to a Seller:
Fieldstone Mortgage Company
11000 Broken Land Parkway
Suite 600
Columbia, MD
21044
Attention:
Treasurer
Phone Number:
410-772-7275
Fax Number:
443-367-2172

Fieldstone Investment Corporation
11000 Broken Land Parkway
Suite 600
Columbia, MD
21044
Attention:
Treasurer
Phone Number:
410-772-7275
Fax Number:
443-367-2172

with a copy to:
Kevin Gralley
Hogan & Hartson, LLP
111 S. Calvert St., Suite 1600
Baltimore, MD
21202
Phone Number:
410-659-2738
Fax Number:
410-539-6981

If to Administrative Agent:
Credit Suisse, New York Branch
11 Madison Avenue, 5th Floor
New York, NY 10010
Attention:
Joseph Soave and Alex Smith
Phone Number:
(212) 325-9103
Fax Number:
(212) 325-0873
51
with a copy to:
Credit Suisse, New York Branch
Eleven Madison Avenue
New York, NY 10010
Attention: Legal Department
21.
ENTIRE AGREEMENT; SEVERABILITY
This Agreement shall supersede any existing agreements between the parties
containing general terms and conditions for repurchase transactions.
Each
provision and agreement herein shall be treated as separate and independent from
any other provision or agreement herein and shall be enforceable notwithstanding
the unenforceability of any such other provision or agreement.
22.
NON ASSIGNABILITY
THE PROGRAM AGREEMENTS ARE NOT ASSIGNABLE BY ANY SELLER.
BUYERS MAY FROM TIME
TO TIME ASSIGN ALL OR A PORTION OF ITS RIGHTS AND OBLIGATIONS UNDER THIS
AGREEMENT AND THE PROGRAM AGREEMENTS; PROVIDED, HOWEVER THAT ADMINISTRATIVE
AGENT SHALL MAINTAIN AS AGENT OF SELLERS, FOR REVIEW BY SELLERS UPON WRITTEN
REQUEST, A REGISTER OF ASSIGNEES AND A COPY OF AN EXECUTED ASSIGNMENT AND
ACCEPTANCE BY BUYERS AND ASSIGNEE ("ASSIGNMENT AND ACCEPTANCE"), SPECIFYING THE
PERCENTAGE OR PORTION OF SUCH RIGHTS AND OBLIGATIONS ASSIGNED.
UPON SUCH
ASSIGNMENT, (A) SUCH ASSIGNEE SHALL BE A PARTY HERETO AND TO EACH PROGRAM
AGREEMENT TO THE EXTENT OF THE PERCENTAGE OR PORTION SET FORTH IN THE ASSIGNMENT
AND ACCEPTANCE, AND SHALL SUCCEED TO THE APPLICABLE RIGHTS AND OBLIGATIONS OF
BUYERS HEREUNDER, AND (B) BUYERS SHALL, TO THE EXTENT THAT SUCH RIGHTS AND
OBLIGATIONS HAVE BEEN SO ASSIGNED BY IT TO EITHER (I) AN AFFILIATE OF A BUYER
WHICH ASSUMES THE OBLIGATIONS OF SUCH BUYER OR (II) TO ANOTHER PERSON APPROVED
BY SELLERS (SUCH APPROVAL NOT TO BE UNREASONABLY WITHHELD) WHICH ASSUMES THE
OBLIGATIONS OF ANY BUYER, BE RELEASED FROM ITS OBLIGATIONS HEREUNDER AND UNDER
THE PROGRAM AGREEMENTS.
UNLESS OTHERWISE STATED IN THE ASSIGNMENT AND
ACCEPTANCE, SELLERS SHALL CONTINUE TO TAKE DIRECTIONS SOLELY FROM ADMINISTRATIVE
AGENT UNLESS OTHERWISE NOTIFIED BY ADMINISTRATIVE AGENT IN WRITING.
ADMINISTRATIVE AGENT MAY DISTRIBUTE TO ANY PROSPECTIVE ASSIGNEE ANY DOCUMENT OR
OTHER INFORMATION DELIVERED TO ADMINISTRATIVE AGENT BY SELLERS.
23.
SET-OFF
A.
IN ADDITION TO ANY RIGHTS AND REMEDIES OF BUYERS AND
ADMINISTRATIVE AGENT PROVIDED BY LAW, BUYERS AND ADMINISTRATIVE AGENT SHALL HAVE
THE RIGHT, WITHOUT PRIOR NOTICE TO SELLERS, ANY SUCH NOTICE BEING EXPRESSLY
WAIVED BY SELLERS TO THE EXTENT PERMITTED BY APPLICABLE LAW, UPON ANY AMOUNT
BECOMING DUE AND PAYABLE BY SELLERS HEREUNDER (WHETHER AT THE STATED MATURITY,
BY ACCELERATION OR OTHERWISE) TO SET-OFF AND APPROPRIATE AND APPLY AGAINST SUCH
AMOUNT ANY AND ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR