Exhibit 10.24(B)
GUARANTY
GUARANTY, dated as of October 11, 2005 (as amended, restated, supplemented or
otherwise modified and in effect from time to time, this "Guaranty"), is made
and entered into upon the terms hereinafter set forth by FIELDSTONE INVESTMENT
CORPORATION, a corporation duly incorporated and in good standing in the State
of Maryland (the "Guarantor"), in favor of LIQUID FUNDING, LTD. (the
"Beneficiary").
RECITALS
WHEREAS, Fieldstone Mortgage Ownership Corp., a wholly-owned direct subsidiary
of the Guarantor ("FMOC"), and the Beneficiary have entered into that certain
Master Repurchase Agreement (including all annexes thereto), dated as of October
11, 2005 (collectively, the "Agreement"); and
WHEREAS, it was a condition to the Beneficiary agreeing to enter into the
Agreement with FMOC that the Guarantor agree to execute and deliver this
Guaranty, and the Guarantor is executing and delivering this Guaranty in
accordance with the terms of the Agreement.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which hereby are acknowledged by
the Guarantor, the Guarantor hereby agrees as follows:
SECTION 1.
DEFINITIONS. CAPITALIZED TERMS USED BUT NOT DEFINED
HEREIN SHALL HAVE THE MEANINGS SPECIFIED IN THE AGREEMENT.
SECTION 2.
GUARANTEE. THE GUARANTOR HEREBY UNCONDITIONALLY,
IRREVOCABLY AND ABSOLUTELY GUARANTEES TO THE BENEFICIARY AND ITS SUCCESSORS AND
ASSIGNS: (I) THE DUE AND PUNCTUAL PERFORMANCE OF ALL DUTIES, LIABILITIES AND
OBLIGATIONS OF FMOC UNDER THE AGREEMENT; AND (II) THE FULL AND PROMPT PAYMENT OF
ALL AMOUNTS DUE AND OWING BY FMOC UNDER THE AGREEMENT, AS AND WHEN THEY SHALL
BECOME DUE THEREUNDER (COLLECTIVELY, (I) AND (II) BEING THE "GUARANTEED
OBLIGATIONS"). THIS IS A GUARANTY OF PAYMENT AND NOT OF COLLECTION. THE
LIABILITY OF THE GUARANTOR HEREUNDER SHALL BE DIRECT AND IMMEDIATE AND NOT
CONDITIONAL OR CONTINGENT UPON THE OCCURRENCE OF ANY EVENT.
If at any time any amounts shall have become due and payable under the Agreement
and FMOC shall not have delivered full and timely payment to the Beneficiary as
required by the Agreement, the Beneficiary shall notify the Guarantor in writing
(which may be by telecopy confirmed by a telephone call as described below) of
the amounts that remain due and unpaid (the "Shortfall Amount"). The Guarantor
shall deliver the Shortfall Amount to the Beneficiary, in immediately available
funds no later than three (3) Business Days after such notice is received. The
Guarantor shall perform any non-monetary Guaranteed Obligations as soon as
reasonably practicable after receipt of written demand therefor by the
Beneficiary.
SECTION 3.
OBLIGATIONS UNCONDITIONAL. THE OBLIGATIONS OF THE
GUARANTOR UNDER SECTION 2 HEREOF ARE ABSOLUTE, IRREVOCABLE AND UNCONDITIONAL
IRRESPECTIVE OF THE VALUE, GENUINENESS, VALIDITY, REGULARITY OR ENFORCEABILITY
OF THE AGREEMENT OR ANY OTHER AGREEMENT OR INSTRUMENT REFERRED TO HEREIN OR
THEREIN, OR ANY SUBSTITUTION, RELEASE OR EXCHANGE OF ANY OTHER GUARANTEE OF THE
GUARANTEED OBLIGATIONS, AND, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
IRRESPECTIVE OF ANY OTHER CIRCUMSTANCE WHATSOEVER THAT MIGHT OTHERWISE
CONSTITUTE A LEGAL OR EQUITABLE DISCHARGE OR DEFENSE OF A SURETY OR GUARANTOR
(OTHER THAN ANY