Common use of Obligations of the Seller Clause in Contracts

Obligations of the Seller. The Seller agrees with the Representative and each of the Underwriters, for the sole and exclusive benefit of the Representative and each such Underwriter, the Representative and each such Underwriter's officers and directors and each person controlling the Representative and each such Underwriter within the meaning of the Act, and not for the benefit of any assignee thereof or any other person or persons dealing with such Underwriter as follows: in consideration of and as an inducement to their agreement to purchase the Series of Notes under the related Terms Agreement from the Depositor, to indemnify and hold harmless the Representative and each Underwriter against any failure by the Depositor to perform its obligations to the Representative and the Underwriters hereunder, including, without limitation, any failure by the Depositor to honor any obligation to the Representative or any Underwriter pursuant to Section 7 hereof. In the case of any claim against the Seller by the Representative or any Underwriter, any officer or director of the Representative or any Underwriter or any person controlling the Representative or any Underwriter, it shall not be necessary for such claimant to first pursue any remedy from or exhaust any procedures against the Depositor. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between the Depositor and the Underwriter, upon the Underwriter's execution of any related Terms Agreement, in accordance with its terms. Very truly yours, FIELDSTONE MORTGAGE INVESTMENT CORPORATION, as Depositor By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx --------------------------------- Name: Xxx Xxxxxxx Title: Authorized Signatory BEAR, XXXXXXX & CO. INC. By: /s/ Xxxxxxx Xxxxxxx -------------------------------- Name: Xxxxxxx Xxxxxxx Title: Senior Managing Director [Signature Page One to Fieldstone 2005-2 Underwriting Agreement] CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxx Xxxxxxxx --------------------------------- Name: Xxxxx Xxxxxxxx Title: Director XXXXXX BROTHERS INC. By: /s/ Xxxxx Xxxxxxxxxxx --------------------------------- Name: Xxxxx Xxxxxxxxxxx Title: Managing Director [Signature Page Two to Fieldstone 2005-2 Underwriting Agreement] Agreed to as to Section 19: FIELDSTONE INVESTMENT CORPORATION By: /s/ Xxxx X. Xxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxx Title: Senior Vice President [Signature Page Three to Fieldstone 2005-2 Underwriting Agreement] FORM OF TERMS AGREEMENT FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[_]-[_] MORTGAGE-BACKED NOTES, SERIES 200[_]-[_] TERMS AGREEMENT [____], 200[_] To: Fieldstone Mortgage Investment Corporation, as Depositor under the Transfer and Servicing Agreement dated as of [____], 200[_] Re: Underwriting Agreement dated as of [____], 200[_] Title: Fieldstone Mortgage Investment Corporation Mortgage-Backed Notes, Series 200[_]-[__], Class [_] Notes

Obligations of the Seller. The Seller agrees with the Representative and each of the Underwriters, for the sole and exclusive benefit of the Representative and each such Underwriter, the Representative and each such Underwriter's ’s officers and directors and each person controlling the Representative and each such Underwriter within the meaning of the Act, and not for the benefit of any assignee thereof or any other person or persons dealing with such Underwriter as follows: in consideration of and as an inducement to their agreement to purchase the Series of Notes under the related Terms Agreement from the Depositor, to indemnify and hold harmless the Representative and each Underwriter against any failure by the Depositor to perform its obligations to the Representative and the Underwriters hereunder, including, without limitation, any failure by the Depositor to honor any obligation to the Representative or any Underwriter pursuant to Section 7 hereof. In the case of any claim against the Seller by the Representative or any Underwriter, any officer or director of the Representative or any Underwriter or any person controlling the Representative or any Underwriter, it shall not be necessary for such claimant to first pursue any remedy from or exhaust any procedures against the Depositor. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between the Depositor and the Underwriter, upon the Underwriter's Representative’s execution of any related Terms this Agreement, in accordance with its terms. Very truly yours, FIELDSTONE MORTGAGE INVESTMENT CORPORATION, as Depositor By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx --------------------------------- Name: Xxx Xxxxxxx Title: Authorized Signatory BEAR, XXXXXXX & CO. INC. By: /s/ Xxxxxxx Xxxxxxx -------------------------------- Name: Xxxxxxx Xxxxxxx Title: Senior Managing Director [Signature Page One to Fieldstone 2005-2 Underwriting Agreement] CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxx Xxxxxxxx --------------------------------- Name: Xxxxx Xxxxxxxx Title: Director XXXXXX BROTHERS INC. By: /s/ Xxxxx Xxxxxxxxxxx --------------------------------- Name: Xxxxx Xxxxxxxxxxx Title: Managing Director [Signature Page Two to Fieldstone 2005-2 Underwriting Agreement] Agreed to as to Section 1918: FIELDSTONE INVESTMENT CORPORATION By: /s/ Xxxx X. Xxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxx Title: Senior Vice President [Signature Page Three to Fieldstone 2005-2 Underwriting Agreement] FORM OF TERMS AGREEMENT FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[_]-[_] MORTGAGE-BACKED NOTES, SERIES 200[_]-[_] TERMS AGREEMENT [____], 200[_] To: Fieldstone Mortgage Investment Corporation, as Depositor under the Transfer and Servicing Agreement dated as of [____[ ], 200[_[ ] Re: Underwriting Agreement dated as of [____[ ], 200[_[ ] Title: Fieldstone Mortgage Investment Corporation Mortgage-Backed Notes, Series 200[_]-[__200[ ]-[ ], Class [_[ ] NotesNotes Principal Amount: $[ ] (approximate)

Obligations of the Seller. The Seller agrees with the Representative and each of the UnderwritersUnderwriter, for the sole and exclusive benefit of the Representative and each such Underwriter, the Representative and each such Underwriter's ’s officers and directors and each person controlling the Representative and each such Underwriter within the meaning of the Act, and not for the benefit of any assignee thereof or any other person or persons dealing with such the Underwriter as follows: in consideration of and as an inducement to their agreement to purchase the Series of Notes under the related Terms Agreement from the Depositor, to indemnify and hold harmless the Representative and each Underwriter against any failure by the Depositor to perform its obligations to the Representative and the Underwriters hereunderUnderwriter, including, without limitation, any failure by the Depositor to honor any obligation to the Representative or any Underwriter pursuant to Section 7 hereof. In the case of any claim against the Seller by the Representative or any Underwriter, any officer or director of the Representative or any Underwriter or any person controlling the Representative or any Underwriter, it shall not be necessary for such claimant to first pursue any remedy from or exhaust any procedures against the Depositor. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between the Depositor and the Underwriter, upon the Underwriter's ’s execution of any related Terms Agreement, in accordance with its terms. Very truly yours, FIELDSTONE MORTGAGE INVESTMENT NYMT SECURITIES CORPORATION, as Depositor By: /s/ Xxxx XXXXX X. Xxxxxxx ------------------------------------ XXXX Name: Xxxxx X. Xxxx X. Xxxxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx --------------------------------- XXXXX X. XXXX Name: Xxx Xxxxx X. Xxxx Title: Director Agreed to as to Sections 7, 15 and 16: By: /s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Authorized Signatory BEAR, XXXXXXX & CO. INC. By: /s/ Xxxxxxx Xxxxxxx -------------------------------- Name: Xxxxxxx Xxxxxxx Title: Senior Managing Director [Signature Page One to Fieldstone 2005-2 Underwriting Agreement] CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxx Xxxxxxxx --------------------------------- Name: Xxxxx Xxxxxxxx Title: Director XXXXXX BROTHERS INC. By: /s/ Xxxxx Xxxxxxxxxxx --------------------------------- Name: Xxxxx Xxxxxxxxxxx Title: Managing Director [Signature Page Two to Fieldstone 2005-2 Underwriting Agreement] Chief Executive Officer Agreed to as to Section 197: FIELDSTONE INVESTMENT CORPORATION By: /s/ Xxxx XXXXX X. Xxxxxxx --------------------------------- XXXX Name: Xxxxx X. Xxxx X. Xxxxxxx Title: Senior Vice President [Signature Page Three to Fieldstone 2005Co-2 Underwriting Agreement] FORM OF TERMS AGREEMENT FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[_]-[_] MORTGAGE-BACKED NOTES, SERIES 200[_]-[_] TERMS AGREEMENT [____Chief Executive Officer [ ], 200[_[ ] To: Fieldstone Mortgage Investment NYMT Securities Corporation, as Depositor under the Transfer and Servicing Agreement dated as of [____[ ], 200[_[ ] Re: Underwriting Agreement dated as of [____[ ], 200[_[ ] Title: Fieldstone New York Mortgage Investment Corporation Trust, Mortgage-Backed Notes, Series 200[_]-[__200[ ]-[ ], Class [_[ ] NotesNotes Principal Amount: $[ ] (approximate)

Obligations of the Seller. The Seller agrees with the Representative and each of the Underwriters, for the sole and exclusive benefit of the Representative and each such Underwriter, the Representative and each such Underwriter's ’s officers and directors and each person controlling the Representative and each such Underwriter within the meaning of the Act, and not for the benefit of any assignee thereof or any other person or persons dealing with such Underwriter as follows: in consideration of and as an inducement to their agreement to purchase the Series of Notes under the related Terms Agreement from the Depositor, to indemnify and hold harmless the Representative and each Underwriter against any failure by the Depositor to perform its obligations to the Representative and the Underwriters hereunder, including, without limitation, any failure by the Depositor to honor any obligation to the Representative or any Underwriter pursuant to Section 7 hereof. In the case of any claim against the Seller by the Representative or any Underwriter, any officer or director of the Representative or any Underwriter or any person controlling the Representative or any Underwriter, it shall not be necessary for such claimant to first pursue any remedy from or exhaust any procedures against the Depositor. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between the Depositor and the Underwriter, upon the Underwriter's ’s execution of any related Terms Agreement, in accordance with its terms. Very truly yours, FIELDSTONE MORTGAGE INVESTMENT CORPORATION, as Depositor By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx --------------------------------- Name: Xxx Xxxxxxx Title: Authorized Signatory BEAR, XXXXXXX & CO. INC. By: /s/ Xxxxxxx Xxxxxxx -------------------------------- Name: Xxxxxxx Xxxxxxx Title: Senior Managing Director [Signature Page One to Fieldstone 2005-2 Underwriting Agreement] CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxx Xxxxxxxx --------------------------------- Name: Xxxxx Xxxxxxxx Title: Director XXXXXX BROTHERS INC. By: /s/ Xxxxx Xxxxxxxxxxx --------------------------------- Name: Xxxxx Xxxxxxxxxxx Title: Managing Director [Signature Page Two to Fieldstone 2005-2 Underwriting Agreement] Agreed to as to Section 19: FIELDSTONE INVESTMENT CORPORATION By: /s/ Xxxx X. Xxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxx Title: Senior Vice President [Signature Page Three to Fieldstone 2005-2 Underwriting Agreement] FORM OF TERMS AGREEMENT FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[_]-[_] MORTGAGE-BACKED NOTES, SERIES 200[_]-[_] TERMS AGREEMENT [____], 200[_] To: Fieldstone Mortgage Investment Corporation, as Depositor under the Transfer and Servicing Agreement dated as of [____[ ], 200[_[ ] Re: Underwriting Agreement dated as of [____[ ], 200[_[ ] Title: Fieldstone Mortgage Investment Corporation Mortgage-Backed Notes, Series 200[_]-[__200[ ]-[ ], Class [_[ ] NotesNotes Principal Amount: $[ ] (approximate)

Obligations of the Seller. The Seller agrees with the Representative and each of the Underwriters, for the sole and exclusive benefit of the Representative and each such Underwriter, the Representative and each such Underwriter's ’s officers and directors and each person controlling the Representative and each such Underwriter within the meaning of the Act, and not for the benefit of any assignee thereof or any other person or persons dealing with such Underwriter as follows: in consideration of and as an inducement to their agreement to purchase the Series of Notes under the related Terms Agreement Certificates from the Depositor, to indemnify and hold harmless the Representative and each Underwriter against any failure by the Depositor to perform its obligations to the Representative and the Underwriters hereunder, including, without limitation, any failure by the Depositor to honor any obligation to the Representative or any Underwriter pursuant to Section 7 hereof. In the case of any claim against the Seller by the Representative or any Underwriter, any officer or director of the Representative or any Underwriter or any person controlling the Representative or any Underwriter, it shall not be necessary for such claimant to first pursue any remedy from or exhaust any procedures against the Depositor. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between the Depositor and the Underwriter, upon the Underwriter's Representative’s execution of any related Terms this Agreement, in accordance with its terms. Very truly yours, FIELDSTONE MORTGAGE INVESTMENT CORPORATIONLLC, as Depositor By: /s/ Xxxx X. Xxxxxxx ------------------------------------ Name: Xxxx X. Xxxxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx --------------------------------- Name: Xxx Xxxxxxx Name Title: Authorized Signatory BEAR, XXXXXXX & CO. INC. By: /s/ Xxxxxxx Xxxxxxx -------------------------------- Name: Xxxxxxx Xxxxxxx Title: Senior Managing Director [Signature Page One to Fieldstone 2005-2 Underwriting Agreement] CREDIT SUISSE FIRST BOSTON LLC By: /s/ Xxxxx Xxxxxxxx --------------------------------- Name: Xxxxx Xxxxxxxx Title: Director XXXXXX BROTHERS INC. By: /s/ Xxxxx Xxxxxxxxxxx --------------------------------- Name: Xxxxx Xxxxxxxxxxx Title: Managing Director [Signature Page Two to Fieldstone 2005-2 Underwriting Agreement] Agreed to as to Section 19: FIELDSTONE INVESTMENT CORPORATION By: /s/ Xxxx X. Xxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxx Title: Senior Vice President [Signature Page Three to Fieldstone 2005-2 Underwriting Agreement] FORM OF TERMS AGREEMENT FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[_]-[_] MORTGAGE-BACKED NOTES, SERIES 200[_]-[_] TERMS AGREEMENT [____], 200[_] Schedule I To: Fieldstone SunTrust Mortgage Investment CorporationSecuritization, LLC, as Depositor under the Transfer Pooling and Servicing Agreement dated as of [____[ ], 200[_[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: SunTrust Mortgage [__________], 200[_] Title: Fieldstone Mortgage Investment Corporation Mortgage-Backed NotesPass-Through Certificates, Series 200[_]-[__200[ ]-[ ], Class [_[ ] NotesCertificates Principal Amount: $[ ] (approximate)