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EXHIBIT 10.3
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PURCHASE AGREEMENT
between
XXXXXXX XXXXX XXXXXX XXXXXX & XXXXX
INCORPORATED, SELLER
and
FUND AMERICA INVESTORS CORPORATION II, DEPOSITOR
dated as of January 20, 2000
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TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS............................................................................................2
Section 1.01. Definitions...............................................................................2
ARTICLE II SALE; CONSIDERATION...................................................................................3
Section 2.01. Sale......................................................................................3
Section 2.02. Consideration.............................................................................4
ARTICLE III REPRESENTATIONS, WARRANTIES AND COVENANTS............................................................4
Section 3.01. Representations, Warranties and Covenants of the Seller...................................4
Section 3.02. The Seller's Representations and Warranties Regarding the Agency Securities...............6
Section 3.03. Representations, Warranties and Covenants of the Depositor................................7
ARTICLE IV MISCELLANEOUS PROVISIONS..............................................................................9
Section 4.01. Amendment.................................................................................9
Section 4.02. Governing Law; Submission to Jurisdiction.................................................9
Section 4.03. Waiver of Jury Trial......................................................................9
Section 4.04. Notices...................................................................................9
Section 4.05. Severability of Provisions...............................................................10
Section 4.06. Assignment...............................................................................10
Section 4.07. Further Assurances.......................................................................10
Section 4.08. No Waiver; Cumulative Remedies...........................................................10
Section 4.09. Counterparts.............................................................................11
Section 4.10. Binding Effect...........................................................................11
Section 4.11. Merger and Integration...................................................................11
Section 4.12. Headings.................................................................................11
SCHEDULE I: AGENCY SECURITIES
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PURCHASE AGREEMENT (this "Agreement") dated as of January 20,
2000, by and between XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, a
Delaware corporation (the "Seller"), and FUND AMERICA INVESTORS CORPORATION II,
a Delaware corporation (the "Depositor").
W I T N E S S E T H
WHEREAS, the Seller desires to sell and assign to the
Depositor all of its right, title and interest to and under certain securities
guaranteed by either Xxxxxx Mae or the Federal Home Loan Mortgage Corporation
("Xxxxxxx Mac"), which securities are identified on Schedule I attached hereto
(the "Agency Securities"), in exchange for cash and other consideration, and
upon the terms and conditions, set forth herein (the "Sale");
WHEREAS, pursuant to the terms of a Deposit and Sale Agreement
dated as of January 20, 2000 (the "Deposit Agreement"), between the Depositor
and the Issuer (defined below), the Depositor will assign and transfer to the
Issuer (i) all of its right, title, interest in, to and under the Agency
Securities and (ii) all of its rights under this Agreement, in exchange for cash
and other consideration, and upon the terms and conditions, set forth therein;
WHEREAS, pursuant to the terms of the Indenture dated as of
January 20, 2000 (the "Indenture") between FAIC II Issuer Trust 2000-1, (the
"Issuer") and State Street Bank and Trust Company, as the trustee thereunder,
the Issuer will issue U.S. $1,986,400 aggregate principal balance of variable
rate, FAIC II Issuer Trust 2000-1, Class F Notes, due December 1, 2029 (the
"Class F Notes"), and U.S. $764,000 aggregate principal balance of variable
rate, FAIC II Issuer Trust 2000-1, Class S Notes, due December 1, 2029 (the
"Class S Notes," and, together with the Class F Notes, the "Notes"), secured by
certain assets pledged by the Issuer, including the Agency Securities and the
Depositor's rights under this Agreement;
WHEREAS, pursuant to the terms of an amended and restated
agreement of trust dated as of January 20, 2000 (the "Issuer Trust Agreement")
among the Depositor, Christiana Bank & Trust Company, as trustee of the Issuer
(in such capacity, the "Issuer Trustee"), and State Street Bank and Trust
Company, as agent with respect to the Class R Certificates issued thereunder (in
such capacity, the "Issuer Certificate Agent"), the Issuer will issue U.S.
$465,600 aggregate principal amount of FAIC II Issuer Trust 2000-1, Class R
Certificates, due December 1, 2029 (the "Class R Certificates"), representing
100% of the equity interest of the Issuer; and
WHEREAS, the Seller and the Depositor are entering into this
Agreement with the intention that the transactions contemplated hereby will be
executed;
NOW, THEREFORE, it is hereby agreed by and between the Seller
and Depositor as follows:
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ARTICLE I
DEFINITIONS
SECTION 1.01.00 DEFINITIONS. For all purposes of this
Agreement, except as otherwise expressly provided herein or unless the context
otherwise requires, capitalized terms shall have the following meanings and such
meanings shall be equally applicable to the singular and plural forms of such
terms. Capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Indenture or, if not defined therein, in the
Issuer Trust Agreement. All other capitalized terms used herein shall have the
meanings specified herein.
"Agency Security" means each of the securities specified in
Schedule I hereto.
"Agreement" means this Purchase Agreement as it may from time
to time be amended, supplemented or otherwise modified in accordance with the
terms hereof.
"Class F Notes" has the meaning assigned in the third WHEREAS
clause hereof.
"Class R Certificates" has the meaning assigned in the fourth
WHEREAS clause hereof.
"Class S Notes" has the meaning assigned in the third WHEREAS
clause hereof.
"Closing Date" means January 20, 2000.
"Cut-off Date" means January 26, 2000.
"Deposit Agreement" has the meaning assigned in the second
WHEREAS clause hereof.
"Depositor" means Fund America Investors Corporation II, a
corporation formed under the laws of the State of Delaware.
"Indenture" means the Indenture dated as of January 20, 2000
between the Issuer and State Street, as trustee thereunder.
"Issuer" means FAIC II Issuer Trust 2000-1, a statutory
business trust formed under the laws of the State of Delaware.
"Issuer Certificate Agent" has the meaning assigned to such
term in the fourth WHEREAS clause hereto.
"Issuer Trust Agreement" has the meaning assigned to such term
in the fourth WHEREAS clause hereto.
"Issuer Trustee" has the meaning assigned to such term in the
fourth WHEREAS clause hereto.
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"Lien" means, as applied to property or assets, real or
personal, tangible or intangible, any claim, pledge, mortgage, lien, charge,
security interest or encumbrance of any kind thereon (including, without
limitation, any agreement to give any of the foregoing, any conditional sale or
other title retention agreement, any lease in the nature thereof or the interest
of the lessor under any capitalized lease and the filing of or agreement to give
any financing statement or similar document to perfect any security interest
under the Uniform Commercial Code of any jurisdiction or any other similar
filing to perfect any security interest).
"Notes" has the meaning assigned in the third WHEREAS clause
hereof.
"Permitted Liens" means Liens arising under the Transaction
Documents.
"Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization, including a government
or political subdivision or an agency or instrumentality thereof.
"REMIC" means a real estate mortgage investment conduit, as
defined in Section 860D of the Internal Revenue Code of 1986, as amended.
"Sale" has the meaning assigned to such term in the first
WHEREAS clause hereto.
"Seller" means Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx
Incorporated, a Delaware corporation.
"State Street" means State Street Bank and Trust Company, a
banking corporation incorporated in the Commonwealth of Massachusetts.
"Subsidiary" means with respect to any Person, any corporation
or other entity of which securities or other ownership interests having ordinary
voting power to elect a majority of the board of directors or other individuals
performing similar functions, are at the time directly or indirectly owned by
such Person.
"Transaction Documents" means the Indenture, the Notes, the
Issuer Trust Agreement, the Class R Certificates, the Deposit Agreement and this
Purchase Agreement.
"Underlying Issuing Documents" means the documents identified
in Schedule I hereto, which relate to the issuance of the Agency Securities.
ARTICLE II
SALE; CONSIDERATION
SECTION 2.01.00 SALE.
(a) Upon the terms and subject to the conditions set forth
herein, the Seller hereby sells, assigns, transfers and conveys to the Depositor
all of its right, title, interest in, to and
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under the Agency Securities, without recourse, and all payments on the Agency
Securities made on or after the Cut-off Date, and the Depositor hereby accepts
and assumes from the Seller, all of the Seller's right, title and interest in,
to and under the Agency Securities, free and clear of all Liens, encumbrances,
security agreements, claims, equities, charges and other restrictions.
(b) It is the express intent of the Seller and the Depositor
that the Sale be construed as an absolute conveyance, without recourse, of the
Agency Securities by the Seller to the Depositor. It is, further, not the
intention of the Seller or the Depositor that the Sale be deemed a grant of a
security interest in the Agency Securities by the Seller to the Depositor to
secure a debt or other obligation of the Seller. However, in the event that,
notwithstanding the intent of the parties, the Agency Securities are held to
continue to be property of the Seller, then the Sale provided for in this
Agreement shall be deemed to be and hereby is a grant by the Seller to the
Depositor of a security interest in and to all of the Seller's right, title and
interest in, to and under the Agency Securities. The Seller and the Depositor
shall, to the extent consistent with this Agreement, take such actions as may be
necessary to ensure that, if this Agreement were deemed to create a security
interest in the Agency Securities, such security interest would be deemed to be
a perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement.
SECTION 2.02.00 CONSIDERATION. As consideration for the Sale,
the Depositor shall (i) remit to the Seller (i) all amounts received by the
Depositor pursuant to the Deposit Agreement representing the proceeds of the
sale by the Issuer of the Notes and the Class R Certificates, and (ii) grant and
assign to the Seller the Depositor's right to direct the Issuer to redeem the
Class R Certificates (and, as provided in the Transaction Documents, the Notes).
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
SECTION 3.01.00 REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE SELLER.
(a) The Seller hereby represents, warrants and covenants, as
of the Closing Date, that:
(i) Binding Obligation. This Agreement has been duly
authorized, and when executed and delivered by the Seller, assuming the
due authorization and delivery by each party thereto, shall constitute
the legal, valid and binding obligation of the Seller, enforceable
against it in accordance with its terms, except as subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other
similar laws now or hereafter in effect, affecting the enforcement of
creditors' rights in general and except as such enforceability may be
limited by general principles of equity (whether considered in a
proceeding at law or in equity).
(ii) Corporate Existence and Power. The Seller is a
corporation duly incorporated, validly existing and in good standing
under the laws of the State of Delaware and has all corporate powers
and all governmental licenses, authorizations,
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consents and approvals required to carry on its business as now
conducted and as contemplated by this Agreement.
(iii) No Consents. All consents, approvals,
authorizations or other orders of all regulatory authorities required
for or in connection with the execution, delivery and performance of
this Agreement have been obtained to the extent necessary and are in
full force and effect and not contingent upon the fulfillment of any
condition.
(iv) Corporate and Governmental Authorization; No
Contravention. The execution, delivery and performance by the Seller of
this Agreement are within the Seller's corporate powers, have been duly
authorized by all necessary corporate action, require no action by or
in respect of, or filing with, any governmental body, agency or
official and do not contravene, or constitute a default under, any
provision of applicable law or regulation of the State of Delaware or
the State of New York or of the Certificate of Incorporation or the
Bylaws of the Seller or of any agreement or other instrument binding
upon the Seller or result in the creation or imposition of any Lien on
any asset of the Seller.
(v) Litigation. There is no action, suit or
proceeding pending against, or, to the knowledge of the Seller,
threatened against or affecting, the Seller before any court or
arbitrator or any governmental body, agency or official that would
reasonably be expected to affect adversely the Sale or the execution,
enforceability, delivery and performance of this Agreement.
(vi) Taxes Upon Execution of this Agreement. Neither
the execution and delivery of this Agreement, nor the enforcement
hereof, is subject to any tax, duty, fee or other charge, including,
without limitation, any registration or transfer tax, stamp duty,
mortgage recordation tax or similar levy, other than those that have
been paid on or prior to the Closing Date.
(vii) No Conflict. The consummation of any of the
transactions contemplated herein will not conflict with or result in
the breach of any material term or provision of any agreement to which
the Seller is a party or any of the Underlying Issuing Documents, and
the Seller is not in breach or violation of or in default (nor, to the
best of the Seller's knowledge, has an event occurred which with notice
or lapse of time or both would constitute a default) under the terms of
(a) any agreement to which the Seller is a party, (b) any of the
Underlying Issuing Documents or (c) any law, decree, order, rule or
regulation applicable to the Seller of any court or supervisory,
regulatory, administrative or governmental agency, body or authority,
or arbitrator having jurisdiction over its properties, the default in
or the breach or violation of which would have a material adverse
effect on the Seller or the ability of the Seller to perform its
obligations under this Agreement.
(viii) Valid Business Reason. The Seller has a valid
business reason for selling the Agency Securities to the Depositor. The
sale of the Agency Securities
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constitutes a practical and reasonable course of action designed to
improve the Seller's financial condition without impairing the rights
of the Seller's creditors.
(ix) Conduct of Business. The Seller will conduct its
business in an independent manner so that its assets should not be
substantively consolidated with the assets, or deemed to be part of the
bankruptcy or receivership estate, of the Depositor, the Issuer or any
affiliate thereof by a court adjudicating the bankruptcy, receivership
or insolvency of such other entity.
(x) Absolute Transfer. Pursuant to the Sale, the
Seller intends to relinquish all rights to possess, control and monitor
the Agency Securities. The Seller will not take any action inconsistent
with the Depositor's ownership or transfer of the Agency Securities.
Upon the inquiry of a third party (including a potential purchaser of
the Agency Securities), the Seller will promptly state that it has sold
or otherwise made an absolute transfer of the Agency Securities to the
Depositor and will claim no ownership interest in the Agency
Securities. Nothing in this Agreement shall affect the right of the
Seller to cause the Issuer to redeem the Class R Certificates in
accordance with the Transaction Documents.
(xi) Sale Treatment. The Seller will treat the Sale
as a sale for federal income tax and accounting purposes.
(xii) Agency Securities. The Seller shall deliver any
payments it may collect on the Agency Securities after the Cut-off Date
to the Note Trustee, as the Depositor's ultimate assignee. The Seller
shall assist the Note Trustee in its efforts to become the registered
holder of each Agency Security.
(b) Notice of Breach. The representations and warranties set
forth in this Section 3.01(a) shall survive the sale of the Agency Securities to
the Depositor. Upon discovery by the Seller or the Depositor of a breach of any
of such representations and warranties, the party discovering such breach shall
give prompt written notice thereof to the other.
SECTION 3.02.00 THE SELLER'S REPRESENTATIONS AND WARRANTIES
REGARDING THE AGENCY SECURITIES.
(a) Representations and Warranties. The Seller hereby
represents and warrants to the Depositor as of the date of the Sale that:
(i) Immediately before the Sale, the Seller was the
legal and beneficial owner of all right, title and interest in, to and
under the Agency Securities, with full right and authority to assign or
otherwise transfer the Agency Securities free and clear of any or all
Liens encumbering the Agency Securities;
(ii) Upon execution and delivery by the Seller and
the Depositor of this Agreement, the Depositor shall acquire the Agency
Securities free of any Liens;
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(iii) The Agency Securities have been duly and
validly issued and are entitled to the benefits of the Underlying
Issuing Documents, and each Underlying Issuing Document has been duly
and validly authorized, executed and delivered, constitutes the valid,
legal and binding obligation of the parties thereto enforceable in
accordance with its terms, except as the enforcement thereof may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally
and by principles of equity (whether considered in a proceeding or
action in equity or at law), and no default has occurred and is
continuing in respect thereof;
(iv) The Agency Securities have been properly
assigned in the manner and form required to effect a transfer of
ownership of the Agency Securities from the Seller to the Depositor or
an assignee of the Depositor; and
(v) Each Agency Security has been issued by an entity
which has made an election to be treated as a REMIC, and such election
remains in effect.
(b) Notice of Breach. The representations and warranties set
forth in this Section 3.02(a) shall survive the sale of Agency Securities to the
Depositor. Upon discovery by the Seller or the Depositor of a breach of any of
such representations and warranties, the party discovering such breach shall
give prompt written notice thereof to the other.
SECTION 3.03.00 REPRESENTATIONS, WARRANTIES AND COVENANTS OF
THE DEPOSITOR.
(a) The Depositor hereby represents, warrants and covenants,
as of the Closing Date:
(i) Binding Effect. This Agreement has been duly
authorized and, when executed and delivered by the Depositor, assuming
the due authorization and delivery by each party thereto, shall
constitute the legal, valid, enforceable and binding obligation of the
Depositor, enforceable against the Depositor in accordance with its
terms except as subject to applicable bankruptcy, insolvency,
reorganization and other similar laws, now or hereinafter in effect,
affecting the enforcement of creditors' rights in general and except as
such enforceability may be limited by general principles in equity
(whether considered in a proceeding at law or equity).
(ii) Existence and Power. The Depositor is a
corporation duly formed, validly existing and in good standing under
the laws of the State of Delaware and has all powers and all
governmental licenses, authorizations, consents and approvals required
to carry on its business as now conducted and as contemplated by this
Agreement.
(iii) No Consents. All consents, approvals,
authorizations or other orders of all regulatory authorities required
for or in connection with the execution, delivery and performance of
this Agreement by the Depositor have been obtained and are in full
force and effect and not contingent upon fulfillment of any condition.
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(iv) Governmental Authorization; No Contravention.
The execution, delivery and performance by the Depositor of this
Agreement are within the Depositor's powers, have been duly authorized
by all necessary action, require no action by or in respect of, or
filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of applicable
law or regulation of the State of Delaware or of the Articles of
Incorporation or By-laws of the Depositor or of any agreement or other
instrument binding upon the Depositor or result in the creation or
imposition of any Lien on any asset of the Depositor.
(v) Litigation. There is no action, suit or
proceeding pending against, or, to the knowledge of the Depositor
threatened against or affecting, the Depositor before any court or
arbitrator or any governmental body, agency or official.
(vi) Claims. There is no tax, labor or other claim
pending against or, to the knowledge of the Depositor, threatened
against or affecting the Depositor.
(vii) Payment of Taxes. The Depositor has paid all
taxes which it is required to have paid.
(viii) Not an Investment Company. The Depositor is
not, and is not directly or indirectly controlled by or acting on
behalf of any Person which is, an "investment company" within the
meaning of the Investment Company Act of 1940, as amended.
(ix) Taxes Upon Execution of This Agreement. Neither
the execution and delivery of this Agreement, nor the enforcement
hereof is subject to any tax, duty, fee or other charge, including,
without limitation, any registration or transfer tax, stamp duty,
mortgage recordation tax or similar levy, other than those that have
been paid on or prior to the Closing Date.
(x) Liens. There are no Liens of any kind (other than
Permitted Liens) affecting title to its assets or its rights under any
agreement.
(xi) No Conflict. The consummation of the
transactions contemplated herein will not conflict with or result in
the breach of any material term or provision of any agreement to which
the Depositor is a party, and the Depositor is not in breach or
violation of or in default (nor, to the best of the Depositor's
knowledge, has an event occurred which with notice or lapse of time or
both would constitute a default) under the terms of (a) this Agreement
or any other agreement to which the Depositor is a party or (b) any
law, decree, order, rule or regulation applicable to the Depositor of
any court or supervisory, regulatory, administrative or governmental
agency, body or authority, or arbitrator having jurisdiction over its
properties, the default in or the breach or violation of which would
have a material adverse effect on the Depositor or the ability of the
Depositor to perform its obligations under this Agreement.
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(xii) Sale Treatment. The Depositor shall treat the
Sale as a sale for federal income tax and accounting purposes.
(b) Notice of Breach. The representations and warranties set
forth in Section 3.03(a) shall survive the sale of the Agency Securities to the
Depositor. Upon discovery by the Seller or the Depositor of a breach of any of
such representations and warranties, the party discovering such breach shall
give prompt written notice thereof to the other.
ARTICLE IV
MISCELLANEOUS PROVISIONS
SECTION 4.01.00 AMENDMENT. This Agreement and the rights and
obligations of the parties hereunder may not be amended, modified or waived
orally, but only by an instrument in writing signed by the Depositor and the
Seller.
SECTION 4.02.00 GOVERNING LAW; SUBMISSION TO JURISDICTION.
This Agreement shall be construed in accordance with and governed by the
substantive laws of the State of New York applicable to agreements made and to
be performed in the State of New York, and the obligations, rights and remedies
of the parties hereto shall be determined in accordance with such laws and
without regard to the conflict of laws principles therein. The parties hereto
hereby submit to the exclusive jurisdiction of the United States District Court
for the Southern District of New York and of the Supreme Court of the State of
New York sitting in New York County (including its Appellate Division), and of
any other appellate court in the State of New York, for the purposes of all
legal proceedings arising out of or relating to this Agreement or the
transactions contemplated hereby. The parties hereto hereby irrevocably waive,
to the fullest extent permitted by applicable law, any objection that they may
now or hereafter have to the laying of the venue of any such proceeding brought
in such a court and any claim that any such proceeding brought in such a court
has been brought in an inconvenient forum.
SECTION 4.03.00 WAIVER OF JURY TRIAL. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 4.04.00 NOTICES. All demands, notices and
communications hereunder shall be in writing and shall be deemed to have been
duly given if personally delivered at or mailed by registered mail, return
receipt requested, to:
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(a) in the case of the Seller,
Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated
World Financial Center
000 Xxxxx Xxxxxx, Xxxxx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxxxx Xxxxxxx or Xxxx Xxxxxxxxxx
Telephone: 000-000-0000 or 000-000-0000
Telecopy: 000-000-0000 or 000-000-0000
(b) in the case of the Depositor,
Fund America Investors Corporation II
c/o The Chotin Group
0000 Xxxxx Xxxxxxxx
Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxx Xxxxxxxxx
Telephone: 000-000-0000
Telecopy: 000-000-0000
or, as to each party, at such other address as shall be designated by such party
in a written notice to each other party.
SECTION 4.05.00 SEVERABILITY OF PROVISIONS. If any one or more
of the covenants, agreements, provisions or terms of this Agreement shall for
any reason whatsoever be held invalid, then such covenants, agreements,
provisions, or terms shall be deemed severable from the remaining covenants,
agreements, provisions, or terms of this Agreement and shall in no way affect
the validity or enforceability of the other provisions of this Agreement.
SECTION 4.06.00 ASSIGNMENT. This Agreement may not be assigned
by the parties hereto except with the written consent of the non-assigning
party; provided, that the Seller, by its execution of this Agreement, consents
to the assignment by the Depositor of its rights under this Agreement to the
Issuer, and the pledge by the Issuer of such rights to the Note Trustee on
behalf of the holders of the Notes pursuant to the Indenture.
SECTION 4.07.00 FURTHER ASSURANCES. The Seller and the
Depositor agree to do and perform, from time to time, any and all acts and to
execute any and all further instruments required or reasonably requested by the
other party more fully to effect the purposes of this Agreement.
SECTION 4.08.00 NO WAIVER; CUMULATIVE REMEDIES. No failure to
exercise and no delay in exercising, on the part of the Seller or the Depositor,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and
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privileges herein provided are cumulative and not exhaustive of any rights,
remedies, powers and privileges provided by law.
SECTION 4.09.00 COUNTERPARTS. This Agreement may be executed
in two or more counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which together shall constitute
one and the same instrument.
SECTION 4.10.00 BINDING EFFECT. This Agreement will inure to
the benefit of and be binding upon the parties hereto and their respective
successors and permitted assigns.
SECTION 4.11.00 MERGER AND INTEGRATION. Except as specifically
stated otherwise herein, this Agreement and the other Transaction Documents set
forth the entire understanding of the parties relating to the subject matter
hereof, and all prior understandings, written or oral, are superseded by this
Agreement and the other Transaction Documents. This Agreement may not be
modified, amended, waived or supplemented except as provided herein.
SECTION 4.12.00 HEADINGS. The headings herein are for purposes
of reference only and shall not otherwise affect the meaning or interpretation
of any provision hereof.
[Signatures Follow]
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IN WITNESS WHEREOF, the Depositor and the Seller each have
caused this Agreement to be duly executed by their respective officers as of the
day and year first above written.
XXXXXXX LYNCH, PIERCE,
XXXXXX & XXXXX INCORPORATED,
a Delaware corporation
By: /s/ Xxxxxx Xxxxxxx
-------------------
Name: Xxxxxx Xxxxxxx
Title: Director
FUND AMERICA INVESTORS
CORPORATION II,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
---------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
[Signature Page to Purchase Agreement]
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SCHEDULE I
AGENCY SECURITIES
[Copy from Prospectus Supplement when complete]
"Purchase Agreement"
