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 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, FIELDSTONE MORTGAGE INVESTMENT 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: 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 FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 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 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 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, 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. [REPRESENTATIVE OF THE UNDERWRITERS] XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX INCORPORATED By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Authorized Signatory [Signature Page One to Fieldstone 200[]-[] Underwriting Agreement] 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 1819: FIELDSTONE INVESTMENT CORPORATION By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Schedule I Senior Vice President FORM OF TERMS AGREEMENT FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ ] SUMMARY OF 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 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 Notes 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, FIELDSTONE MORTGAGE INVESTMENT CORPORATION, as Depositor NAMCO SECURITIES CORP. By: :_____________________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted [SOLELY WITH RESPECT TO SECTION 19 [SELLER] By:_____________________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written. : [REPRESENTATIVE OF THE UNDERWRITERSUNDERWRITER] Acting on its own behalf and as Representative of the Several Underwriters referred to in the foregoing Agreement By: :_____________________________________ Name: Title: Authorized Signatory SCHEDULE A Offered [Signature Page One to Fieldstone 200[]-[Certificates/Notes] Underwriting Agreement] Agreed to as to Section 18: FIELDSTONE INVESTMENT CORPORATION By: Name: Title: Schedule I FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 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 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 Notes 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, FIELDSTONE BOARDWALK MORTGAGE INVESTMENT CORPORATION, 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] : [ ], acting on its own behalf and as Representative -------- of the several Underwriters referred to in the foregoing Agreement By: --------------------------- 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 FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 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 Principal Amount: $[ ] (approximate)SCHEDULE A EXHIBIT A

Obligations of the Seller. The 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 Notes Class A 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 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, FIELDSTONE MORTGAGE INVESTMENT CORPORATIONCHEC FUNDING, as Depositor LLC By: _______________________________ Name: Title: The foregoing Agreement is hereby confirmed and accepted SOLELY WITH RESPECT TO SECTION 19 CENTEX CREDIT CORPORATION d/b/a CENTEX HOME EQUITY CORPORATION` By: _______________________________ Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written. [REPRESENTATIVE OF THE UNDERWRITERS] : -------------------------- Acting on its own behalf and as Representative of the Underwriters referred to in the foregoing Agreement By: ___________________________________ Name: Title: Authorized Signatory [Signature Page One to Fieldstone 200[]-[] SCHEDULE A Class A-1 Certificates Underwriting Agreement] Agreed to as to Section 18: FIELDSTONE INVESTMENT CORPORATION By: Name: Title: Schedule I FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] To: Fieldstone Mortgage Investment Corporation, as Depositor under the Transfer and Servicing Agreement dated as of [ ], 200[ ] Re: Underwriters Discount Principal Amount ------------ -------- ---------------- % $ % $ Class A-2 Certificates Underwriting Agreement dated as of [ ], 200[ ] Title: Fieldstone Mortgage Investment Corporation Mortgage-Backed Notes, Series 200[ ]-[ ], Underwriters Discount Principal Amount ------------ -------- ---------------- % $ % $ Class [ ] Notes A-3 Certificates Underwriting Underwriters Discount Principal Amount: Amount ------------ -------- ---------------- % $ % $ Class A-4 Certificates Underwriting Underwriters Discount Principal Amount ------------ -------- ---------------- % $ % $ Class A-5 Certificates Underwriting Underwriters Discount Principal Amount ------------ -------- ---------------- % $ % $ Class A-6 Certificates Underwriting Underwriters Discount Principal Amount ------------ -------- ---------------- % $ % $ Class A-7 Certificates Underwriting Underwriters Discount 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 Notes Offered 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 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, FIELDSTONE MORTGAGE INVESTMENT CORPORATION, as Depositor AEGIS ASSET BACKED SECURITIES CORPORATION By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: The foregoing Agreement is hereby confirmed and accepted Executive Vice President Solely with respect to Section 19 AEGIS MORTGAGE CORPORATION By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: Executive Vice President CONFIRMED AND ACCEPTED, as of the date first above written: XXXXXX BROTHERS INC. [REPRESENTATIVE OF THE UNDERWRITERS] Acting on its own behalf and as Representative of the Underwriters referred to in the foregoing Agreement By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Signatory [Signature Page One to Fieldstone 200[]-[] Managing Director SCHEDULE A Class A1 Certificates Underwriters Underwriting Agreement] Agreed to as to Section 18: FIELDSTONE INVESTMENT CORPORATION By: Name: Title: Schedule I FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[ ]Discount Principal Amount Purchase Price (%) Xxxxxx Brothers Inc. .…… $529,370.00 $211,748,000.00 99.75000% Countrywide Securities Corporation. .……… $93,417.50 $37,367,000.00 99.75000% Class M1 Certificates Underwriters Underwriting Discount Principal Amount Purchase Price (%) Xxxxxx Brothers Inc. .…… $34,987.50 $13,995,000.00 99.75000% Countrywide Securities Corporation.………… $6,127.50 $2,469,000.00 99.75000% Class M2 Certificates Underwriters Underwriting Discount Principal Amount Purchase Price (%) Xxxxxx Brothers Inc. .…… $25,860.00 $10,344,000.00 99.75000% Countrywide Securities Corporation.………… $4,562.50 $1,825,000.00 99.75000% Class B1 Certificates Underwriters Underwriting Discount Principal Amount Purchase Price (%) Xxxxxx Brothers Inc. .…… $18,255.80 $7,302,321.00 95.61704% Countrywide Securities Corporation.………… $3,222.50 $1,289,000.00 95.61704% Class A-[ ] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] To: Fieldstone Mortgage Investment I0 Certificates Underwriters Underwriting Discount Principal Amount Purchase Price (%) Xxxxxx Brothers Inc. .…… $4,870.74 $16,387,000.00 11.85891% Countrywide Securities 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 Principal Amount: .………… $[ ] (approximate)858.95 $2,890,910.00 11.85891% EXHIBIT A See Exhibit B EXHIBIT B See Attached

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 Notes 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, FIELDSTONE MORTGAGE INVESTMENT CORPORATION, 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] __________], acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement By: ----------------------------------------- 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 FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 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 Principal Amount: $[ ] (approximate)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 Notes 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, FIELDSTONE MORTGAGE INVESTMENT CORPORATION, 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: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Authorized Signatory [Signature Page One GREENWICH CAPITAL MARKETS, INC., as an Underwriter By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: SVP SCHEDULE A Underwriters Principal Amount Proceeds to Fieldstone 200[]-[] Underwriting Agreement] Agreed 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 Section 18: FIELDSTONE INVESTMENT CORPORATION By: Name: Title: Schedule I FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUSTthe direction or magnitude of any effect that the transactions described above may have on the prices of the Offered Certificates. In addition, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTESneither the Depositor nor any of the Underwriters makes any representation that the Underwriters will engage in such transactions or that such transactions, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ]once commenced, 200[ ] To: Fieldstone Mortgage Investment Corporationwill 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 Securities Act of 1933, as Depositor under the Transfer and Servicing Agreement dated as of [ ]amended, 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: Fieldstone Mortgage Investment Corporation Mortgage-Backed Notes, Series 200[ ]-[ ], Class [ ] Notes 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 UnderwritersUnderwriter, 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 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 RepresentativeUnderwriter’s execution of this any related Terms Agreement, in accordance with its terms. Very truly yours, FIELDSTONE MORTGAGE INVESTMENT NYMT SECURITIES CORPORATION, as Depositor By: /s/ XXXXX X. XXXX Name: Xxxxx X. Xxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. [REPRESENTATIVE OF THE UNDERWRITERS] CREDIT SUISSE FIRST BOSTON LLC By: /s/ XXXXX X. XXXX Name: Xxxxx X. Xxxx Title: Authorized Signatory [Signature Page One Director Agreed to Fieldstone 200[]-[] Underwriting Agreement] as to Sections 7, 15 and 16: NEW YORK MORTGAGE FUNDING, LLC By: /s/ XXXXXX XXXXXXX Name: Xxxxxx Xxxxxxx Title: Chief Executive Officer Agreed to as to Section 187: FIELDSTONE INVESTMENT CORPORATION NEW YORK MORTGAGE TRUST, INC. By: /s/ XXXXX X. XXXX Name: Xxxxx X. Xxxx Title: Schedule I FIELDSTONE Co-Chief Executive Officer [Signature Page Two to Underwriting Agreement] FORM OF TERMS AGREEMENT NYMT SECURITIES CORPORATION NEW YORK MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ ] SUMMARY OF TERMS AGREEMENT [ ], 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[ ]-[ ], Class [ ] 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 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 Representative’s Underwriter's execution of this 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. [REPRESENTATIVE OF THE UNDERWRITERS] 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 200[]-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 1819: FIELDSTONE INVESTMENT CORPORATION By: /s/ Xxxx X. Xxxxxxx --------------------------------- Name: Xxxx X. Xxxxxxx Title: Schedule I 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[ ]-[ 200[_]-[_] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ 200[_]-[_] SUMMARY OF 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 [ [_] Notes Principal Amount: $[ ] (approximate)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 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 Notes 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, FIELDSTONE MORTGAGE INVESTMENT CORPORATION, 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] : J.X. XXXXXX SECURITIES INC., as Representative of the several Underwriters By: :__________________________________ Name: Title: Authorized Signatory [Signature Page One Underwriters Principal Amount Proceeds to Fieldstone 200[]-[] Underwriting Agreement] Agreed the Depositor J.X. Xxxxxx Securities Inc. Class A-1 $322,821,900 99.8800% Class A-2A $123,390,000 99.8500% Class A-2B $57,915,000 99.8500% Class A-2C $55,215,000 99.8500% Class A-2D $37,386,000 99.8500% Class M-1 $39,781,800 99.8500% Class M-2 $33,278,850 99.8500% Class M-3 $11,857,950 99.8500% Class M-4 $16,065,900 99.8500% Class M-5 $11,857,950 99.8500% Class M-6 $8,797,950 99.8500% Class M-7 $11,092,950 99.8500% Class M-8 $6,502,950 99.8500% Class M-9 $6,120,450 99.8500% Class M-10 $4,590,000 88.7702% Citigroup Global Markets Inc. Class A-1 $322,821,900 99.8800% Class A-2A $123,390,000 99.8500% Class A-2B $57,915,000 99.8500% Class A-2C $55,215,000 99.8500% Class A-2D $37,386,000 99.8500% Class M-1 $39,781,800 99.8500% Class M-2 $33,278,850 99.8500% Class M-3 $11,857,950 99.8500% Class M-4 $16,065,900 99.8500% Class M-5 $11,857,950 99.8500% Class M-6 $8,797,950 99.8500% Class M-7 $11,092,950 99.8500% Class M-8 $6,502,950 99.8500% Class M-9 $6,120,450 99.8500% Class M-10 $4,590,000 88.7702% Deutsche Bank Securities Inc. Class A-1 $35,869,100 99.8800% Class A-2A $13,710,000 99.8500% Class A-2B $6,435,000 99.8500% Class A-2C $6,135,000 99.8500% Class A-2D $4,154,000 99.8500% Class M-1 $4,420,200 99.8500% Class M-2 $3,697,650 99.8500% Class M-3 $1,317,550 99.8500% Class M-4 $1,785,100 99.8500% Class M-5 $1,317,550 99.8500% Class M-6 $977,550 99.8500% Class M-7 $1,232,550 99.8500% Class M-8 $722,550 99.8500% Class M-9 $680,050 99.8500% Class M-10 $510,000 88.7702% UBS Securities LLC Class A-1 $35,869,100 99.8800% Class A-2A $13,710,000 99.8500% Class A-2B $6,435,000 99.8500% Class A-2C $6,135,000 99.8500% Class A-2D $4,154,000 99.8500% Class M-1 $4,420,200 99.8500% Class M-2 $3,697,650 99.8500% Class M-3 $1,317,550 99.8500% Class M-4 $1,785,100 99.8500% Class M-5 $1,317,550 99.8500% Class M-6 $977,550 99.8500% Class M-7 $1,232,550 99.8500% Class M-8 $722,550 99.8500% Class M-9 $680,050 99.8500% Class M-10 $510,000 88.7702% EXHIBIT A Underwriters’ Information generally be treated as capital gain or loss. Moreover, in the case of a bank or thrift institution, Code Section 582(c) would likely not apply to treat such gain or loss as ordinary. It is possible that the right to receive payments in respect of the Net WAC Rate Carryover Amounts could be treated as a partnership among the holders of all of the Certificates, in which case holders of such Certificates potentially would be subject to different timing of income and foreign holders of such Certificates could be subject to withholding in respect of any related Net WAC Rate Carryover Amount. Holders of the Class A and Mezzanine Certificates are advised to consult their own tax advisors regarding the allocation of issue price, timing, character and source of income and deductions resulting from the ownership of their Certificates. The REMIC regular interest component of each Class A and Mezzanine Certificate will be treated as assets described in Section 18: FIELDSTONE INVESTMENT CORPORATION By: Name: Title: Schedule I FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST7701(a)(19)(C) of the Code, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTESand as “real estate assets” under Section 856(c)(5)(B) of the Code, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ]generally, 200[ ] To: Fieldstone Mortgage Investment Corporationin the same proportion that the assets of the Trust, exclusive of the assets not included in any REMIC, would be so treated. In addition, the interest derived from the REMIC regular interest component of each Class A and Mezzanine Certificate will be interest on obligations secured by interests in real property for purposes of section 856(c)(3) of the Code, subject to the same limitation in the preceding sentence. The Notional Principal Contract component of each Class A and Mezzanine Certificate will not qualify, however, as Depositor an asset described in Section 7701(a)(19)(C) of the Code, as a real estate asset under Section 856(c)(5)(B) of the Code or as a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code. As a result, the Class A and Mezzanine Certificates generally may not be a suitable investment for a REMIC, real estate investment trust or an entity intending to qualify under Section 7701(a)(19)(C) of the Code. Because the Net WAC Rate Carryover Amount is treated as separate rights of the Class A and Mezzanine Certificates not payable by any REMIC elected by the Trust, such rights will not be treated as qualifying assets for any certificateholder that is a mutual savings bank, domestic building and loan association, real estate investment trust, or REMIC. In addition, any amounts received from the Net WAC Rate Carryover Reserve Account and the Swap Account will not be qualifying real estate income for real estate investment trusts or qualifying income for REMICs. It is not anticipated that any REMIC elected by the Issuing Entity will engage in any transactions that would subject it to the prohibited transactions tax as defined in Section 860F(a)(2) of the Code, the contributions tax as defined in Section 860G(d) of the Code or the tax on net income from foreclosure property as defined in Section 860G(c) of the Code. However, in the event that any such tax is imposed on any REMIC elected by the Trust, such tax will be borne (i) by the Trustee, if the Trustee has breached its obligations with respect to REMIC compliance under the Transfer Pooling and Servicing Agreement, (ii) by the Master Servicer, if the Master Servicer has breached its obligations with respect to REMIC compliance under the Pooling and Servicing Agreement dated as and (iii) otherwise by the Trust, with a resulting reduction in amounts otherwise distributable to holders of [ ]the Class A and Mezzanine Certificates. See “Description of the Securities” and “Federal Income Tax Consequences REMICs” in the prospectus. The responsibility for filing annual federal information returns and other reports will be borne by the Trustee. See “Federal Income Tax Consequences—REMICs” in the prospectus. For further information regarding the federal income tax consequences of investing in the Class A and Mezzanine Certificates, 200[ ] Re: Underwriting Agreement dated as of [ ], 200[ ] Title: Fieldstone Mortgage Investment Corporation Mortgage-Backed Notes, Series 200[ ]-[ ], Class [ ] Notes Principal Amount: $[ ] (approximate)see “Federal Income Tax Consequences—REMICs” in the prospectus.

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 Notes 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, FIELDSTONE AMERIQUEST MORTGAGE INVESTMENT CORPORATION, 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] __________], acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement By: ----------------------------------------- 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 FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 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 Principal Amount: $[ ] (approximate)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 Notes 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, FIELDSTONE MORTGAGE INVESTMENT CORPORATION, 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: 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 FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 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[ ]-[ ], SCHEDULE A Class [ ] Notes 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 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 Notes 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, FIELDSTONE SUNTRUST MORTGAGE INVESTMENT CORPORATIONSECURITIZATION, 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: 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 FIELDSTONE SUNTRUST MORTGAGE INVESTMENT CORPORATION FIELDSTONE SECURITIZATION, LLC SUNTRUST MORTGAGE INVESTMENT [____________________] TRUST, SERIES 200[ ]-[ ] SUNTRUST [_____________] MORTGAGE-BACKED NOTESPASS-THROUGH CERTIFICATES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 200[ ] 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: Fieldstone SunTrust Mortgage Investment Corporation [__________], Mortgage-Backed NotesPass-Through Certificates, Series 200[ ]-[ ], Class [ ] Notes 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 Notes 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, FIELDSTONE MORTGAGE INVESTMENT CORPORATIONPARK PLACE SECURITIES, 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] __________], acting on its own behalf and as Representative of the several Underwriters referred to in the foregoing Agreement By: ------------------------------------------- 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 FIELDSTONE MORTGAGE INVESTMENT CORPORATION FIELDSTONE MORTGAGE INVESTMENT TRUST, SERIES 200[ ]-[ ] MORTGAGE-BACKED NOTES, SERIES 200[ ]-[ ] SUMMARY OF TERMS [ ], 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 Principal Amount: $[ ] (approximate)SCHEDULE A EXHIBIT A UNDERWRITERS' INFORMATION