
of any of the Company or any Subsidiary Grantor with the Lenders in connection
with such agreements.
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H. All collections in respect of Securitization Transactions
are paid to National City Bank as the Designated Depository Institution (within
the meaning of the various Pooling and Servicing Agreements governing the
Securitization Transactions) (the "Securitization Bank") for deposit to various
principal and interest or other accounts (collectively "Securitization
Accounts") established at the Securitization Bank in respect of the
Securitization Transactions. The Borrower is authorized under Pooling and
Servicing Agreements with the Trustee for such Securitization Transactions to
withdraw funds from time to time from the Securitization Accounts in payment of
Servicing Fees and in repayment of Servicing Advances made by the Borrower as
servicer in respect of such Securitization Transactions.
I. On the date hereof, the Borrower is entering into a letter
agreement (together with any subsequent letter agreement from a Securitization
Bank pursuant to Section 2 below, a "Payment Blockage Letter") with the
Securitization Bank pursuant to which the Securitization Bank acknowledges the
GSCP Funds' perfected security interest in and lien upon the Collateral,
including the right to payment of money arising out of, relating to or created
in connection with all Securitization Transactions, including all Servicing
Fees, Servicing Rights and Servicing Advances, and agrees not to honor any
withdrawal or payment requests by Borrower or any Subsidiary Grantor from such
Securitization Accounts (other than payments to or for the benefit of the
beneficiaries of such Securitizations) without written confirmation from the
Collateral Agent.
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the Borrower, the Subsidiary Guarantors, the Subsidiary Grantors,
the Collateral Agent, and the GSCP Funds hereby agree as follows:
1. Repayment of June Interim Loans. So long as any amounts are
outstanding under the June Interim Notes, the Borrower (i) shall provide the
Collateral Agent with written notice each Business Day of amounts becoming
available in any Securitization Account to be withdrawn or received by the
Borrower or any Subsidiary Grantor in respect of any Securitization Transaction,
including in respect of any Servicing Advances, Servicing Fees and Servicing
Rights ("Available Funds"), (ii) shall cause such Available Funds immediately
upon becoming available for withdrawal, to be wire transferred to an account or
accounts of such bank or banks as may be specified by the Collateral Agent for
application to repayment of amounts owed by the Borrower to the GSCP Funds in
respect of the June interim loans, and (iii) shall, in the event any such
Available Funds are, notwithstanding the provisions of the foregoing clause
(ii), withdrawn or received by the Borrower or any Subsidiary Grantor, cause
such funds to be held by the Borrower or such Subsidiary Grantor, as the case
may be, in trust for the benefit of GSCP Funds, separate and apart from, and not
commingled with, its general funds and applied solely as provided in the
foregoing clause (ii).
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2. Notice of Change in Securitization Bank or Securitization
Accounts; Payment Blockage Letter, etc. The Borrower represents and warrants to
the GSCP Funds (i) that National City Bank serves as the Designated Depository
Institution (as defined in the various Pooling and Servicing Agreements with
respect to each Securitization Transaction) with respect to the Securitization
Accounts established by the Borrower pursuant to each Securitization
Transaction, (ii) that the accounts listed in Annex A hereto are the only
Securitization Accounts established in respect of the Securitization
Transactions and (iii) that no consent or approval is required to be obtained
from the Trustee or Certificate Insurer in respect of any Securitization
Transaction or any other person in connection with the entry into the Payment
Blockage Letter. The Borrower shall, prior to establishing any new
Securitization Account or designating any depository institution to serve as a
Securitization Bank at which any Securitization Account is to be established,
(i) notify the GSCP Funds of such proposed change and (ii) obtain a letter
agreement from the Securitization Bank or with respect to the new Securitization
Account pursuant to which the Securitization Bank acknowledges the GSCP Funds'
perfected security interest in and lien upon the Collateral, including the right
to payment of money arising out of, or relating to or created in connection
with, all Securitization Transactions, including all Servicing Fees, Servicing
Rights and Servicing Advances, and agrees not to honor any withdrawal or payment
requests by Borrower or any Subsidiary Grantor from such Securitization Account
(other than payments to specified permitted payees to or for the beneficiaries
of such Securitizations) without written confirmation from the Collateral Agent,
which letter agreement shall be satisfactory to the Collateral Agent in
substance and form. In the event it is determined that any consent is required
from the Trustee or Certificate Insurer or any other person in connection with
the entrance by the Securitization Bank into any Payment Blockage Letter, the
Borrower and each Subsidiary Grantor shall use its best efforts to obtain any
such required consent.
3. Commitment Fee. In connection with the June Interim Loans,
the Borrower shall pay to the GSCP Funds on the date of such borrowing a
commitment fee equal to $1,000,000 and hereby directs the GSCP Funds to apply
that portion of the borrowings to payment of the fee.
4. Amendment to Borrower Security Agreement. Section 1 of the
Borrower Security Agreement is hereby amended by deleting therefrom the defined
term "Secured Obligations" and replacing it in its entirety with the following:
"Secured Obligations" means (i) the full and prompt
payment of the Reimbursement Obligations, the principal of and premium
(including, without limitation, Take-Out Premium) and interest on the
Loans and the loans evidenced by the New Interim Notes, the May Interim
Notes and the June Interim Notes (including, without limitation,
interest accruing after the date of any filing by the Company of any
petition in bankruptcy or the commencement of any bankruptcy,
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insolvency or similar proceeding with respect to the Company), as and
when the same becomes due and payable in accordance with the terms of
the Loan Agreement, such New Interim Notes, May Interim Notes or June
Interim Notes, as the case may be, (ii) the payment of all other
indebtedness and other amounts payable by the Company under the
Reimbursement Agreement, the Loan Agreement, the Notes, the New Interim
Notes, the May Interim Notes, the June Interim Notes, this Agreement
(including, without limitation, amounts due under Sections 10, 13 and
15 of this Agreement), and the other Loan Documents (including, without
limitation, interest accruing after the date of any filing by the
Company of any petition in bankruptcy or the commencement of any
bankruptcy, insolvency or similar proceeding with respect to the
Company), (iii) the due and punctual performance by the Company of and
compliance by the Company with all its obligations under the
Reimbursement Agreement, the Loan Agreement, the Notes, the New Interim
Notes, the May Interim Notes, the June Interim Notes, this Agreement
and all other Loan Documents, and (iv) any renewals or extensions of
any of the foregoing.
5. Amendment to Subsidiary Security Agreement. Section 1 of
the Subsidiary Security Agreement is hereby amended by deleting therefrom the
defined term "Secured Obligations" and replacing it in its entirety with the
following:
"Secured Obligations" means (i) the full and prompt
payment of the Reimbursement Obligations, the principal of and premium
(including, without limitation, Take-Out Premium) and interest on the
Loans and the loans evidenced by the New Interim Notes, the May Interim
Notes and the June Interim Notes (including, without limitation,
interest accruing after the date of any filing by the Borrower or any
Grantor of any petition in bankruptcy or the commencement of any
bankruptcy, insolvency or similar proceeding with respect to the
Borrower or any Grantor), as and when the same becomes due and payable
in accordance with the terms of the Loan Agreement, such New Interim
Notes, May Interim Notes or June Interim Notes, as the case may be,
(ii) the payment of all other indebtedness and other amounts payable by
the Borrower, or the Grantors under the Reimbursement Agreement, the
Guarantee, the Loan Agreement, the Notes, the New Interim Notes, the
May Interim Notes, the June Interim Notes, this Agreement (including,
without limitation, amounts due under Sections 10, 13 and 15 of this
Agreement), and the other Loan Documents (including, without
limitation, interest accruing after the date of any filing by the
Borrower or any Grantor of any petition in bankruptcy or the
commencement of any bankruptcy, insolvency or similar proceeding with
respect to the Borrower or any Grantor), (iii) the due and punctual
performance by the Borrower and the Grantors of and compliance by such
Persons with all their respective obligations under the Reimbursement
Agreement, the Guarantee, Loan Agreement, the Notes, the New
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Interim Notes, the May Interim Notes, the June Interim Notes, this
Agreement and all other Loan Documents, and (iv) any renewals or
extensions of any of the foregoing.
6. Amendment to Pledge Agreement. The Pledge Agreement is
hereby amended by deleting Section 1 therefrom and replacing it in its entirety
with the following:
Section 1. Security for Obligations. This Agreement
is entered into to secure (a) the payment of the Reimbursement
Obligations, the principal of and premium and interest on the Loans and
the loans evidenced by the New Interim Notes, the May Interim Notes and
the June Interim Notes (including, without limitation, interest
accruing after the date of any filing by Pledgor of any petition in
bankruptcy or the commencement of any bankruptcy, insolvency or similar
proceeding with respect to Pledgor) as and when the same becomes due
and payable in accordance with the terms of the Loan Agreement, the New
Interim Notes, the May Interim Notes or the June Interim Notes, as the
case may be, whether at maturity or by prepayment, acceleration,
declaration of default or otherwise, (b) the payment of all other
indebtedness and other amounts payable by the Pledgor under the
Reimbursement Agreement, the Loan Agreement, the Notes, the New Interim
Notes, the May Interim Notes, the June Interim Notes, this Agreement
and the other Loan Documents, (c) the due and punctual performance by
Pledgor of and compliance by the Pledgor with all its obligations under
the Reimbursement Agreement, the Loan Agreement, the Notes, the New
Interim Notes, the May Interim Notes, the June Interim Notes, this
Agreement and all other Loan Documents, and (d) all extensions and
renewals of any of the foregoing (all of the payment and performance
obligations referred to in this Section 1 being referred to
collectively as the "Secured Obligations").
7. Amendment to Security Agreements. Each of the Borrower
Security Agreement, the Subsidiary Security Agreement and the Pledge Agreement
are hereby amended by inserting in Section 1 thereof the following definitions:
"June Interim Notes" mean the separate secured promissory
notes, dated as of June 18, 1999, between IMC Mortgage Company and each
of the GSCP Funds.
"Loan Documents" means (i) the Loan Agreement, (ii) the
Guarantee Agreement, (iii) the Notes, (iv) the New Interim Notes, (v)
the May Interim Notes, (vi) the June Interim Notes, (vii) the Note
Purchase and Amendment Agreement, (viii) the Note Purchase and
Amendment Agreement No. 2, (ix) the Security Agreements, (x) the Pledge
Agreement, (xi) the Registration Rights Agreement, (xii) the
Intercreditor Agreements and (xiii) any other agreement entered into
pursuant to Section 5.9 of the Loan Agreement or Section 4 hereof, in
each case as
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the same may from time to time be amended, modified or supplemented,
and "Loan Document" means any one of them.
"Note Purchase and Amendment Agreement No. 2" means the Note
Purchase and Amendment Agreement No. 2, dated as of June 18, 1999,
among IMC Mortgage Company, certain of its subsidiaries, and the GSCP
Funds.
8. Amendment to Guarantee Agreement. The Guarantee Agreement
is hereby amended by deleting Recital D therefrom and replacing it in its
entirety with the following:
D. In order to induce Lenders to enter into the Loan
Agreement and the New Interim Notes (as defined in Amendment Agreement
No. 2 hereto), the May Interim Notes (as defined in the Note Purchase
and Amendment Agreement) and the June Interim Notes (as defined in the
Note Purchase and Amendment Agreement No. 2) and to extend to the
Company the loans provided for thereunder and to induce the Lenders to
enter into an indemnification agreement with issuers of certain surety
bonds in respect of the Company and its subsidiaries, and in
consideration of the substantial benefits the Guarantors expect to
derive from the use of the proceeds of such loans, each Guarantor is
willing to enter into this Guarantee Agreement, providing for the
guarantee by such Guarantor, jointly and severally with each other
Guarantor, of the Company's obligations under the Reimbursement
Agreement (as defined in Amendment Agreement No. 3 hereto), the Loan
Agreement, the Note, the New Interim Notes, the May Interim Notes, the
June Interim Notes, the Borrower Security Agreement, the Pledge
Agreement, the Note Purchase and Amendment Agreement, the Note Purchase
and Amendment Agreement No. 2 and the Registration Rights Agreement
(collectively, the "Principal Documents").
