WITH SELLERS WRITTEN AMENDMENTS,
SUPPLEMENTS OR MODIFICATIONS HERETO AND TO THE OTHER PROGRAM AGREEMENTS FOR THE
PURPOSE OF ADDING ANY PROVISIONS TO THIS AGREEMENT OR THE OTHER PROGRAM
AGREEMENTS OR CHANGING IN ANY MANNER THE RIGHTS OF BUYERS OR OF SELLERS
HEREUNDER OR THEREUNDER OR (II) WAIVE, ON SUCH TERMS AND CONDITIONS AS THE
REQUIRED COMMITTED BUYERS OR THE ADMINISTRATIVE AGENT, AS THE CASE MAY BE, MAY
SPECIFY IN SUCH INSTRUMENT, ANY OF THE REQUIREMENTS OF THIS AGREEMENT OR THE
OTHER PROGRAM AGREEMENTS OR ANY EVENT OF DEFAULT AND ITS CONSEQUENCES; PROVIDED,
HOWEVER, THAT NO SUCH WAIVER AND NO SUCH AMENDMENT, SUPPLEMENT OR MODIFICATION
SHALL (I) REDUCE THE AMOUNT OR EXTEND THE SCHEDULED REPURCHASE DATE OR OF ANY
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INSTALLMENT THEREOF, OR REDUCE THE STATED RATE OF ANY PRICE DIFFERENTIAL OR ANY
FEE PAYABLE HEREUNDER OR EXTEND THE SCHEDULED DATE OF ANY PAYMENT THEREOF, OR
MODIFY OR INCREASE THE TYPES OF MORTGAGE LOANS ELIGIBLE FOR A TRANSACTION
HEREUNDER, IN EACH CASE WITHOUT THE CONSENT OF EACH BUYER AFFECTED THEREBY, OR
(II) AMEND, MODIFY OR WAIVE ANY PROVISION OF THIS SECTION 44 OR AMEND THE
DEFINITIONS OF "PRICING RATE", "PURCHASE PRICE PERCENTAGE", "ASSET VALUE", OR
REDUCE THE PERCENTAGE SPECIFIED IN THE DEFINITION OF REQUIRED COMMITTED BUYERS,
OR CONSENT TO THE ASSIGNMENT OR TRANSFER BY THE SELLERS OF ANY OF THEIR RIGHTS
AND OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER PROGRAM AGREEMENT, OR RELEASE
OR SUBORDINATE THE INTERESTS OF THE ADMINISTRATIVE AGENT OR ANY BUYER IN THE
PURCHASED MORTGAGE LOANS, IN EACH CASE WITHOUT THE WRITTEN CONSENT OF ALL THE
BUYERS.
ANY SUCH WAIVER AND ANY SUCH AMENDMENT, SUPPLEMENT OR MODIFICATION
SHALL APPLY EQUALLY TO EACH OF THE BUYERS AND SHALL BE BINDING UPON SELLERS, THE
BUYERS, THE ADMINISTRATIVE AGENT AND ALL FUTURE HOLDERS OF PURCHASED MORTGAGE
LOANS AND THE INTERESTS.
IN THE CASE OF ANY WAIVER, SELLERS, THE BUYERS, AND
THE ADMINISTRATIVE AGENT SHALL BE RESTORED TO THEIR FORMER POSITIONS AND RIGHTS
HEREUNDER AND UNDER THE OTHER PROGRAM AGREEMENTS, AND ANY EVENT OF DEFAULT
WAIVED SHALL BE DEEMED TO BE CURED AND NOT CONTINUING; BUT NO SUCH WAIVER SHALL
EXTEND TO ANY SUBSEQUENT OR OTHER EVENT OF DEFAULT OR IMPAIR ANY RIGHT
CONSEQUENT THEREON.
[Signature Page Follows]
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IN WITNESS WHEREOF, each party has caused its name to be signed hereto by its
respective officers thereunto duly authorized as of the date first above
written.
FIELDSTONE MORTGAGE COMPANY,
as Seller
By:
Name:
Title:
FIELDSTONE INVESTMENT CORPORATION,
as Seller
By:
Name:
Title:
CREDIT SUISSE, NEW YORK BRANCH, as Administrative
Agent
By:
Name:
Title:
By:
Name:
Title:
The Alpine Lending Group:
ALPINE SECURITIZATION CORP.,
as a Conduit Buyer
By:
Name:
Title:
By:
Name:
Title:
CREDIT SUISSE, NEW YORK BRANCH, individually and
as a Committed Buyer
By:
Name:
Title:
By:
Name:
Title:
SCHEDULE 1
REPRESENTATIONS AND WARRANTIES WITH RESPECT TO PURCHASED MORTGAGE LOANS
With respect to those representations and warranties which are made to the best
of each Seller's knowledge, if it is discovered by the Sellers, the Buyers or