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 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 Representative’s execution of this Agreement, in accordance with its terms. Very truly yours, SUNTRUST MORTGAGE SECURITIZATION, LLC, as Depositor By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [REPRESENTATIVE OF THE UNDERWRITERS] By: Name Title: Authorized Signatory Schedule I SUNTRUST MORTGAGE SECURITIZATION, LLC SUNTRUST MORTGAGE [____________________] TRUST, SERIES 200[ ]-[ ] SUNTRUST [_____________] MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] To: SunTrust Mortgage Securitization, LLC, as Depositor under the Pooling and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: SunTrust Mortgage [__________], Mortgage-Backed Pass-Through Certificates, Series 200[ ]-[ ], Class [ ] Certificates 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 Securities 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 Underwritten 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 Sections 8 and 14 (with respect to the survival of indemnities) 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 proceedings against the Depositor. If the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Depositor, the Seller and the Underwriters, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between indicate your acceptance in the Depositor and space provided for the Underwriter, upon the Representative’s execution of this Agreement, in accordance with its termspurpose below. Very truly yours, SUNTRUST BOARDWALK MORTGAGE SECURITIZATION, LLC, as Depositor SECURITIES INC. By: ------------------------------ Name: Title: The foregoing Agreement is hereby confirmed and accepted AMERIQUEST MORTGAGE COMPANY By: ------------------------------ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written. [REPRESENTATIVE OF THE UNDERWRITERS] By: Name Title: Authorized Signatory Schedule I SUNTRUST MORTGAGE SECURITIZATION, LLC SUNTRUST MORTGAGE [____________________] TRUST, SERIES 200[ ]-[ ] SUNTRUST [_____________] MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] Toacting on its own behalf and as Representative -------- of the several Underwriters referred to in the foregoing Agreement By: SunTrust Mortgage Securitization, LLC, as Depositor under the Pooling and Servicing Agreement dated as of [ ], 200[ ] Re--------------------------- Name: Underwriting Agreement dated as of [ ], 200[ ] Title: SunTrust Mortgage [__________], Mortgage-Backed Pass-Through Certificates, Series 200[ ]-[ ], Class [ ] Certificates Principal Amount: $[ ] (approximate)SCHEDULE A EXHIBIT A

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 Securities 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 Underwritten 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 Sections 8 and 14 (with respect to the survival of indemnities) 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 proceedings against the Depositor. If the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Depositor, the Seller and the Underwriters, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between indicate your acceptance in the Depositor and space provided for the Underwriter, upon the Representative’s execution of this Agreement, in accordance with its termspurpose below. Very truly yours, SUNTRUST MORTGAGE SECURITIZATION, LLC, as Depositor ARGENT SECURITIES INC. By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: The foregoing Agreement is hereby confirmed and accepted CFO AMERIQUEST MORTGAGE COMPANY By: /s/ Xxxx X. Xxxxxx Name: Xxxx X. Xxxxxx Title: EVP CONFIRMED AND ACCEPTED, as of the date first above written. [REPRESENTATIVE OF THE UNDERWRITERS] : XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED, as Representative of the several Underwriters By: Name /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory Schedule I SUNTRUST MORTGAGE SECURITIZATIONGREENWICH CAPITAL MARKETS, LLC SUNTRUST MORTGAGE [____________________] TRUST, SERIES 200[ ]-[ ] SUNTRUST [_____________] MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] To: SunTrust Mortgage Securitization, LLCINC., as an Underwriter By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: SVP SCHEDULE A Underwriters Principal Amount Proceeds to the Depositor Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Class A-1 $420,571,500.00 99.8800% Class A-2A $130,732,200.00 99.8500% Class A-2B $ 62,704,200.00 99.8500% Class A-2C $ 80,720,100.00 99.8500% Class A-2D $ 29,772,000.00 99.8500% Class M-1 $ 31,500,000.00 99.8500% Class M-2 $ 27,900,000.00 99.8500% Class M-3 $ 16,650,000.00 99.8500% Class M-4 $ 15,300,000.00 99.8500% Class M-5 $ 14,400,000.00 99.8500% Class M-6 $ 13,500,000.00 99.8500% Class M-7 $ 12,150,000.00 99.8500% Class M-8 $ 9,900,000.00 99.8500% Class M-9 $ 6,750,000.00 99.8500% Class M-10 $ 9,000,000.00 84.2439% Credit Suisse Securities (USA) LLC Class A-1 $420,571,500.00 99.8800% Class A-2A $130,732,200.00 99.8500% Class A-2B $ 62,704,200.00 99.8500% Class A-2C $ 80,720,100.00 99.8500% Class A-2D $ 29,772,000.00 99.8500% Class M-1 $ 31,500,000.00 99.8500% Class M-2 $ 27,900,000.00 99.8500% Class M-3 $ 16,650,000.00 99.8500% Class M-4 $ 15,300,000.00 99.8500% Class M-5 $ 14,400,000.00 99.8500% Class M-6 $ 13,500,000.00 99.8500% Class M-7 $ 12,150,000.00 99.8500% Class M-8 $ 9,900,000.00 99.8500% Class M-9 $ 6,750,000.00 99.8500% Class M-10 $ 9,000,000.00 Deutsche Bank Securities Inc. Class A-1 $420,571,500.00 99.8800% Class A-2A $130,732,200.00 99.8500% Class A-2B $ 62,704,200.00 99.8500% Class A-2C $ 80,720,100.00 99.8500% Class A-2D $ 29,772,000.00 99.8500% Class M-1 $ 31,500,000.00 99.8500% Class M-2 $ 27,900,000.00 99.8500% Class M-3 $ 16,650,000.00 99.8500% Class M-4 $ 15,300,000.00 99.8500% Class M-5 $ 14,400,000.00 99.8500% Class M-6 $ 13,500,000.00 99.8500% Class M-7 $ 12,150,000.00 99.8500% Class M-8 $ 9,900,000.00 99.8500% Class M-9 $ 6,750,000.00 99.8500% Class M-10 $ 9,000,000.00 Xxxxxx Brothers Inc. Class A-1 $ 70,095,250.00 99.8800% Class A-2A $ 21,788,700.00 99.8500% Class A-2B $ 10,450,700.00 99.8500% Class A-2C $ 13,453,350.00 99.8500% Class A-2D $ 4,962,000.00 99.8500% Class M-1 $ 5,250,000.00 99.8500% Class M-2 $ 4,650,000.00 99.8500% Class M-3 $ 2,775,000.00 99.8500% Class M-4 $ 2,550,000.00 99.8500% Class M-5 $ 2,400,000.00 99.8500% Class M-6 $ 2,250,000.00 99.8500% Class M-7 $ 2,025,000.00 99.8500% Class M-8 $ 1,650,000.00 99.8500% Class M-9 $ 1,125,000.00 99.8500% Class M-10 $ 1,500,000.00 Greenwich Capital Markets, Inc. Class A-1 $ 70,095,250.00 99.8800% Class A-2A $ 21,788,700.00 99.8500% Class A-2B $ 10,450,700.00 99.8500% Class A-2C $ 13,453,350.00 99.8500% Class A-2D $ 4,962,000.00 99.8500% Class M-1 $ 5,250,000.00 99.8500% Class M-2 $ 4,650,000.00 99.8500% Class M-3 $ 2,775,000.00 99.8500% Class M-4 $ 2,550,000.00 99.8500% Class M-5 $ 2,400,000.00 99.8500% Class M-6 $ 2,250,000.00 99.8500% Class M-7 $ 2,025,000.00 99.8500% Class M-8 $ 1,650,000.00 99.8500% Class M-9 $ 1,125,000.00 99.8500% Class M-10 $ 1,500,000.00 EXHIBIT A Underwriters’ Information Underwriters Original Certificate Principal Balance of the Class A-1 Certificates ($) Original Certificate Principal Balance of the Class A-2A Certificates ($) Original Certificate Principal Balance of the Class A-2B Certificates ($) Original Certificate Principal Balance of the Class A-2C Certificates ($) Original Certificate Principal Balance of the Class A-2D Certificates ($) Original Certificate Principal Balance of the Class M-1 Certificates ($) Original Certificate Principal Balance of the Class M-2 Certificates ($) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 420,571,500 $ 130,732,200 $ 62,704,200 $ 80,720,100 $ 29,772,000 $ 31,500,000 $ 27,900,000 Credit Suisse Securities (USA) LLC $ 420,571,500 $ 130,732,200 $ 62,704,200 $ 80,720,100 $ 29,772,000 $ 31,500,000 $ 27,900,000 Deutsche Bank Securities Inc. $ 420,571,500 $ 130,732,200 $ 62,704,200 $ 80,720,100 $ 29,772,000 $ 31,500,000 $ 27,900,000 Xxxxxx Brothers Inc. $ 70,095,250 $ 21,788,700 $ 10,450,700 $ 13,453,350 $ 4,962,000 $ 5,250,000 $ 4,650,000 Greenwich Capital Markets, Inc. $ 70,095,250 $ 21,788,700 $ 10,450,700 $ 13,453,350 $ 4,962,000 $ 5,250,000 $ 4,650,000 Underwriters Original Certificate Principal Balance of the Class M-3 Certificates ($) Original Certificate Principal Balance of the Class M-4 Certificates ($) Original Certificate Principal Balance of the Class M-5 Certificates ($) Original Certificate Principal Balance of the Class M-6 Certificates ($) Original Certificate Principal Balance of the Class M-7 Certificates ($) Original Certificate Principal Balance of the Class M-8 Certificates ($) Original Certificate Principal Balance of the Class M-9 Certificates ($) Original Certificate Principal Balance of the Class M-10 Certificates ($) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated $ 16,650,000 $ 15,300,000 $ 14,400,000 $ 13,500,000 $ 12,150,000 $ 9,900,000 $ 6,750,000 $ 9,000,000 Credit Suisse Securities (USA) LLC $ 16,650,000 $ 15,300,000 $ 14,400,000 $ 13,500,000 $ 12,150,000 $ 9,900,000 $ 6,750,000 $ 9,000,000 Deutsche Bank Securities Inc. $ 16,650,000 $ 15,300,000 $ 14,400,000 $ 13,500,000 $ 12,150,000 $ 9,900,000 $ 6,750,000 $ 9,000,000 Xxxxxx Brothers Inc. $ 2,775,000 $ 2,550,000 $ 2,400,000 $ 2,250,000 $ 2,025,000 $ 1,650,000 $ 1,125,000 $ 1,500,000 Greenwich Capital Markets, Inc. $ 2,775,000 $ 2,550,000 $ 2,400,000 $ 2,250,000 $ 2,025,000 $ 1,650,000 $ 1,125,000 $ 1,500,000 The Depositor has been advised by the Underwriters that they propose initially to offer the Offered Certificates of each class to the public at the offering price set forth on the cover page and to certain dealers at such price less a selling concession, not in excess of the percentage set forth in the table below of the Certificate Principal Balance of the related class of Offered Certificates. The Underwriters may allow and such dealers may reallow a reallowance discount, not in excess of the percentage set forth in the table below of the Certificate Principal Balance of the related class of Offered Certificates, to certain other dealers. After the initial public offering, the public offering prices, such concessions and such discounts may be changed. Class of Certificates Selling Concession Reallowance Discount Class A-1 0.0720% 0.0360% Class A-2A 0.0900% 0.0450% Class A-2B 0.0900% 0.0450% Class A-2C 0.0900% 0.0450% Class A-2D 0.0900% 0.0450% Class M-1 0.0900% 0.0450% Class M-2 0.0900% 0.0450% Class M-3 0.0900% 0.0450% Class M-4 0.0900% 0.0450% Class M-5 0.0900% 0.0450% Class M-6 0.0900% 0.0450% Class M-7 0.0900% 0.0450% Class M-8 0.0900% 0.0450% Class M-9 0.0900% 0.0450% Class M-10 0.0900% 0.0450% Until the distribution of the Offered Certificates is completed, rules of the Securities and Exchange Commission may limit the ability of the Underwriters and certain selling group members to bid for and purchase the Offered Certificates. As an exception to these rules, the Underwriters are permitted to engage in certain transactions that stabilize the price of the Offered Certificates. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Offered Certificates. In general, purchases of a security for the purpose of stabilization or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases. Neither the Depositor nor any of the Underwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of the Offered Certificates. In addition, neither the Depositor nor any of the Underwriters makes any representation that the Underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice. The Offered Certificates are offered subject to receipt and acceptance by the Underwriters, to prior sale and to each Underwriter’s right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice. It is expected that delivery of the Offered Certificates will be made through the facilities of DTC, Clearstream and the Euroclear System on or about the Closing Date. The Offered Certificates will be offered in Europe and the United States of America. The Underwriting Agreement provides that the Depositor and the Seller will indemnify each Underwriter against certain civil liabilities, including liabilities under the Pooling and Servicing Agreement dated Securities Act of 1933, as of [ ]amended, 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: SunTrust Mortgage [__________], Mortgage-Backed Pass-Through Certificates, Series 200[ ]-[ ], Class [ ] Certificates Principal Amount: $[ ] (approximate)or will contribute to payments an Underwriter may be required to make in respect thereof.

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 Securities 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 Underwritten 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 Sections 8 and 14 (with respect to the survival of indemnities) 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 proceedings against the Depositor. If the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Depositor, the Seller and the Underwriters, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between indicate your acceptance in the Depositor and space provided for the Underwriter, upon the Representative’s execution of this Agreement, in accordance with its termspurpose below. Very truly yours, SUNTRUST MORTGAGE SECURITIZATION, LLC, as Depositor ARGENT SECURITIES INC. By: ---------------------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted AMERIQUEST MORTGAGE COMPANY By: ---------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written. [REPRESENTATIVE OF THE UNDERWRITERS] By: Name Title: Authorized Signatory Schedule I SUNTRUST MORTGAGE SECURITIZATION, LLC SUNTRUST MORTGAGE [____________________] TRUST, SERIES 200[ ]-[ ] SUNTRUST [_____________] MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] To: SunTrust Mortgage Securitization, LLC, as Depositor under the Pooling and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: SunTrust Mortgage [__________], Mortgage-Backed Pass-Through Certificates, Series 200[ ]-[ ], Class [ ] Certificates Principal Amountacting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement By: $[ ] (approximate)----------------------------------------- Name: Title: SCHEDULE A EXHIBIT A UNDERWRITERS' INFORMATION

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 Certificates Notes 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 Representative’s execution of this Agreement, in accordance with its terms. Very truly yours, SUNTRUST FIELDSTONE MORTGAGE SECURITIZATION, LLCINVESTMENT CORPORATION, as Depositor By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [REPRESENTATIVE OF THE UNDERWRITERS] By: Name Name: Title: Authorized Signatory [Signature Page One to Fieldstone 200[]-[] Underwriting Agreement] Agreed to as to Section 18: FIELDSTONE INVESTMENT CORPORATION By: Name: Title: Schedule I SUNTRUST FIELDSTONE MORTGAGE SECURITIZATION, LLC SUNTRUST INVESTMENT CORPORATION FIELDSTONE MORTGAGE [____________________] INVESTMENT TRUST, SERIES 200[ ]-[ ] SUNTRUST [_____________] MORTGAGE-BACKED PASS-THROUGH CERTIFICATESNOTES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] To: SunTrust Fieldstone Mortgage Securitization, LLCInvestment Corporation, as Depositor under the Pooling Transfer and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: SunTrust Fieldstone Mortgage [__________], Investment Corporation Mortgage-Backed Pass-Through CertificatesNotes, Series 200[ ]-[ ], Class [ ] Certificates Notes 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 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 Certificates 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 RepresentativeUnderwriter’s execution of this any related Terms Agreement, in accordance with its terms. Very truly yours, SUNTRUST FIELDSTONE MORTGAGE SECURITIZATION, LLCINVESTMENT 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. [REPRESENTATIVE OF THE UNDERWRITERS] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: Name /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Authorized Signatory Schedule I SUNTRUST BEAR, XXXXXXX & CO. INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Senior Managing Director 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 Agreed to as to Section 19: FIELDSTONE INVESTMENT CORPORATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Senior Vice President FORM OF TERMS AGREEMENT FIELDSTONE MORTGAGE SECURITIZATION, LLC SUNTRUST INVESTMENT CORPORATION FIELDSTONE MORTGAGE [____________________] INVESTMENT TRUST, SERIES 200[ ]-[ ] SUNTRUST [_____________] MORTGAGE-BACKED PASS-THROUGH CERTIFICATESNOTES, SERIES 200[ ]-[ ] SUMMARY OF TERMS AGREEMENT [ ], 200[ ] To: SunTrust Fieldstone Mortgage Securitization, LLCInvestment Corporation, as Depositor under the Pooling Transfer and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: SunTrust Fieldstone Mortgage [__________], Investment Corporation Mortgage-Backed Pass-Through CertificatesNotes, Series 200[ ]-[ ], Class [ ] Certificates Notes 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 Securities 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 Underwritten 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 Sections 8 and 14 (with respect to the survival of indemnities) 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 proceedings against the Depositor. If the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Depositor, the Seller and the Underwriters, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between indicate your acceptance in the Depositor and space provided for the Underwriter, upon the Representative’s execution of this Agreement, in accordance with its termspurpose below. Very truly yours, SUNTRUST AMERIQUEST MORTGAGE SECURITIZATION, LLC, as Depositor SECURITIES INC. By: ---------------------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted AMERIQUEST MORTGAGE COMPANY By: ---------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written. [REPRESENTATIVE OF THE UNDERWRITERS] By: Name Title: Authorized Signatory Schedule I SUNTRUST MORTGAGE SECURITIZATION, LLC SUNTRUST MORTGAGE [____________________] TRUST, SERIES 200[ ]-[ ] SUNTRUST [_____________] MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] To: SunTrust Mortgage Securitization, LLC, as Depositor under the Pooling and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: SunTrust Mortgage [__________], Mortgage-Backed Pass-Through Certificates, Series 200[ ]-[ ], Class [ ] Certificates Principal Amountacting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement By: $[ ] (approximate)----------------------------------------- Name: Title: SCHEDULE A EXHIBIT A UNDERWRITERS' INFORMATION

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 Securities 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 Underwritten 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 Sections 8 and 14 (with respect to the survival of indemnities) 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 proceedings against the Depositor. If the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Depositor, the Seller and the Underwriters, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between indicate your acceptance in the Depositor and space provided for the Underwriter, upon the Representative’s execution of this Agreement, in accordance with its termspurpose below. Very truly yours, SUNTRUST MORTGAGE SECURITIZATION, LLC, as Depositor ARGENT SECURITIES INC. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted AMERIQUEST MORTGAGE COMPANY By: Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written. [REPRESENTATIVE OF THE UNDERWRITERS] By: Name Title: Authorized Signatory Schedule I SUNTRUST MORTGAGE SECURITIZATION, LLC SUNTRUST MORTGAGE [____________________] TRUST, SERIES 200[ ]-[ ] SUNTRUST [_____________] MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] To: SunTrust Mortgage Securitization, LLC, as Depositor under the Pooling and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: SunTrust Mortgage [__________], Mortgage-Backed Pass-Through Certificates, Series 200[ ]-[ ], Class [ ] Certificates 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 officers and directors and each person controlling the Representative and each such Underwriter within the meaning of the Securities 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 Underwritten [Certificates][Notes] 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 Sections 7, 8 and 14 (with respect to the survival of indemnities) 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 proceedings against the Depositor. If the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Depositor, the Seller and the Underwriters, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between indicate your acceptance in the Depositor and space provided for the Underwriter, upon the Representative’s execution of this Agreement, in accordance with its termspurpose below. Very truly yours, SUNTRUST MORTGAGE SECURITIZATION, LLC, as Depositor SAXON ASSET SECURITIES COMPANY By: Name: Title: The foregoing Agreement is hereby confirmed and accepted CONFIRMED AND ACCEPTED, as of the date first above written. [REPRESENTATIVE OF THE UNDERWRITERS: [ ], acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement By: Name: Title: Accepted and agreed for purposes of Section 19 above, [ ] By: Name Name: Title: Authorized Signatory Schedule I SUNTRUST MORTGAGE SECURITIZATION, LLC SUNTRUST MORTGAGE [____________________] TRUST, SERIES 200[ ]-[ ] SUNTRUST [_____________] MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] To: SunTrust Mortgage Securitization, LLC, as Depositor under the Pooling and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: SunTrust Mortgage [__________], Mortgage-Backed Pass-Through Certificates, Series 200[ ]-[ ], SCHEDULE A Class [ ] Certificates Principal Amount: [ ] [ ] [ ] [ ] [ ] $[ ] (approximate)$[ ] $[ ] $[ ] $[ ] [ ] $[ ] $[ ] $[ ] $[ ] $[ ] Class Purchase Price [ ] [ ]% [ ] [ ]% EXHIBIT A Underwriters’ Information

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 Securities 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 Offered [Certificates/Notes] 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 8 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 correctly sets forth the agreement between the Depositor and the UnderwriterUnderwriters, upon please indicate your acceptance in the Representative’s execution of this Agreement, in accordance with its termsspace provided for the purpose below. Very truly yours, SUNTRUST MORTGAGE SECURITIZATION, LLC, as Depositor NAMCO SECURITIES CORP. By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [REPRESENTATIVE OF THE UNDERWRITERS] By: Name Title: Authorized Signatory Schedule I SUNTRUST MORTGAGE SECURITIZATION, LLC SUNTRUST MORTGAGE [:____________________] TRUST, SERIES 200[ ]-[ ] SUNTRUST [_____________] MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] To____ Name: SunTrust Mortgage Securitization, LLC, as Depositor under the Pooling and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: SunTrust Mortgage [SOLELY WITH RESPECT TO SECTION 19 [SELLER] By:__________]___________________________ Name: Title: CONFIRMED AND ACCEPTED, Mortgage-Backed Pass-Through as of the date first above written: [UNDERWRITER] Acting on its own behalf and as Representative of the Several Underwriters referred to in the foregoing Agreement By:_____________________________________ Name: Title: SCHEDULE A Offered [Certificates, Series 200[ ]-[ ], Class [ /Notes] Certificates Underwriting Underwriters Principal Amount: $[ ] (approximate)Amount Discount ------------ ---------------- -------- $ % $ % $ %

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 Securities 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 Underwritten 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 Sections 8 and 14 (with respect to the survival of indemnities) 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 proceedings against the Depositor. If the foregoing is in accordance with your understanding of our agreementcorrectly sets forth the agreement among the Depositor, the Seller and the Underwriters, please sign and return to us a counterpart hereof, whereupon, it will become a binding agreement between indicate your acceptance in the Depositor and space provided for the Underwriter, upon the Representative’s execution of this Agreement, in accordance with its termspurpose below. Very truly yours, SUNTRUST MORTGAGE SECURITIZATIONPARK PLACE SECURITIES, LLC, as Depositor INC. By: ------------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted AMERIQUEST MORTGAGE COMPANY By: ------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written. [REPRESENTATIVE OF THE UNDERWRITERS] By: Name Title: Authorized Signatory Schedule I SUNTRUST MORTGAGE SECURITIZATION, LLC SUNTRUST MORTGAGE [____________________] TRUST, SERIES 200[ ]-[ ] SUNTRUST [_____________] MORTGAGE-BACKED PASS-THROUGH CERTIFICATES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] To: SunTrust Mortgage Securitization, LLC, as Depositor under the Pooling and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: SunTrust Mortgage [__________], Mortgage-Backed Pass-Through Certificates, Series 200[ ]-[ ], Class [ ] Certificates Principal Amountacting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement By: $[ ] (approximate)------------------------------------------- Name: Title: SCHEDULE A EXHIBIT A UNDERWRITERS' INFORMATION