9. Further Amendments. If, upon the occurrence of the
Acquisition (as defined in the Acquisition Agreement), all amounts outstanding
under the June Interim Notes have not been repaid in full, the Lenders may apply
all or any portion of the amounts owing to them under the June Interim Notes in
satisfaction of all or any portion of their obligation under the Commitment
Letter, dated as of March 31, 1999, to make Additional Advances in the aggregate
principal amount of $35,000,000 to the Borrower by giving written notice to the
Borrower to such effect and delivering the June Interim Notes in the amount to
be so applied to the Borrower against receipt from the Borrower of Notes
evidencing the Additional Advances under the Amended and Restated Loan Agreement
and replacement notes evidencing any portion of the June Interim Notes remaining
outstanding after giving effect to such application. The parties hereto
undertake to amend the Amended and Restated Loan Agreement attached as Exhibit A
to the Commitment Letter, dated as of
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March 31, 1999, from the GSCP Funds to the Borrower, as necessary in order to
preserve the rights of the GSCP Funds hereunder and under the Subject Documents.
10. Acknowledgment of Obligations; Solvency. The Borrower,
each Subsidiary Guarantor and each Subsidiary Grantor acknowledges that its
obligations under the Subject Agreements and the lien on the Collateral securing
its obligations thereunder remain in full force and effect, and that the
Borrower, each Subsidiary Guarantor and each Subsidiary Grantor have no
defenses, counterclaims or offsets to its obligations under the Subject
Agreements and that such liens are valid, perfected and enforceable. The
Borrower, each Subsidiary Guarantor and each Subsidiary Grantors hereby waives
the application of the automatic stay in any bankruptcy proceeding in respect of
its obligations under the Subject Agreements and consents to the modification of
the stay to permit the exercise by the GSCP Funds of their rights in respect of
the Collateral. This document shall not constitute a waiver, amendment or
modification of the Subject Agreements except as expressly set forth herein and
shall not be construed as a waiver or consent to any future action on the part
of the Borrower, any Subsidiary Guarantor and any Subsidiary Grantors that would
require a waiver or consent of the GSCP Funds except to the extent expressly
provided herein. The Borrower, each Subsidiary Guarantor and each Subsidiary
Grantor represents, warrants and confirms that it is not insolvent and after
giving effect to the borrowings contemplated hereby will not be rendered
insolvent, it is not engaged or about to engage in a business or transaction for
which its remaining property is an unreasonably small capital and it does not
intend to incur debts beyond its ability to repay as such debts mature.
11. Amendments, Etc. No amendment, modification, supplement,
termination, consent or waiver of this Agreement or any term or provision of
this Agreement shall be effective and binding unless in writing and signed by
the GSCP Funds. Any such waiver will be effective only in the specific instance
and for the specific purpose for which it is given.
12. Severability. Any provision of this Agreement which is
illegal, invalid, prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such illegality, invalidity,
prohibition or unenforceability without invalidating or impairing the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.
13. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE
ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR ANY
TRANSACTION CONTEMPLATED HEREBY OR THE RELATIONSHIP ESTABLISHED HEREUNDER.
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14. GOVERNING LAW; VENUE AND JURISDICTION. THE VALIDITY OF
THIS AGREEMENT, THE CONSTRUCTION, INTERPRETATION AND ENFORCEMENT HEREOF AND THE
RIGHTS OF THE PARTIES HERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT
GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES THEREOF. EACH OF THE PARTIES HERETO
SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF, AND AGREES THAT ALL ACTIONS OR
PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT MAY BE TRIED AND LITIGATED
IN, FEDERAL OR, IN THE ABSENCE OF FEDERAL SUBJECT MATTER JURISDICTION, STATE
COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK UNLESS SUCH ACTIONS
OR PROCEEDINGS ARE REQUIRED TO BE BROUGHT IN ANOTHER COURT TO OBTAIN SUBJECT
MATTER JURISDICTION OVER THE MATTER IN CONTROVERSY. EACH OF THE PARTIES WAIVES,
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO
ASSERT BY WAY OF MOTION, AS A DEFENSE OR OTHERWISE THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE IN ANY PROCEEDING BROUGHT IN ACCORDANCE WITH
THE IMMEDIATELY PRECEDING SENTENCE. SERVICE OF PROCESS, SUFFICIENT FOR PERSONAL
JURISDICTION IN ANY ACTION AGAINST SUCH PARTY MAY BE MADE BY REGISTERED OR
CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ITS ADDRESS INDICATED IN SECTION
15.
