Common use of Obligations of the Sellers Clause in Contracts

Obligations of the Sellers. Each Seller agrees with the Underwriter, for the sole and exclusive benefit of the Underwriter, the Underwriters’ officers and directors and each person controlling the 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 Certificates from the Depositor, to indemnify and hold harmless the Underwriter against any failure by the Depositor to perform its obligations to the Underwriter hereunder, including, without limitation, any failure by the Depositor to honor any obligation to the Underwriter pursuant to Section 8 hereof. In the case of any claim against any Seller by the Underwriter, any officer or director of the Underwriter or any person controlling the 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, in accordance with its terms. Very truly yours, NYMT SECURITIES CORPORATION, as Depositor By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: COO The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: /s/ Xxxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxxxx Title: Authorized Signatory Agreed to as to Section 3 and Section 18: By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Secretary Reference is hereby made to that certain Underwriting Agreement, dated March [ ], 2006 (the “Underwriting Agreement”), by and among NYMT Securities Corporation, X.X. Xxxxxx Securities Inc.. The terms and conditions of this pricing supplement are deemed to be incorporated by reference into the Underwriting Agreement as if such terms and conditions were originally described in the Underwriting Agreement. Capitalized terms used herein and not otherwise defined have the meanings assigned in the Underwriting Agreement. By execution and delivery hereof, the parties hereto acknowledge that they agree to the terms described herein. This Pricing Supplement may be amended from time to time as provided in the Underwriting Agreement. To: NYMT Securities Corporation, as Depositor under the Pooling and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: NYMT Securities Corporation Mortgage-Backed Certificates, Series 200[ ]-[ ], Class [ ] Certificates Principal Amount: $[ ] (approximate) Terms of the Certificates: Certificate Ratings:

Obligations of the Sellers. Each Seller agrees with each of the UnderwriterUnderwriters, for the sole and exclusive benefit of the each such Underwriter, the Underwriters’ each such Underwriter’s officers and directors and each person controlling the 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 Certificates Notes from the Depositor, to indemnify and hold harmless the each Underwriter against any failure by the Depositor to perform its obligations to the Underwriter Underwriters hereunder, including, without limitation, any failure by the Depositor to honor any obligation to the any Underwriter pursuant to Section 8 7 hereof. In the case of any claim against any Seller by the any Underwriter, any officer or director of the any Underwriter or any person controlling the 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 UnderwriterUnderwriters, in accordance with its terms. Very truly yours, NYMT SECURITIES FIELDSTONE MORTGAGE INVESTMENT CORPORATION, as Depositor By: /s/ Xxxxxx Xxxxx Xxxx X. Xxxxxxx Name: Xxxxxx Xxxxx Xxxx X. Xxxxxxx Title: COO President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: /s/ Xxxx X. Xxxxxxx Xxxxxxxxxx Name: Xxxx X. Xxxxxxx Xxxxxxxxxx Title: Director By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Authorized Signatory XXXXXX BROTHERS INC. By: /s/ Xxxxxx X’Xxxx Name: Xxxxxx X’Xxxx Title: Managing Director X.X. XXXXXX SECURITIES INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Executive Director Agreed to as to Section 3 and Section 1817: By: /s/ Xxxx X. Xxxxxxx Xxxxx Name: Xxxx X. Xxxxxxx Xxxxx Title: Secretary Executive Vice President Reference is hereby made to that certain Underwriting Agreement, dated March [ ], 2006 2007 (the “Underwriting Agreement”), by and among NYMT Securities Fieldstone Mortgage Investment Corporation, Credit Suisse Securities (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Brothers Inc. and X.X. Xxxxxx Securities Inc.. Inc. The terms and conditions of this pricing supplement are deemed to be incorporated by reference into the Underwriting Agreement as if such terms and conditions were originally described in the Underwriting Agreement. Capitalized terms used herein and not otherwise defined have the meanings assigned in the Underwriting Agreement. By execution and delivery hereof, the parties hereto acknowledge that they agree to the terms described herein. This Pricing Supplement may be amended from time to time as provided in the Underwriting Agreement. To: NYMT Securities Fieldstone Mortgage Investment Corporation, as Depositor under the Pooling Transfer and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: NYMT Securities Fieldstone Mortgage Investment Corporation Mortgage-Backed Certificates, Series 200[ ]-[ ], Class [ ] Certificates Principal Amount: $[ ] (approximate) Terms of the CertificatesNotes: Certificate Class Original Principal/Notional Balance Note Rate Note Ratings:: Class of Notes [ ] [ ] [ ]

Obligations of the Sellers. Each Seller agrees with each of the UnderwriterUnderwriters, for the sole and exclusive benefit of the each such Underwriter, the Underwriters’ each such Underwriter’s officers and directors and each person controlling the 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 Certificates Notes from the Depositor, to indemnify and hold harmless the each Underwriter against any failure by the Depositor to perform its obligations to the Underwriter Underwriters hereunder, including, without limitation, any failure by the Depositor to honor any obligation to the any Underwriter pursuant to Section 8 7 hereof. In the case of any claim against any Seller by the any Underwriter, any officer or director of the any Underwriter or any person controlling the 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 UnderwriterUnderwriters, in accordance with its terms. Very truly yours, NYMT SECURITIES FIELDSTONE MORTGAGE INVESTMENT CORPORATION, as Depositor By: /s/ Xxxxxx Xxxxx Xxxx X. Xxxxxxx Name: Xxxxxx Xxxxx Xxxx X. Xxxxxxx Title: COO President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Managing Director By: /s/ Xxxxxxx Xxxxxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxxxxx Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxx Xxxxx Xxx Name: Xxxxx Xxxxx Xxx Title: Director By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory Agreed to as to Section 3 and Section 1817: By: /s/ Xxxx X. Xxxxxxx Xxxxx Name: Xxxx X. Xxxxxxx Xxxxx Title: Secretary Senior Vice President Reference is hereby made to that certain Underwriting Agreement, dated March [ ], 2006 (the “Underwriting Agreement”), by and among NYMT Securities among, Fieldstone Mortgage Investment Corporation, X.X. , Xxxxxx Brothers Inc., Credit Suisse Securities Inc.. (USA) LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. The terms and conditions of this pricing supplement are deemed to be incorporated by reference into the Underwriting Agreement as if such terms and conditions were originally described in the Underwriting Agreement. Capitalized terms used herein and not otherwise defined have the meanings assigned in the Underwriting Agreement. By execution and delivery hereof, the parties hereto acknowledge that they agree to the terms described herein. This Pricing Supplement may be amended from time to time as provided in the Underwriting Agreement. To: NYMT Securities Fieldstone Mortgage Investment Corporation, as Depositor under the Pooling Transfer and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: NYMT Securities Fieldstone Mortgage Investment Corporation Mortgage-Backed CertificatesNotes, Series 200[ ]-[ ], Class [ ] Certificates Notes Principal Amount: $[ ] (approximate) Terms of the CertificatesNotes: Certificate Note Ratings:

Obligations of the Sellers. Each Seller agrees with each of the UnderwriterUnderwriters, for the sole and exclusive benefit of the each such Underwriter, the Underwriters’ each such Underwriter’s officers and directors and each person controlling the 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 Certificates Notes from the Depositor, to indemnify and hold harmless the each Underwriter against any failure by the Depositor to perform its obligations to the Underwriter Underwriters hereunder, including, without limitation, any failure by the Depositor to honor any obligation to the any Underwriter pursuant to Section 8 7 hereof. In the case of any claim against any Seller by the any Underwriter, any officer or director of the any Underwriter or any person controlling the 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 UnderwriterUnderwriters, in accordance with its terms. Very truly yours, NYMT SECURITIES CORPORATION, as Depositor By: /s/ Xxxxxx Xxxxx Xxxx X. Xxxxxxx Name: Xxxxxx Xxxxx Xxxx X. Xxxxxxx Title: COO President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: /s/ Xxxxxxx Xxxxxxxxxx Xxxx Park Name: Xxxxxxx Xxxxxxxxxx Xxxx Park Title: Authorized Signatory Agreed to as to Section 3 and Section 18By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Director By: /s/ Xxxxxxx Xxxxx Xxxxxxx Name: Xxxxxxx Xxxxx Xxxxxxx Title: Secretary Senior Managing Director By: /s/ Xxxxx Xxxxxxxxxxx Name: Xxxxx Xxxxxxxxxxx Title: Managing Director By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Executive Vice President Reference is hereby made to that certain Underwriting Agreement, dated March [ ], 2006 (the “Underwriting Agreement”), by and among NYMT Securities among, Fieldstone Mortgage Investment Corporation, X.X. Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Credit Suisse Securities Inc.. (USA) LLC, Bear Xxxxxxx & Co. Inc., and Xxxxxx Brothers Inc. The terms and conditions of this pricing supplement are deemed to be incorporated by reference into the Underwriting Agreement as if such terms and conditions were originally described in the Underwriting Agreement. Capitalized terms used herein and not otherwise defined have the meanings assigned in the Underwriting Agreement. By execution and delivery hereof, the parties hereto acknowledge that they agree to the terms described herein. This Pricing Supplement may be amended from time to time as provided in the Underwriting Agreement. To: NYMT Securities Fieldstone Mortgage Investment Corporation, as Depositor under the Pooling Transfer and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: NYMT Securities Fieldstone Mortgage Investment Corporation Mortgage-Backed CertificatesNotes, Series 200[ ]-[ [], Class [ ] Certificates Notes Principal Amount: $[ ] (approximate) Terms of the CertificatesNotes: Certificate Note Ratings:

Obligations of the Sellers. Each Seller agrees with each of the UnderwriterUnderwriters, for the sole and exclusive benefit of the each such Underwriter, the Underwriters’ each such Underwriter’s officers and directors and each person controlling the 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 Certificates Notes from the Depositor, to indemnify and hold harmless the each Underwriter against any failure by the Depositor to perform its obligations to the Underwriter Underwriters hereunder, including, without limitation, any failure by the Depositor to honor any obligation to the any Underwriter pursuant to Section 8 7 hereof. In the case of any claim against any Seller by the any Underwriter, any officer or director of the any Underwriter or any person controlling the 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 UnderwriterUnderwriters, in accordance with its terms. Very truly yours, NYMT SECURITIES FIELDSTONE MORTGAGE INVESTMENT CORPORATION, as Depositor By: /s/ Xxxxxx Xxxxx Xxxx X. Xxxxxxx Name: Xxxxxx Xxxxx Xxxx X. Xxxxxxx Title: COO President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: /s/ Xxxxxxx Xxxxxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxxxxx Xxxxxxx Title: Senior Managing Director By: /s/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Director By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Authorized Signatory Agreed to as to Section 3 and Section 18: By: /s/ Xxxx X. Xxxxxxx Xxxxx Name: Xxxx X. Xxxxxxx Xxxxx Title: Secretary Senior Vice President Reference is hereby made to that certain Underwriting Agreement, dated March [ ]8, 2006 (the “Underwriting Agreement”), by and among NYMT Securities Fieldstone Mortgage Investment Corporation, X.X. Credit Suisse Securities (USA) LLC, Xxxxxx Securities Inc.. Brothers Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. The terms and conditions of this pricing supplement are deemed to be incorporated by reference into the Underwriting Agreement as if such terms and conditions were originally described in the Underwriting Agreement. Capitalized terms used herein and not otherwise defined have the meanings assigned in the Underwriting Agreement. By execution and delivery hereof, the parties hereto acknowledge that they agree to the terms described herein. This Pricing Supplement may be amended from time to time as provided in the Underwriting Agreement. To: NYMT Securities Fieldstone Mortgage Investment Corporation, as Depositor under the Pooling Transfer and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: NYMT Securities Fieldstone Mortgage Investment Corporation Mortgage-Backed CertificatesNotes, Series 200[ ]-[ ], Class [ ] Certificates Notes Principal Amount: $[ ] (approximate) Terms of the CertificatesNotes: Certificate Note Ratings: