BE SATISFACTORY TO THE BUYER IN FORM AND SUBSTANCE:
(A)
THIS AMENDMENT, EXECUTED AND DELIVERED AND
DULY AUTHORIZED OFFICERS OF THE BUYER AND THE SELLERS; AND
(B)
SUCH OTHER DOCUMENTS AS THE BUYER OR COUNSEL
TO THE BUYER MAY REASONABLY REQUEST.
SECTION 13.
LIMITED EFFECT.
EXCEPT AS EXPRESSLY
AMENDED AND MODIFIED BY THIS AMENDMENT, THE EXISTING REPURCHASE AGREEMENT SHALL
CONTINUE TO BE, AND SHALL REMAIN, IN FULL FORCE AND EFFECT IN ACCORDANCE WITH
ITS TERMS.
SECTION 14.
FEES.
THE SELLER AGREES TO PAY AS AND WHEN
BILLED BY THE BUYER ALL OF THE REASONABLE FEES, DISBURSEMENTS AND EXPENSES OF
COUNSEL TO THE BUYER IN CONNECTION WITH THE DEVELOPMENT, PREPARATION AND
EXECUTION OF, THIS AMENDMENT OR ANY OTHER DOCUMENTS PREPARED IN CONNECTION
HEREWITH AND RECEIPT OF PAYMENT THEREOF SHALL BE A CONDITION PRECEDENT TO THE
BUYER ENTERING INTO ANY TRANSACTION PURSUANT HERETO.
SECTION 15.
CONFIDENTIALITY.
THE PARTIES HERETO
ACKNOWLEDGE THAT THIS AMENDMENT, THE EXISTING REPURCHASE AGREEMENT, AND ALL
DRAFTS THEREOF, DOCUMENTS RELATING THERETO AND TRANSACTIONS CONTEMPLATED THEREBY
ARE CONFIDENTIAL IN NATURE AND THE SELLER AGREE THAT, UNLESS OTHERWISE DIRECTED
BY A COURT OF COMPETENT JURISDICTION OR AS IS NECESSARY TO DO SO IN WORKING WITH
GOVERNMENTAL AGENCIES OR REGULATORY BODIES IN ORDER TO COMPLY WITH ANY
APPLICABLE FEDERAL OR STATE LAWS, THEY SHALL LIMIT THE DISTRIBUTION OF SUCH
DOCUMENTS AND THE DISCUSSION OF SUCH TRANSACTIONS TO SUCH OF ITS OFFICERS,
EMPLOYEES, ATTORNEYS, ACCOUNTANTS AND AGENTS AS IS REQUIRED IN ORDER TO FULFILL
ITS OBLIGATIONS UNDER SUCH DOCUMENTS AND WITH RESPECT TO SUCH TRANSACTIONS.
SECTION 16.
GOVERNING LAW.
THIS AMENDMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
SECTION 17.
COUNTERPARTS.
THIS AMENDMENT MAY BE
EXECUTED IN ONE OR MORE COUNTERPARTS AND BY DIFFERENT PARTIES HERETO ON SEPARATE
COUNTERPARTS, EACH OF WHICH, WHEN SO EXECUTED, SHALL CONSTITUTE ONE AND THE SAME
AGREEMENT.
SECTION 18.
CONFLICTS.
THE PARTIES HERETO AGREE THAT
IN THE EVENT THERE IS ANY CONFLICT BETWEEN THE TERMS OF THIS AMENDMENT, AND THE
TERMS OF THE EXISTING REPURCHASE AGREEMENT, THE PROVISIONS OF THIS AMENDMENT
SHALL CONTROL.
[SIGNATURE PAGE FOLLOWS]
9
IN WITNESS WHEREOF, the parties have caused their names to be signed hereto by
their respective officers thereunto duly authorized as of the day and year first
above written.
Buyer:
MERRILL LYNCH BANK USA,
as Buyer
By:
/s/ James Cason
Name:
James B. Cason
Title:
Vice President
Seller:
FIELDSTONE INVESTMENT
CORPORATION,
as Seller
By:
/s/ Mark C. Krebs
Name:
Mark C. Krebs
Title:
Senior Vice President and Treasurer
Seller:
FIELDSTONE MORTGAGE COMPANY,
as Seller
By:
/s/ Mark C. Krebs
Name:
Mark C. Krebs
Title:
Senior Vice President and Treasurer