15. Notices. All notices, requests and other communications to
any party hereunder shall be in writing and shall be given to such party by
facsimile transmission or by hand delivery at the following address or facsimile
number, or such other address or facsimile number as such party may hereafter
specify for the purpose by notice to the other party, (a) if to the GSCP Funds,
Greenwich Street Capital Partners II, L.P., c/o Greenwich Street Capital
Partners, Inc., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attn.: Xxxxxx
Xxxxx; Tel: (000) 000-0000, Fax: (000) 000-0000; with a copy to Debevoise &
Xxxxxxxx, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, attention: Xxxxxx Xxxxxx,
Tel: (000) 000-0000, Fax: (000) 000-0000; (b) if to the Borrower or any
Subsidiary Guarantor or Subsidiary Grantors, IMC Mortgage Company, 0000 X.
Xxxxxx Xxxxxx, Xxxxx, Xxxxxxx 00000, Attn.: President, Tel: (000) 000-0000, Fax:
(813) 000- 0000; with a copy to Xxxxxxxx X. Xxxxxx, 000X Xxxxxxxxx Xxx,
Xxxxxxxxxxxx, Xxxxxxx 00000. Each such notice, request or other communication
shall be effective when sent by facsimile transmission to the facsimile number
or when delivered by hand to the address specified in this Section 15, provided
that a facsimile transmission shall be deemed to have been sent only so long as
the transmitting machine has provided an electronic confirmation of such
transmission.
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16. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their successors and assigns.
17. Expenses. The Borrower shall pay or reimburse the GSCP
Funds for all costs and expenses (including reasonable attorneys' fees) incurred
in preparing and enforcing this Agreement and perfecting the security interests
granted hereby.
18. Full Force and Effect. Except as expressly provided in
this Agreement, each of the Subject Agreements shall continue in full force and
effect in accordance with the provisions thereof.
19. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of the date first above written.
IMC MORTGAGE COMPANY
IMC CORPORATION OF AMERICA
IMC CREDIT CARD, INC.
IMC MORTGAGE COMPANY CANADA, LTD.
AMERICAN HOME EQUITY CORPORATION
IMC INVESTMENT CORPORATION
IMC INVESTMENT LIMITED PARTNERSHIP
ACG FINANCIAL SERVICES (IMC), INC.
AMERICAN MORTGAGE REDUCTION, INC.
CENTRAL MONEY MORTGAGE CO. (IMC), INC.
COREWEST BANC
EQUITY MORTGAGE CO. (IMC), INC.
IMCC INTERNATIONAL, INC.
MORTGAGE AMERICA (IMC), INC.
NATIONAL LENDING CENTER, INC.
NATIONAL LENDING CENTER TILT, INC.
NATIONAL LENDING GROUP, INC.
RESIDENTIAL MORTGAGE CORPORATION (IMC), INC.
By /s/
-------------------------------------------
Name:
Title:
GREENWICH STREET CAPITAL PARTNERS II, L.P.
GSCP OFFSHORE FUND, L.P.
GREENWICH FUND, L.P.
GREENWICH STREET EMPLOYEES FUND, L.P.
TRV EXECUTIVE FUND, L.P.
By: GREENWICH STREET
INVESTMENTS II, L.L.C.,
their General Partner
By: /s/
------------------------------------------
Name:
Title:
GREENWICH STREET CAPITAL PARTNERS II, L.P.,
as Collateral Agent
By: GREENWICH STREET
INVESTMENTS II, L.L.C.,
its General Partner
By: /s/
------------------------------------------
Name:
Title: