UNDERWRITING AGREEMENT

Exhibit 1.2

FIRST NLC SECURITIZATION, INC.

First NLC Trust 200_-_

Mortgage-Backed Certificates, Series 200_-_

UNDERWRITING AGREEMENT

________________

FRIEDMAN, BILLINGS, RAMSEY & CO., INC.

as Representative of the several Underwriters

c/o Friedman, Billings, Ramsey & Co., Inc.

1001 19th Street North

Arlington, Virginia 22209

Ladies and Gentlemen:

FIRST NLC SECURITIZATION, INC., a Delaware corporation (the “ Company ”), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “ Underwriters ”), for whom Friedman, Billings, Ramsey & Co., Inc. is acting as representative (in such capacity, the “ Representative ”), with respect to the sale by the Company of the First NLC Trust 200_-_, Mortgage-Backed Certificates, Series 200_-_, Class [A-1, Class A-2, Class A-3, Class A-4, Class M-1, Class M-2, Class M-3 and Class M-4] (collectively, the “ Offered Securities ”), issued pursuant to the Pooling and Servicing Agreement dated as of _________ (the “ Pooling and Servicing Agreement ”), among the Company, as depositor (the “ Depositor ”), First NLC Financial Services, LLC, as seller (the “ Seller ”), __________________________, as servicer (the “ Servicer ”), __________________________, as master servicer (the “ Master Servicer ”) and securities administrator (in such capacity, the “ Securities Administrator ”), and __________________________, as trustee (the “ Trustee ”), and the purchase by the Underwriters, acting severally and not jointly, of their respective Certificate Principal Balance of the Offered Securities set forth opposite the names of the Underwriters in Schedule II hereto. The Trustee, on behalf of the Trust and the certificateholders, will also enter into a cap agreement (the “ Cap Agreement ”) with __________________________, as the cap provider (the “ Cap Provider ”), dated as of ____________. The Certificates are expected to be issued on ___________ (the “ Closing Date ”).

This Agreement (as defined below), the Pooling and Servicing Agreement, the Custodial Agreement and the Cap Agreement are sometimes referred to herein collectively as the “ Transaction Documents .” The Offered Securities will be issued in minimum denominations and will have the terms set forth in the Prospectus Supplement (as defined below). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Pooling and Servicing Agreement.

The Company understands that the Underwriters propose to make a public offering of the offered securities as soon as the Underwriters deem advisable after this Underwriting Agreement (the “ Agreement ”) has been executed and delivered.

The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a registration statement on Form S-3 (No. __________), including a related prospectus, for the registration of securities including the Offered Securities under the Securities Act of 1933, as amended (the “ Securities Act ”), and the rules and regulations thereunder (the “ Securities Act Regulations ”). The Company has prepared and filed such amendments to the registration statement and such amendments or supplements to the related prospectus, if any, as may have been required to the date hereof, and will file such additional amendments thereto or supplements thereto as may hereafter be required. The registration statement has been declared effective on __________, 200__ under the Securities Act by the Commission. The registration statement, as amended at the time it was declared effective by the Commission or deemed to be effective pursuant to Rule 430B of the Securities Act Regulations and including all information deemed to be a part of the registration statement whether through incorporation by reference, pursuant to Rule 430B of the Securities Act Regulations or otherwise, is hereinafter called the “ Registration Statement ,” except that, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the Closing Time (as defined below), “ Registration Statement ” shall refer to such registration statement as so amended. Any registration statement filed pursuant to Rule 462(b) of the Securities Act Regulations is hereinafter called the “ Rule 462(b) Registration Statement ,” and after such filing, the term “ Registration Statement ” shall include the 462(b) Registration Statement. The Company proposes to file with the Commission pursuant to Rule 424 under the Securities Act, a supplement to the Base Prospectus relating to the Offered Securities and the method of distribution thereof. The term “ Base Prospectus ” means the prospectus included in the Registration Statement as first required to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule 424(b) of the Securities Act Regulations, including all information incorporated by reference therein. The term “ Prospectus Supplement ” means the prospectus supplement specifically relating to the Offered Securities, in the form first required to be filed to satisfy the condition set forth in Rule 172(c) and pursuant to Rule 424(b) of the Securities Act Regulations (including the Base Prospectus as so supplemented). The term “ Prospectus ” means the final Base Prospectus, including, in each case, the Prospectus Supplement, as first filed with the Commission pursuant to Rule 424(b) of the Securities Act Regulations, and any amendments thereof or supplements thereto. The term “ Preliminary Prospectus ” means any preliminary form of the Prospectus in the form filed with the Commission pursuant to Rule 424(b) of the Securities Act Regulations. The Commission has not issued any order preventing or suspending the use of the Registration Statement or any Prospectus.

The term “ Disclosure Package ” means (i) the Base Prospectus and the Preliminary Prospectus, as most recently amended or supplemented immediately prior to the Initial Sale Time (as defined herein), (ii) the Issuer Free Writing Prospectuses (as defined below), if any, identified in Schedule III hereto, and (iii) any other Free Writing Prospectus (as defined below) that the parties hereto shall hereafter expressly agree to treat as part of the Disclosure Package. If, subsequent to the date of this Agreement, the Company and the Underwriters have determined that the Disclosure Package included an untrue statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and have terminated their old purchase contracts and entered into new purchase contracts with purchasers of the Offered Securities, then the “ Disclosure Package ” will refer to the information available to purchasers at the time of entry

2

into the first such new purchase contract, including any information that corrects such material misstatements or omissions (“ Corrective Information ”).

The term “ Issuer Free Writing Prospectus ” means any “issuer free writing prospectus”, as defined in Rule 433(h) of the Securities Act Regulations. The term “ Free Writing Prospectus ” means any free writing prospectus, as defined in Rule 405 of the Securities Act Regulations.

The Company and the Underwriters agree as follows:

Upon the basis of the warranties, representations, agreements and other terms and conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase from the Company the initial Certificate Principal Balance of the Offered Securities set forth in Schedule II opposite such Underwriter’s name, plus any additional Certificate Principal Balance of the Certificates which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional securities.

The Offered Securities to be purchased by each Underwriter hereunder, in book entry form, and in such authorized denominations and registered in such names as the Representative shall request, shall be delivered by or on behalf of the Company to the Representative through the facilities of The Depository Trust Company (“ DTC ”) for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefore by wire transfer of Federal (same-day) funds to the account specified to the Representative by the Company upon at least forty-eight hours’ prior notice. The Company will cause the certificates representing the Offered Securities to be made available for checking and packaging at least twenty-four hours prior to the Closing Time (as defined below) with respect thereto at the office of the Representative, 1001 19 ^th Street North, Arlington, Virginia 22209, or at the office of DTC or its designated custodian, as the case may be (the “ Designated Office ”). The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the Closing Date (unless another time and date shall be agreed to by the Representative and the Company). The time and date at which such payment and delivery are actually made is hereinafter sometimes called the “ Closing Time .”

(a) It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Prospectus and that no Underwriter will offer, sell or otherwise distribute the Offered Securities (except for the sale thereof in exempt transactions) in any state in which the Offered Securities are not exempt from registration under “blue sky” or state securities laws (except where the Offered Securities will have been qualified for offering and sale at such Underwriter’s direction under such “blue sky” or state securities laws).

3

(b) In connection with the offering of the Offered Securities, the Underwriters may each prepare and provide to prospective investors Free Writing Prospectuses, or portions thereof, which the Company is required to file with the Commission in electronic format and will use reasonable efforts to provide to the Company such Free Writing Prospectuses, or portions thereof, in either Microsoft Word ^® or Microsoft Excel ^® format and not in a PDF, except to the extent that the Company, in its sole discretion, waives such requirements, subject to the following conditions (to which such conditions each Underwriter agrees (provided that no Underwriter is responsible for any breach of the following conditions by any other Underwriter)):

(i) Unless preceded or accompanied by the Prospectus, the Underwriter shall not convey or deliver any written communication to any person in connection with the initial offering of the Offered Securities, unless such written communication (1) is made in reliance on Rule 134 of the Securities Act Regulations, (2) constitutes a prospectus satisfying the requirements of Rule 430B of the Securities Act Regulations or (3) constitutes a Free Writing Prospectus and such Free Writing Prospectus is attached to this Agreement as Schedule IV. The Underwriter shall not convey or deliver in connection with the initial offering of the Offered Securities any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB of the Securities Act Regulations (“ ABS Informational and Computational Material ”), in reliance upon Rules 167 and 426 of the Securities Act Regulations.

(ii) Each Underwriter shall deliver to the Depositor, (a) no later than two business days prior to the date of first use thereof, any Free Writing Prospectus prepared by or on behalf of such Underwriter that contains any “issuer information,” as defined in Rule 433(h) of the Securities Act Regulations and footnote 271 of the Commission’s Securities Offering Reform Release No. 33-8591 (“ Issuer Information ”) (which the parties hereto agree includes, without limitation, Pool Information (as defined herein)), and (b) upon first use, any Free Writing Prospectus or portion thereof that contains only a description of the final terms of the Offered Securities. Notwithstanding the foregoing, any Free Writing Prospectus that contains only ABS Informational and Computational Materials shall be delivered by any Underwriter to the Company not later than the later of (a) two business days prior to the due date for filing of the Prospectus pursuant to Rule 424(b) under the Securities Act and (b) the date of first use of such Free Writing Prospectus.

(iii) Each Underwriter represents and warrants to the Company that the Free Writing Prospectuses to be furnished to the Company by such Underwriter pursuant to Section 3(b)(ii) above will constitute all Free Writing Prospectuses of the type described in such Section that were furnished to prospective investors by such Underwriter in connection with its offer and sale of the Offered Securities.

4

(iv) Each Underwriter represents and warrants to the Company that each Free Writing Prospectus required to be provided by it to the Company pursuant to Section 3(b)(ii) above, did not, as of the Time of Sale, and will not as of the Closing Date, include any untrue statement of a material fact or, when read in conjunction with the other information included in the Disclosure Package, omit any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided however, that such Underwriter makes no representation to the extent such misstatements or omissions were the result of any inaccurate Issuer Information supplied by the Company to such Underwriter, which information was not corrected by Corrective Information subsequently supplied by the Company to such Underwriter prior to the Time of Sale.

(v) The Company agrees to file with the Commission the following:

(A) Any Issuer Free Writing Prospectus;

(B) Any Free Writing Prospectus or portion thereof delivered by any Underwriter to the Company pursuant to Section 3(b)(ii); and

(C) Any Free Writing Prospectus for which the Company or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications.

(vi) Any Free Writing Prospectus required to be filed pursuant to Section 3(b)(v) by the Company shall be filed with the Commission not later than the date of first use of the Free Writing Prospectus, except that:

(A) Any Free Writing Prospectus or portion thereof required to be filed that contains only the description of the final terms of the Offered Securities shall be filed by the Company with the Commission within two days of the later of the date such final terms have been established for all classes of Offered Securities and the date of first use;

(B) Any Free Writing Prospectus or portion thereof required to be filed that contains only ABS Informational and Computational Material shall be filed by the Company with the Commission not later than the later of the due date for filing the final Prospectus relating to the Offered Securities pursuant to Rule 424(b) of the Securities Act Regulations and two business days after the first use of such Free Writing Prospectus;

5

(C) Any Free Writing Prospectus required to be filed pursuant to Section 3(b)(v)(C) shall, if no payment has been made or consideration has been given by or on behalf of the Company for the Free Writing Prospectus or its dissemination, be filed by the Company with the Commission not later than four business days after the Company becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus; and

(D) The Company shall not be required to file (1) Issuer Information contained in any Free Writing Prospectus of an Underwriter or any other offering participant other than the Company, if such information is included or incorporated by reference in a prospectus or Free Writing Prospectus previously filed with the Commission that relates to the offering of the Offered Securities or (2) any Free Writing Prospectus or portion thereof that contains a description of the Offered Securities or the offering of the Offered Securities which does not reflect the final terms thereof.

(vii) Each Underwriter shall file with the Commission any Free Writing Prospectus that is used or referred to by it and distributed by or on behalf of the Underwriter in a manner reasonably designed to lead to its broad, unrestricted dissemination not later than the date of the first use of such Free Writing Prospectus.

(viii) Notwithstanding the provisions of Section 3(b)(vii), each Underwriter shall file with the Commission any Free Writing Prospectus for which such Underwriter or any person acting on its behalf provided, authorized or approved information that is prepared and published or disseminated by a person unaffiliated with the Company or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating written communications and for which no payment was made or consideration given by or on behalf of the Company or any other offering participant, not later than four business days after such Underwriter becomes aware of the publication, radio or television broadcast or other dissemination of the Free Writing Prospectus.

(ix) Notwithstanding the provisions of Sections 3(b)(v) and 3(b)(vii), neither the Company nor any Underwriter shall be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission.

(x) The Company and each Underwriter each agree that any Free Writing Prospectuses prepared by it shall contain the following legend:

The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information

6

about the depositor, the issuing trust, and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-800[xx-xxx-xxxx].

(xi) The Company and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not required to be filed pursuant to this Section 3 for a period of three years following the initial bona fide offering of the Offered Securities.

(A) In the event that any Underwriter becomes aware that, as of the Time of Sale, any Free Writing Prospectus prepared by or on behalf of an Underwriter and delivered to an investor contained any untrue statement of a material fact or, when read in conjunction with the other information included in the Disclosure Package, omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading (such Free Writing Prospectus, a “ Defective Free Writing Prospectus ”), such Underwriter shall notify the Company thereof within one business day after discovery.

(B) Provided that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus or contained Issuer Information, such Underwriter shall, if requested by the Company:

(1) Prepare a Free Writing Prospectus with Corrective Information that corrects the material misstatement in or omission from the Defective Free Writing Prospectus (such corrected Free Writing Prospectus, a “ Corrected Free Writing Prospectus ”);

(2) Deliver the Corrected Free Writing Prospectus to each investor which received the Defective Free Writing Prospectus prior to entering into a contract of sale with such investor; provided if the Time of Sale has occurred with respect to such investor, the Underwriter shall provide such investor with (w) adequate disclosure of the contractual arrangement, (x) adequate disclosure of the person’s rights under the existing contract of sale at the time termination is sought, (y) adequate disclosure of the new information that is necessary to correct the misstatements or omissions in the information given at the time of the original contract of sale, and (z) a meaningful ability to elect to terminate or not to terminate the prior contract of sale and to elect to enter into or not enter into a new contract of sale; and

(3) In the event that the Defective Free Writing Prospectus was an Issuer Free Writing Prospectus or contained

7

Issuer Information, and the Underwriters shall in good faith incur any costs to any investor in connection with the reformation of the contract of sale with the investor, the Company agrees to reimburse the Underwriters for such costs; provided that, before incurring such costs, in Underwriters first permit the Company access to the applicable investor and an opportunity to attempt to mitigate such costs through direct negotiation with such investor.

(xii) Each Underwriter covenants with the Company that after the final Prospectus is available such Underwriter shall not distribute any written information concerning the Offered Securities to a prospective investor unless such information is preceded or accompanied by the final Prospectus.

(xiii) Each Underwriter covenants and agrees with the Company that it shall not accept any offer to purchase Offered Securities until the time at least 24 hours after the time the related offeree received the Preliminary Prospectus, or such shorter period as such Underwriter and the Company shall agree.

(c) Each Underwriter has furnished or will furnish the Disclosure Package to purchasers of the Offered Securities prior to the Time of Sale.

(d) Each Underwriter represents and agrees that:

(i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act) received by it in connection with the issue or sale of the Offered Securities in circumstances in which Section 21(1) of the Financial Services and Markets Act does not apply to the Issuer;

(ii) it has complied and will comply with all applicable provisions of the Financial Services and Markets Act with respect to anything done by it in relation to the Offered Securities in, from or otherwise involving the United Kingdom; and

(iii) in relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “ Relevant Member State ”), with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the “ Relevant Implementation Date ”) it has not made and will not make an offer of Offered Securities to the public in that Relevant Member State prior to the publication of a prospectus in relation to the Offered Securities which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and including the

8

Relevant Implementation Date, make an offer of the Offered Securities to the public in that Relevant Member State at any time:

(x) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

(y) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or

(z) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer of securities to the public” in relation to any Offered Securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

The Company (or, with respect to Section 4(oo) only, the Seller) represents and warrants to the Underwriters, as of the date of this Agreement, each Time of Sale (as defined below), and as of the Closing Time, and agrees with each Underwriter that :

(a) the Offered Securities conform in all material respects to the description thereof contained in each of the Disclosure Package, the Registration Statement and the Prospectus, and each of the Certificates, when validly authenticated, issued and delivered in accordance with the Pooling and Servicing Agreement, will be duly and validly issued and outstanding, will constitute the legal, valid and binding obligations of the Issuing Entity, enforceable in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency and similar laws affecting the rights of creditors generally and to general principles of equity, and will be entitled to the benefits and security afforded by the Pooling and Servicing Agreement;

(b) the Company has been duly incorporated and is existing as a corporation in good standing under and by virtue of the laws of the State of Delaware, with all requisite corporate power and authority to own, lease and operate its properties, and conduct its business as described in each of the Disclosure Package, the Registration Statement and the Prospectus, and is duly qualified as a foreign entity to transact business or is licensed and is in good standing in each jurisdiction in which it conducts its business or in which it owns, leases or operates real property or otherwise maintains an office and in which the failure, individually or in the aggregate, to be so qualified or licensed could have a

9

material adverse effect on the assets, business, operations, earnings, prospects, properties or condition (financial or otherwise), present or prospective, of the Company (any such effect or change, where the context so requires, is hereinafter called a “ Material Adverse Effect ” or “ Material Adverse Change ”); other than as disclosed in the Prospectus, the Company does not own, directly or indirectly, any capital stock or other equity securities of any other corporation or any ownership interest in any partnership, joint venture or other association;

(c) the Company has delivered to the Representative the complete Disclosure Package and complete manually signed copies of the Registration Statement and of each consent and certificate of experts filed as a part thereof, and conformed copies of the Registration Statement (without exhibits) and the Prospectus, as amended or supplemented, in such quantities and at such places as the Representative has reasonably requested for delivery to each of the Underwriters;

(d) each of the Registration Statement and any Rule 462(b) Registration Statement have been declared effective under the Securities Act by the Commission and no stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement has been issued under the Securities Act and no proceedings for that purpose have been instituted or are pending or, to the best knowledge of the Company, are contemplated or threatened by the Commission, and the Company has complied to the Commission’s satisfaction with any request on the part of the Commission for additional or supplemental information; any Preliminary Prospectus when filed with the Commission, and the Registration Statement as of each effective date and as of the date hereof, complied or will comply, and the Prospectus and any further amendments or supplements to the Registration Statement, the Preliminary Prospectus or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, comply, in all material respects with the requirements of the Securities Act and the Securities Act Regulations, and the Registration Statement, as of each effective date, did not, and as of the date hereof does not and as of each Time of Sale and as of the Closing Time will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Preliminary Prospectus does not, and the Prospectus or any amendment or supplement thereto will not, as of the date of the Preliminary Prospectus Supplement, the applicable filing date, and at the Closing Time, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representations or warranties as to the information contained in or omitted from the Registration Statement, the Preliminary Prospectus or the Prospectus or any revision or amendment thereof or supplement thereto in reliance upon and in conformity with information furnished in writing to the Company by any Underwriter through the Representative specifically for use in connection with the preparation thereof or any revision or amendment thereof or supplement thereto (that information being limited to that described in the next to last sentence of the first paragraph of Section 10(b) hereof), or any information in any Free Writing Prospectus required to be provided by any Underwriter pursuant to Section 3(b), except to the extent that such information constitutes Pool Information or Issuer

10

Information supplied to such Underwriter by the Company. As used herein, “ Pool Information ” means information with respect to the assumed characteristics of the Mortgage Loans and administrative and servicing fees. The Company acknowledges that the Underwriter Information (as defined herein) constitutes the only information furnished in writing by any Underwriter or on behalf of any Underwriter for use in connection with the preparation of the Registration Statement or the Prospectus Supplement. There are no contracts or documents of the Company which are required to be filed as exhibits to the Registration Statement pursuant to the Securities Act or the Securities Act Regulations which have not been so filed or incorporated by reference therein on or prior to the effective date of the Registration Statement. The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied;

(e) as of ________ (Eastern time), ___________ 200__ (the “ Initial Sale Time ”), the Disclosure Package did not, and at the time of each sale of Offered Securities (including the Initial Sale Time, each, a “ Time of Sale ”) and at the Closing Time, the Disclosure Package will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; other than the Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 of the Securities Act Regulations) that constitutes an offer to sell or solicitation of an offer to buy the Offered Securities other than (i) the Series Term Sheet dated as of _______200__ (the “ Series Term Sheet ”), (ii) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 of the Securities Act Regulations or (iii) the documents listed on Schedule III hereto and other written communication approved in writing in advance by the Company; each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 3 (to the extent required thereby) and did not at any Time of Sale, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other information included in the Disclosure Package) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in any Issuer Free Writing Prospectus; and as of its issue date or date of first use and at all subsequent times through the Initial Sale Time, each Issuer Free Writing Prospectus did not, and at each Time of Sale and at the Closing Time, each such Issuer Free Writing Prospectus will not, contain any untrue statement of a material fact or (when read in conjunction with the other information included in the Disclosure Package) omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no warranty or representation with respect to any statement contained in or omitted from the Disclosure Package in reliance upon and in conformity with the information concerning the Underwriters and furnished in writing by or on behalf of the

11

Underwriters through the Representative to the Company expressly for use therein (that information being limited to that described in the next to last sentence of the first paragraph of Section 10(b) hereof);

(f) each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein that has not been superseded or modified;

(g) the Company is eligible to use Free Writing Prospectuses in connection with the offering contemplated hereby pursuant to Rules 164 and 433 of the Securities Act Regulations; any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act Regulations has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the Securities Act Regulations; and each Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Regulations or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations;

(h) except for the Issuer Free Writing Prospectuses identified in Schedule III hereto, the Company has not prepared, used or referred to, and will not, without the prior consent of the Representative, prepare, use or refer to, any Free Writing Prospectus;

(i) the Preliminary Prospectus, the Prospectus and any Issuer Free Writing Prospectuses (to the extent any such Issuer Free Writing Prospectus was required to be filed with the Commission) delivered to the Underwriters for use in connection with the public offering of the Offered Securities contemplated herein have been and will be identical to the versions of such documents transmitted to the Commission for filing via the Electronic Data Gathering Analysis and Retrieval System (“EDGAR”), except to the extent permitted by Regulation S-T;

(j) the Company filed the Registration Statement with the Commission before using any Issuer Free Writing Prospectus;

(k) the Company has not distributed and will not distribute, prior to the completion of the Underwriters’ distribution of the Offered Securities, any prospectus or other offering materials in connection with the offering and sale of the Offered Securities other than the Disclosure Package, the Prospectus or the Registration Statement;

(l) after the date of the Preliminary Prospectus the Company has not delivered and will not deliver any written communication to any third parties in connection with the initial offering of the Offered Securities other than the Preliminary Prospectus and the Prospectus;

12

(m) the Company is in compliance in all material respects with all applicable laws, rules, regulations, orders, decrees and judgments, including those relating to transactions with affiliates;

(n) the Company is not in violation of its certificate of incorporation, as amended or restated (the “ Certificate of Incorporation ”), or its bylaws, and the Company is not in breach of or default in (nor has any event occurred which with notice, lapse of time, or both would constitute a breach of, or default in) the performance or observance of any obligation, agreement, contract, franchise, covenant or condition contained in any license, indenture, mortgage, deed of trust, loan or credit agreement, lease or other agreement or instrument to which the Company is a party or by which the Company or its properties is bound, except for such breaches or defaults which could not have a Material Adverse Effect;

(o) the execution, delivery and performance of this Agreement and each other Transaction Document, the issuance, sale and delivery by the Company of the Offered Securities and the consummation of the transactions contemplated herein and therein will not (i) conflict with, or result in any breach or constitute a default (nor constitute any event which with notice, lapse of time, or both would constitute a breach or default), (A) by the Company of any provision of the organizational documents of the Company or (B) of any provision of any obligation, agreement, contract, franchise, license, Pooling and Servicing Agreement, mortgage, deed of trust, loan or credit agreement, lease or other agreement or instrument to which the Company is a party or by which the Company or its properties may be bound or affected, or (C) under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Company, except for such breaches, defaults, conflicts, liens, charges or encumbrances which could not have a Material Adverse Effect; or (ii) result in the creation or imposition of any lien, charge, claim or encumbrance upon any property or asset of the Company;

(p) this Agreement has been, and the other Transaction Documents at the Closing Time shall have been duly authorized, executed and delivered by the Company and constitute legal, valid and binding agreements of the Company, and such other Transaction Documents are enforceable in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally, and by general equitable principles;

(q) as of the Closing Date, this Agreement and the other Transaction Documents conform in all material respects to the descriptions thereof contained in the Registration Statement and Prospectus. On the Closing Date, the Issuing Entity will be a valid New York common law trust;

(r) the Company has the full legal right, corporate power and authority to enter into this Agreement and the other Transaction Documents and to consummate the transactions contemplated herein and therein, and the Company has the corporate power to sell and deliver the Offered Securities as provided herein;

13

(s) upon execution and delivery of the Pooling and Servicing Agreement, (i) immediately prior to their transfer to the Issuing Entity, the Company will own the Mortgage Loans being transferred to the Issuing Entity pursuant thereto, free and clear of any lien, charge, encumbrance, adverse claim or other security interest, except to the extent permitted in the Pooling and Servicing Agreement, and will not have assigned to any person other than the Issuing Entity any of its right, title or interest in the Mortgage Loans, (ii) the Company will have the power and authority to transfer the Mortgage Loans to the Issuing Entity and to transfer the Offered Securities to the several Underwriters, (iii) upon their transfer to the Issuing Entity, the Issuing Entity will own the Mortgage Loans free of liens, other than liens permitted by the Pooling and Servicing Agreement, and (iv) upon payment and delivery of the Offered Securities to the several Underwriters, the several Underwriters will acquire ownership of their respective Offered Securities, free of any lien, charge, encumbrance, adverse claim or other security interest, except to the extent permitted by the Pooling and Servicing Agreement;

(t) any taxes, fees and other governmental charges in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents and the issuance of the Offered Securities have been or will be paid by the Company on or prior to the Closing Date, except for fees for recording assignments of the Mortgage Loans to the Issuing Entity pursuant to the Pooling and Servicing Agreement, that have not yet been completed, which fees will be paid in accordance with the Pooling and Servicing Agreement;

(u) each of the Interim Servicer and the Servicer is qualified to do business in all jurisdictions in which its activities as interim servicer or servicer of the Mortgage Loans require such qualification except where failure to be so qualified will not have a material adverse effect on such servicing activities;

(v) no approval, authorization, consent or order of, or registration or filing with any federal, state or local governmental or regulatory commission, board, body, authority or agency is required for the Company’s execution, delivery and performance of this Agreement or any other Transaction Document, its consummation of the transactions contemplated herein or therein, and its sale and delivery of the Offered Securities, other than (i) such as have been obtained, or will have been obtained at the Closing Time, under the Securities Act and the Securities Exchange Act of 1934 (the “ Exchange Act ”), and (ii) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Offered Securities are being offered by the Underwriters;

(w) the Company has all necessary licenses, authorizations, consents and approvals, possesses valid and current certificates, has made all necessary filings required under any federal, state or local law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other persons, required in order to conduct its business as described in each of the Disclosure Package, the Registration Statement and the Prospectus, except to the extent that any failure to have any such licenses, authorizations, consents or approvals, to make any such filings or to obtain any such authorizations, consents or approvals could not, individually or in the aggregate, have a Material Adverse Effect; the Company is not in violation of, in default under, nor has the

14

Company received any notice regarding a possible violation, default or revocation of any such certificate, license, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company the effect of which could result, individually or in the aggregate, in a Material Adverse Change; and no such license, authorization, consent or approval contains a materially burdensome restriction that is not adequately disclosed in each of the Disclosure Package, the Registration Statement and the Prospectus;

(x) each document incorporated by reference in the Registration Statement, the Prospectus or the Disclosure Package, when it became effective or was filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the Securities Act Regulations and the Exchange Act Regulations (as defined herein), and none of such documents, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus, or the Disclosure Package any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the Securities Act Regulations and the Exchange Act Regulations, as applicable, and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the ci