Common use of Closing Documents Clause in Contracts

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (ii) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement duly executed The [Transfer] [Pooling] and delivered by Servicing Agreement, dated as of the Purchaser and the Seller; (ii) An Officer's Certificate Cut-off Date, substantially in the form of Exhibit D-1 hereto1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, executed by together with all documents required to be delivered thereunder; and (ii) With respect to the Secretary or an assistant secretary Mortgage Loans: (1) An Officer’s Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and [ ] (the Underwriter “Underwriters”) may rely, attaching in the form of Exhibit 2 hereto, and attached thereto as exhibits a certified copy of the organizational documents resolutions of the board of directors of the Seller; (iii) A , together with copies of the Seller’s [organizational documents], and a certificate of good standing regarding of the Seller from the Secretary of State for of the State of Delaware, dated not earlier than 30 days prior to the Closing Date[ ]; (iv2) A certificate An Officer’s Certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter Underwriters may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject 3 hereto, with respect to such reasonable assumptions and qualifications as certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (3) An Opinion of Counsel of the Seller (who may be requested by in-house counsel for of the Seller and acceptable to counsel for the PurchaserSeller), dated the Closing Date and addressed to the Purchaser and the UnderwriterUnderwriters, substantially in the form attached hereto as Exhibit 4; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii4) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants[accounting firm], dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement dated [ ] (the “Prospectus Supplement Supplement”), on the cover page thereof and the Memorandum under the captions "Summary--The Mortgage Pool," "caption “[Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" ]” agrees with the records of the Seller and certain tabular information under the heading “[Certain Yield and Prepayment Considerations]” has been properly calculated; (5) Such opinions of counsel as the Rating Agencies or the Indenture Trustee may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement or the [Transfer] [Pooling] and Servicing Agreement; and (viii6) Such further information, certificates, opinions and documents as the Purchaser or Underwriters may reasonably request. (iii) Such additional documentation as is required to be delivered under the Underwriting Agreement dated [ ] among the Seller, the Purchaser and [ ], as representative of the Underwriters.

Closing Documents. The Closing Documents shall consist of the following: (ia) This Agreement and a bill of sale duly executed and delivered by the Purchaser and the Mo▇▇▇▇ge Loan Seller; (iib) An Officer's Certificate substantially in the form of Exhibit D-1 D hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, the Initial Purchasers and the each Underwriter may rely, attaching thereto as exhibits the organizational documents certificate of incorporation and the By-Laws of the Mortgage Loan Seller; (iiic) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (ivd) A certificate Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Seller substantially Mortgage Loan Seller, in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of reasonably acceptable to counsel for the Seller, substantially in the form of Exhibit D-3 hereto Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Purchaser, the Initial Purchasers and the each Underwriter; (vie) Any other opinions of counsel for the Mortgage Loan Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser Purchaser, the Initial Purchasers and the each Underwriter as an addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viiif) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's ’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, WaMu Capital Corp. (“WCC”) and Banc of America Securities LLC (“Banc of America,” and together with WCC, the “Underwriters”) and the Underwriter NIMS Insurer, if any, may relyrely and attached thereto copies of the federal charter, attaching thereto as exhibits the organizational documents bylaws and OTS certificate of existence of the Seller; (iiib) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate An Officer’s Certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriter NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (vc) A written opinion An Opinion of Counsel of the Seller (which may be in-house counsel for of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters and the UnderwriterNIMS Insurer, if any; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies Agencies, the Underwriters, the Trustee, the Delaware Trustee or the NIMS Insurer, if any, may reasonably request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--“Summary of Terms—Mortgage Loans,” “Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool," "Description of the Mortgage Pool" ” and "Risk Factors --The Mortgage Loans" “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the Seller; (f) The Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and “Static Pool Information” or for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition, underwriting standards, lending activities and loan sales, production, static pool information and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as the Underwriters may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in the Prospectus Supplement); and (viiih) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and Salomon Smith Bar▇▇▇ ▇▇▇. (▇▇▇ "Representative") may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (d) An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of California; (ve) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) Any other Such opinions of counsel for the Seller required by as the Rating Agencies Agencies, the Trustee or the Trust Administrator may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2002-WMC1, dated January 23, 2002 (the "Prospectus Supplement and Supplement") relating to the Memorandum Offered Certificates contained under the captions "Summary--The Mortgage PoolLoans," "Description Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.;

Closing Documents. The Closing Documents (a) At the Closing, as a condition of Buyer's obligation to close hereunder, Seller shall consist of deliver or cause to be delivered the following: (i) This Agreement duly The Deed, executed by Seller, covering the Real Property (and delivered by separate quitclaim deeds to the Purchaser and the SellerReal Property utilizing new ALTA survey descriptions, if requested); (ii) An Officer's Certificate substantially in the form The Bills of Exhibit D-1 hereto, Sale executed by Seller covering the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the SellerPersonal Property; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of DelawareThe Assignments, dated not earlier than 30 days prior to the Closing Dateexecuted by Seller; (iv) A certificate As many signed originals (or true and correct copies of same) of the Seller substantially Contracts, Leases, Licenses, and other items covered by the Assignments as are in the form possession or control of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may relySeller; (v) A written opinion All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of counsel for the Seller, substantially same are in the form possession or control of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterSeller; (vi) Any other opinions of counsel All master and duplicate keys, combinations and codes to all locks and security devices for the Seller required by Improvements which are in the Rating Agencies in connection with the issuance possession or control of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; andSeller; (vii) A letter Written notice from Seller or letters from Deloitte & Touche, L.L.P., certified public accountants, dated Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the dates of Real Property have been sold to Buyer and that tenant security deposits (if any) in Seller's possession have been transferred to Buyer and directing the Prospectus Supplement and Tenants to make future rental payments to Buyer at the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; andaddress designated by Buyer; (viii) Such further certificatesNon-foreign person certification in the form attached hereto as Exhibit "J"; (ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of Seller; (x) Each ▇▇▇▇ of current real estate taxes, opinions sewer charges and documents as assessments, water charges and other utilities and to the Purchaser may extent in Seller's possession or control, bills for each of the same for the three (3) years, together with proof of payment thereof (to the extent same have been paid); (xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Seller or any property manager controlled by Seller; (xii) An affidavit or affidavits of title in favor of the Title Insurer on the form used by such Title Insurer, in form reasonably request.acceptable to Seller to enable the Title Insurer to issue the Commitments described in Paragraph 5(b)(i). Buyer shall require affirmative endorsements against mechanic's liens, consistent with Seller's obligations under Paragraph 5(b)(iii), above; (xiii) A letter, from the New Jersey Department of Environmental Protection or its successor ("NJDEP") stating that the provisions of the Industrial Site Recovery Act, N.J.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Originator, the Purchaser and UBS Securities LLC (the Seller"Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delaware; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerOriginator, and dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from Originator under the Secretary laws of State for the State its state of Delaware, dated not earlier than 30 days prior to the Closing Dateincorporation; (ivd) A certificate An opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoOriginator, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum contained under the captions "Summary--The Mortgage PoolLoans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; andOriginator; (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Barclays Capital Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerResponsible Party, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateResponsible Party; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2006-FRE1, dated June 23, 2006 (the "Prospectus Supplement and Supplement") relating to the Memorandum Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerOriginator; and (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (ii) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--Summary-- The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Factors-- The Mortgage Loans" agrees with the records of the Seller; (viii) A guaranty agreement substantially in the form Exhibit E hereto (the "Guaranty Agreement") duly executed and delivered by ContiFinancial Corporation (the "Guarantor") in favor of the Purchaser and the other beneficiaries referred to therein; and (viiiix) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated March 27, 2000 under the captions subheadings "SummarySummary of Prospectus Supplement--The Mortgage Loans," "Risk Factors," "The Mortgage Pool," "Yield on the Certificates" and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage LoansCertificates" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Subsequent Transfer Date, upon which the Purchaser and Salomon Brothers Inc (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, and dated the Closing Subsequent Transfer Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Subsequent Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Subsequent Transfer Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Subsequent Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated June 25, 1998, under the captions "Summary--Summary-- The Mortgage Pool," "Description of Risk Factors-- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Risk Factors --The Mortgage LoansPooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Seller; and (viiif) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement this Agreement, duly executed and delivered by the Purchaser and the Seller; (ii) An each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, and upon which CSFB Mortgage Securities, CS LLC, the Purchaser other Underwriters and the Underwriter Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties") may rely, attaching thereto as exhibits an exhibit the organizational documents bylaws of the Seller; (iiiiv) A a certificate of good standing regarding corporate existence with respect to the Seller from issued by the Secretary Comptroller of State for the State of Delaware, dated Currency not earlier than 30 days fifteen (15) months prior to the Closing Date, and upon which the Interested Parties may rely; (ivv) A certificate a Certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller on the Seller's behalf and dated the Closing Date, and upon which the Purchaser and the Underwriter Interested Parties may rely; (vvi) A a written opinion or opinions of counsel for the Seller, substantially in the form Seller (which may include an opinion of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaserin-house counsel), dated the Closing Date and addressed to the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and the Underwriter; (vi) Any shall cover such corporate and other opinions of counsel for the Seller matters as shall be reasonably required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; andPurchaser; (vii) A letter one or more comfort letters from Deloitte & Touche, L.L.P.PriceWaterhouse Coopers LLC, certified public accountants, dated the dates date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CS LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement and the Memorandum (each as defined in Section 9)Prospectus Supplement, compared the results of their calculations to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth corresponding items in the any preliminary Prospectus Supplement and the Memorandum under Prospectus Supplement, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement and the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees Prospectus Supplement, respectively, to be in agreement with the records results of the Seller; andsuch calculations; (viii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Purchaser dated the Closing Date in form acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with the resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to the Closing Date of the Purchaser; and (x) such other certificates of the Purchaser's officers, such opinions of the Purchaser's counsel (which may include in-house counsel) and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller or its counsel may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Originator, the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance An Officer's Certificate of the CertificatesOriginator, each of dated the Closing Date, upon which shall include the Seller, the Purchaser and the Underwriter as an addressee; andmay rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (viie) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Depositor's Prospectus Supplement and the Memorandum for Series 1999-NC3, dated June 25, 1999 under the captions "Summary--The Mortgage PoolLoans," "Description of the Risk Factors," "The Mortgage Pool" (except with respect to the information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the records of the Seller and the information contained under the captions "The Mortgage Pool--Underwriting Standards" and "Risk Factors --The Mortgage LoansPooling and Servicing Agreement-- The Master Servicer" agrees with the records of the SellerMaster Servicer; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by the Purchaser and An Officers' Certificate of the Seller; , dated the Closing Date, upon which the Purchaser, Financial Security Assurance Inc. (ii"FSA") An Officer's Certificate substantially and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, FSA and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated June 26, 1997, under the captions "Summary--Summary-- The Mortgage Pool," "Description of Risk Factors-- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Risk Factors --The Mortgage LoansPooling and Servicing Agreement -- The Master Servicer" agrees with the records of the Seller; and (viiif) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers’ Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, ▇▇▇▇▇▇ Brothers Inc. and WaMu Capital Corp. (the “Underwriters”) and the Underwriter NIMS Insurer, if any, may rely, attaching rely and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, bylaws and certificate of good standing regarding of the Seller from under the Secretary laws of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (ivb) A certificate An Officers’ Certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriter NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (vc) A written opinion An Opinion of Counsel of the Seller (which may be in-house counsel for of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters and the UnderwriterNIMS Insurer, if any; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies Agencies, the Underwriters, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--“Summary of Terms—Mortgage Loans”, “Risk Factors”, “The Mortgage Pool," "Description of the ” and “Long Beach Mortgage Pool" and "Risk Factors --The Mortgage Loans" Company” agrees with the records of the Seller; (f) The Seller shall deliver to the Purchaser for inclusion in the Prospectus Supplement under the caption “Long Beach Mortgage Company” or for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as the Representative may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in the Prospectus Supplement); and (viiih) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement duly executed The Pooling and delivered by Servicing Agreement, dated as of the Purchaser and the Seller; (ii) An Officer's Certificate Cut-off Date, substantially in the form of Exhibit D-1 hereto1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, executed by together with all documents required to be delivered thereunder; and (ii) With respect to the Secretary or an assistant secretary Mortgage Loans: (1) An Officer’s Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and each of ▇▇▇▇▇▇ Brothers Inc., Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the Underwriter “Underwriters”) may rely, attaching in the form of Exhibit 2 hereto, and attached thereto as exhibits a certified copy of the organizational documents resolutions of the board of directors of the Seller; (iii) A , together with copies of the Seller’s Certificate of Limited Partnership and Agreement of Limited Partnership, as amended, and a certificate of good standing regarding of the Seller from the Secretary of State for of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv2) A certificate An Officer’s Certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter Underwriters may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject 3 hereto, with respect to such reasonable assumptions and qualifications as certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (3) An Opinion of Counsel of the Seller (who may be requested by in-house counsel for of the Seller and acceptable to counsel for the PurchaserSeller), dated the Closing Date and addressed to the Purchaser and the UnderwriterUnderwriters, substantially in the form attached hereto as Exhibit 4; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii4) A letter or letters from Deloitte & Touche, L.L.P., certified public accountantsTouche LLP, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus dated April 1, 2005, as supplemented by the supplement dated January 27, 2006 (the “Prospectus Supplement and Supplement”), relating to the Memorandum under offering of certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2006-A, has been properly calculated; (5) Such opinions of counsel as the captions "Summary--The Mortgage Pool," "Description Rating Agencies or the Trustee may reasonably request in connection with the sale of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with Loans by the records of Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement or the Pooling and Servicing Agreement; and (viii6) Such further information, certificates, opinions and documents as the Purchaser or Underwriters may reasonably request. (iii) Such additional documentation as is required to be delivered under the Underwriting Agreement dated February 8, 2006, among the Seller, the Purchaser and ▇▇▇▇▇▇ Brothers Inc., as representative of the several Underwriters.

Closing Documents. The Closing Documents Without limiting the generality of Section 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers' Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the "Underwriter") may rely, in a form acceptable to the Purchaser; (b) A Secretary's Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, attaching in a form acceptable to the Purchaser, and attached thereto as exhibits copies of the organizational documents certificate of incorporation, by-laws and certificate of good standing of the Seller; (iiic) A certificate An Opinion of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate Counsel of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (vid) Any other opinions An Officers' Certificate of counsel for each Originator, dated the Seller required by the Rating Agencies in connection with the issuance of the CertificatesClosing Date, each of upon which shall include the Purchaser and the Underwriter as an addressee; andmay rely, in a form acceptable to the Purchaser; (viie) A Secretary's Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement Supplement, dated September 28, 2004, agrees with the records of the Seller; (h) Letters from certified public accountants for each Originator, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated September 28, 2004 under the subheading "The Master Servicer and the Memorandum under the captions "SummaryServicers--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage LoansServicers" agrees with the records of the SellerServicer; and (viiii) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which NC Capital, the Purchaser and UBS Warburg (the Seller"Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delaware; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (c) An Officer's Certificate substantially in the form of Exhibit D-1 heretoNC Capital, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of NC Capital under the Seller from the Secretary laws of State for the State its state of Delaware, dated not earlier than 30 days prior to the Closing Dateincorporation; (ivd) A certificate An opinion of the Seller substantially in the form Counsel of Exhibit D-2 heretoNC Capital, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum contained under the captions "Summary--The Mortgage PoolLoans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; andNC Capital; (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement duly executed The Pooling and delivered by Servicing Agreement, dated as of the Purchaser and the Seller; (ii) An Officer's Certificate Cut-off Date, substantially in the form of Exhibit D-1 hereto1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, executed by together with all documents required to be delivered thereunder; and (ii) With respect to the Secretary or an assistant secretary Mortgage Loans: (1) An Officer’s Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and each of ▇.▇. ▇▇▇▇▇▇ Securities Inc., Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the Underwriter “Underwriters”) may rely, attaching in the form of Exhibit 2 hereto, and attached thereto as exhibits a certified copy of the organizational documents resolutions of the board of directors of the Seller; (iii) A , together with copies of the Seller’s Certificate of Limited Partnership and Agreement of Limited Partnership, as amended, and a certificate of good standing regarding of the Seller from the Secretary of State for of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv2) A certificate An Officer’s Certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter Underwriters may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject 3 hereto, with respect to such reasonable assumptions and qualifications as certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (3) An Opinion of Counsel of the Seller (who may be requested by in-house counsel for of the Seller and acceptable to counsel for the PurchaserSeller), dated the Closing Date and addressed to the Purchaser and the UnderwriterUnderwriters, substantially in the form attached hereto as Exhibit 4; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii4) A letter or letters from Deloitte & Touche, L.L.P., certified public accountantsTouche LLP, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus dated April 11, 2007, as supplemented by the supplement dated April 13, 2007 (the “Prospectus Supplement and Supplement”), relating to the Memorandum under offering of certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2007-A, has been properly calculated; (5) Such opinions of counsel as the captions "Summary--The Mortgage Pool," "Description Rating Agencies or the Trustee may reasonably request in connection with the sale of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with Loans by the records of Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement or the Pooling and Servicing Agreement; and (viii6) Such further information, certificates, opinions and documents as the Purchaser or Underwriters may reasonably request. (iii) Such additional documentation as is required to be delivered under the Underwriting Agreement dated April 13, 2007, among the Seller, the Purchaser and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as representative of the several Underwriters.

Closing Documents. The Each Seller shall have delivered, or caused to be delivered, to Purchaser on the Closing Documents shall consist of Date the followingfollowing documents: (i) This Agreement duly executed bills of sale and delivered by the assignment and assumption agreements, each reasonably satisfactory in form and substance to Purchaser and such other transfer documentation reasonably required by Purchaser (collectively, the “Transfer Documents”) executed by such Seller; (ii) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, Escrow Agreement duly executed by the Secretary or an assistant secretary of the each Seller, and dated the Closing Date, and upon which the Purchaser each Shareholder and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the SellerEscrow Agent; (iii) A certificate of good standing regarding the Seller noncompetition, confidentiality and nonsolicitation agreements in for a five year period from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date, in form and substance reasonably satisfactory to the Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Shareholder; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 heretoemployment agreements and confidentiality, noncompetition and nonsolicitation agreements duly executed by an executive officer or authorized signatory officers and key employees identified by Purchaser prior to Closing, each in substantially the forms attached hereto as Exhibit I (the “Employment Agreements”) and execution of the Seller and dated the Closing Date, and upon which the offer letters by other key employees as reasonably requested by Purchaser and the Underwriter may relyreasonably satisfactory to Purchaser; (v) A written opinion Secretary’s Certificate of counsel for the each Seller, substantially in the form of Exhibit D-3 hereto and subject substance reasonably satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriterduly executed by such Seller’s secretary; (vi) Any other opinions Good standing certificates (including tax good standing certificates, if available from such state) dated as of counsel a date within one week of the Closing Date for the each Seller required certified by the Rating Agencies in connection with the issuance Secretary of State and relevant taxing authority of the Certificates, state of its incorporation and each of which shall include the Purchaser and the Underwriter as an addressee; andstates set forth opposite its name on Schedule 4.1; (vii) A letter or letters Lease assignment, landlord consents and nondisturbance agreements in form and substance reasonably satisfactory to Purchaser from Deloitte & Touche, L.L.P., certified public accountants, dated each landlord under a lease for the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerLeased Real Property; and (viii) Such further certificates, opinions all Books and documents as the Purchaser may reasonably requestRecords of each Seller.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by the Purchaser and An Officers' Certificate of the Seller; , dated the Closing Date, upon which the Purchaser, Financial Security Assurance Inc. (ii"FSA") An Officer's Certificate substantially and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, FSA and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated May 27, 1997, under the captions "Summary--Summary-- The Mortgage Pool," "Description of Risk Factors-- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Risk Factors --The Mortgage LoansPooling and Servicing Agreement -- The Master Servicer" agrees with the records of the Seller; and (viiif) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by the Purchaser and An Officers' Certificate of the Seller, dated the Closing Date, upon which Long Beach, the Purchaser, MBIA Insurance Corporation ("MBIA") and Credit Suisse First Boston Corporation (the "Underwriter") may rely, and attached thereto copies of the certificate of formation under the laws of Delaware; (iib) An Opinion of Counsel of the Seller, dated the Closing Date and addressed to Long Beach, the Purchaser, MBIA, the Rating Agencies and the Underwriter; (c) An Officer's Certificate substantially in the form of Exhibit D-1 heretoLong Beach, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser Seller, the Purchaser, MBIA, the Rating Agencies and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 6 hereto, executed by an executive officer or authorized signatory and attached thereto copies of the Seller certificate of incorporation, by-laws and dated certificate of good standing of Long Beach under the Closing Date, and upon which the Purchaser and the Underwriter may relylaws of Delaware; (vd) A written opinion An Opinion of counsel for the Seller, substantially in the form Counsel of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the PurchaserLong Beach, dated the Closing Date and addressed to the Purchaser Seller, the Purchaser, MBIA, the Rating Agencies and the Underwriter, substantially in the form attached hereto as Exhibit 7; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies Agencies, MBIA or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Home Equity Loans by Long Beach to the Seller or by the Seller to the Purchaser or Long Beach's or Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" Supplement, dated July 9, 1999 agrees with the records of Long Beach; (g) Long Beach shall deliver to the SellerSeller for inclusion in the Prospectus Supplement for Asset Backed Securities Corporation, Asset Backed Certificates, Series 1999-LB1, under the captions "The Servicer" and "Origination of the Home Equity Loans--Long Beach Home Equity Loans", or for inclusion in other offering material such publicly available information regarding Long Beach, its underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information; (h) Letters from at least two nationally recognized statistical rating agencies rating the Class A and Class A-IO Certificates in the highest rating category; and (viiii) Such further information, certificates, opinions and documents as the Purchaser Purchaser, MBIA, the Rating Agencies or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Citigroup Global Markets Inc. (the “Representative”) may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (iib) An Officer's Certificate substantially in the form Opinion of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Seller, and dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer’s Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateOriginator; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoOriginator, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement for Series 2005-OPT4, dated August 30, 2005 (the “Prospectus Supplement and Supplement”) relating to the Memorandum Offered Certificates contained under the captions "“Summary--—The Mortgage Loans,” “Risk Factors,” (to the extent of information concerning the Mortgage Loans contained therein) “The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" ” agrees with the records of the SellerOriginator; and (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Originator, the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance An Officer's Certificate of the CertificatesOriginator, each of dated the Closing Date, upon which shall include the Seller, the Purchaser and the Underwriter as an addressee; andmay rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (viie) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-3 (the "Prospectus Supplement"), dated May 11, 1999 under the caption "Pooling and Servicing Agreement--The Master Servicers--New Century Mortgage Corporation" agrees with the Memorandum records of the Master Servicer; (h) Such information for inclusion in the Prospectus Supplement under the captions "SummaryThe Mortgage Pool--Underwriting Standards; Representations--New Century's Underwriting Programs" and "Pooling and Servicing Agreement--The Master Servicers--New Century Mortgage Corporation", or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information as the Seller may reasonably request and as the Originator shall be capable of providing without unreasonable expense; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement under the captions "Summary of Prospectus Supplement--The Mortgage Loans", "Risk Factors", "The Mortgage Pool,", "Yield on the Certificates" and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage LoansCertificates" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. Inc (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 2 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 3 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 4; (vid) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance An Officer's Certificate of the CertificatesOriginator, each of dated the Closing Date, upon which shall include the Seller, the Purchaser and the Underwriter as an addressee; andmay rely, in the form of Exhibit 5 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (viie) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 6; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement Supplement, dated June 23, 1999 in the Summary under the subheading "The Mortgage Loans" and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Pooling and Servicing Agreement--The Master Servicer", agrees with the records of the Originator; (h) The Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage LoansSecurities VII, Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-LB1, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement -- The Master Servicer", or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated June 23, 1999 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Citigroup Global Markets Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerResponsible Party, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateResponsible Party; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2005-NC1, dated February 1, 2005 (the "Prospectus Supplement and Supplement") relating to the Memorandum Offered Certificates contained under the captions "Summary--The Mortgage PoolLoans," "Description Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerOriginator; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of ----------------- Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by the Purchaser and An Officers' Certificate of the Seller; , dated the Closing Date, upon which the Originator, the Purchaser, MBIA Insurance Corporation (ii"MBIA") An Officer's Certificate substantially and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit D-1 3 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, MBIA and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 4 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Originator, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit 5; (vid) Any other An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser, MBIA and the Underwriter may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser, MBIA and the Underwriter, substantially in the form attached hereto as Exhibit 7; (f) Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viig) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement Supplement, dated January 22, 1997 in the Summary under the subheading "The Mortgage Pool" and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Pooling and Servicing Agreement -- The Originator and Master Servicer" agrees with the records of the Originator; (h) The Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage LoansSecurities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1997-LB1, under the captions "The Mortgage Pool -- Underwriting Standards; Representations" and "Pooling and Servicing Agreement -- The Originator and Master Servicer" , or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated January 22, 1997 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) Such further information, certificates, opinions and documents as the Purchaser Purchaser, MBIA or the Underwriter may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (ia) This Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (iib) An Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iiic) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of DelawareMaryland, dated not earlier than 30 days prior to the Closing Date; (ivd) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and the each Underwriter may rely; (ve) A written opinion Written opinions of counsel for the Mortgage Loan Seller, substantially in a form reasonably acceptable to counsel for the form of Exhibit D-3 hereto and Purchaser, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the each Underwriter; (vif) Negative assurance letters, from counsel to the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser, regarding the Issuer Free Writing Prospectus and the Prospectus; (g) Any other opinions of counsel for the Mortgage Loan Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the each Underwriter as an addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viiih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers’ Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, [________________]. (“[_______]”) and [__________]. (“[_____]”, and together with [_______], the “Co-Representatives”), the Class II-A3 Insurer and the Underwriter NIMS Insurer, if any, may rely, attaching rely and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, bylaws and certificate of good standing regarding of the Seller from under the Secretary laws of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (ivb) A certificate An Officers’ Certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Co-Representatives, the Class II-A3 Insurer and the Underwriter NIMS Insurer, if any, may rely, with respect to certain facts regarding the sale of the Mortgage Loans, by the Seller to the Purchaser; (vc) A written opinion An Opinion of Counsel of the Seller (which may be in-house counsel for of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser Purchaser, the Class II-A3 Insurer, the Co-Representatives and the UnderwriterNIMS Insurer, if any; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies Agencies, the Co-Representatives, the Trustee, the Class II-A3 Insurer or the NIMS Insurer, if any, may reasonably request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans [and the Trust Swap Agreement] by the Seller to the Purchaser or the Seller’s execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, L.L.P.[___________________], certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--“Summary of Terms—Mortgage Loans”, “Risk Factors”, “The Mortgage Pool," "Description of the ” and “Long Beach Mortgage Pool" and "Risk Factors --The Mortgage Loans" Company” agrees with the records of the Seller; (f) The Seller shall deliver to the Purchaser for inclusion in the Prospectus Supplement under the caption “Long Beach Mortgage Company” or for inclusion in other offering materials, such publicly available information regarding the Seller, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as the Co-Representatives may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in the Prospectus Supplement); and (viiih) Such further information, certificates, opinions and documents as the Purchaser or the Co-Representatives may reasonably request.

Closing Documents. The (a) Before noon Eastern time on the Business Day prior to the Closing Documents Date, Seller shall consist of deliver to Buyer the following: (i) This Agreement duly executed and delivered by the Purchaser and the SellerLoan Schedule; (ii) An Officer's Certificate substantially in the form Settlement Statement; and (iii) completed drafts of Exhibit D-1 heretothe allonges and assignments contemplated to be delivered hereunder related to each Loan. (b) On or before noon Eastern time on the Closing Date, the parties shall exchange the following: (i) this Agreement, fully-executed; (ii) executed allonges and assignments for each Loan, completed to the reasonable satisfaction of both parties; and (iii) consents, to the extent required, executed by the Secretary or an assistant secretary of the Seller, and dated required parties in order to transfer any Asset hereunder. (c) On the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents after confirmation of receipt of the Seller;funds required under Section 6.4, Seller shall deliver the following documentation to Buyer: (iiii) A certificate of good standing regarding for each Loan, the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date;Collateral Documents shown on Exhibit B-1 with exceptions as noted on Exhibit B-2; and (ivii) A certificate {[____]} originals of the Seller substantially in the form Limited Power of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the SellerAttorney, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested I, fully-executed by counsel for the Seller and acceptable which shall only be used by Buyer to counsel for correct any errors contained on any assignment documents which are subsequently rejected by the Purchaserapplicable recording offices. Delivery shall be, dated at Buyer’s expense and choice, by (i) Buyer picking up such documentation from Seller (or Servicer or Seller’s document custodian, as the case may be) or (ii) overnight delivery using Buyer’s customary courier. (d) On the Business Day following the Closing Date Date: (i) Seller shall make the Loan Files available to Buyer for pickup. Buyer shall be responsible for arranging pickup of the files by a shipping company and the related shipping costs. (e) Within five (5) Business Days following the Closing Date: (i) Seller shall mail executed letters addressed to the Purchaser and Borrower, substantially in the Underwriter; (vi) Any other opinions form of counsel for the Seller required by the Rating Agencies in connection with the issuance Exhibit H, notifying such Borrower of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates conveyance of the Prospectus Supplement Loan to Buyer and the Memorandum (each as defined in Section 9), directing such Borrower to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum make all payments under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably requestLoan to Buyer.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Originator, the Purchaser and UBS Warburg LLC (the Seller"Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delaware; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerOriginator, and dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from Originator under the Secretary laws of State for the State its state of Delaware, dated not earlier than 30 days prior to the Closing Dateincorporation; (ivd) A certificate An opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoOriginator, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum contained under the captions "Summary--The Mortgage PoolLoans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; andOriginator; (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Subsequent Transfer Date, upon which the Purchaser and Salomon Brothers Inc (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, and dated the Closing Subsequent Transfer Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Subsequent Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Subsequent Transfer Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Subsequent Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated September 22, 1998, under the captions "Summary--Summary-- The Mortgage Pool," "Description of Risk Factors-- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Risk Factors --The Mortgage LoansPooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Seller; and (viiif) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Originator, the Purchaser and UBS Warburg LLC (the Seller"Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delaware; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerOriginator, and dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by- laws and certificate of good standing regarding of the Seller from Originator under the Secretary laws of State for the State its state of Delaware, dated not earlier than 30 days prior to the Closing Dateincorporation; (ivd) A certificate An opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoOriginator, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum contained under the captions "Summary--The Mortgage PoolLoans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; andOriginator; (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer’s Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Bear, ▇▇▇▇▇▇▇ & Co. Inc. (the “Representative”) may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (iib) An Officer's Certificate substantially in the form Opinion of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Seller, and dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer’s Certificate of the Responsible Party, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateResponsible Party; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement for Series 2006-NC5, dated December 14, 2006 (the “Prospectus Supplement and Supplement”) relating to the Memorandum Offered Certificates contained under the captions "“Summary--—The Mortgage Pool," "” “Legal Proceedings,” “Risk Factors,” (to the extent of information concerning the Mortgage Loans contained therein) and “Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" ” agrees with the records of the SellerOriginator; and (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Originator, the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "SummarySummary of Prospectus Supplement--The Mortgage Loans", "Risk Factors", "The Mortgage Pool,", "Yield on the Certificates" and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage LoansCertificates" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement this Agreement, duly executed and delivered by the Purchaser and the Seller; (ii) An each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary Assistant Secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, and upon which the Purchaser Depositor, Credit Suisse Securities, the other Underwriters and the Underwriter Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement and (B) the organizational documents of the Seller; (iiiiv) A a certificate of good standing regarding with respect to the Seller from issued by the Secretary of State for of the State of Delaware, dated Delaware not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (ivv) A certificate a Certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller on the Seller's behalf and dated the Closing Date, and upon which the Purchaser and the Underwriter Interested Parties may rely; (vvi) A a written opinion or opinions of counsel for the Seller, substantially in the form Seller (which may include an opinion of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaserin-house counsel), dated the Closing Date and addressed to the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and the Underwriter; (vi) Any shall cover such corporate and other opinions of counsel for the Seller matters as shall be reasonably required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; andPurchaser; (vii) A letter one or more comfort letters from Deloitte Ernst & Touche, L.L.P.Young LLP, certified public accountants, dated the dates date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, the Depositor, Credit Suisse Securities, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the Depositor, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement and the Memorandum (each as defined in Section 9)Prospectus Supplement, compared the results of their calculations to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth corresponding items in the any preliminary Prospectus Supplement and the Memorandum under Prospectus Supplement, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement and the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees Prospectus Supplement, respectively, to be in agreement with the records results of the Seller; andsuch calculations; (viii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Purchaser dated the Closing Date in form acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with the resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to the Closing Date of the Purchaser; and (x) such other certificates of the Purchaser's officers, such opinions of the Purchaser's counsel (which may include in-house counsel) and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller or its counsel may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (ia) This Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (iib) An Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iiic) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of DelawareCalifornia, dated not earlier than 30 days prior to the Closing Date; (ivd) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and the each Underwriter may rely; (ve) A written opinion Written opinions of counsel for the Mortgage Loan Seller, substantially in a form reasonably acceptable to counsel for the form of Exhibit D-3 hereto and Purchaser, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the each Underwriter; (vif) Negative assurance letters, from counsel to the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser, regarding the Issuer Free Writing Prospectus and the Prospectus; (g) Any other opinions of counsel for the Mortgage Loan Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the each Underwriter as an addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viiih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers’ Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a form acceptable to the Purchaser; (b) A Secretary’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, attaching in a form acceptable to the Purchaser, and attached thereto as exhibits copies of the organizational documents certificate of incorporation, by-laws and certificate of good standing of the Seller; (iiic) A certificate An Opinion of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate Counsel of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (vid) Any other opinions An Officers’ Certificate of counsel for each Originator, dated the Seller required by the Rating Agencies in connection with the issuance of the CertificatesClosing Date, each of upon which shall include the Purchaser and the Underwriter as an addressee; andmay rely, in a form acceptable to the Purchaser; (viie) A Secretary’s Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" Supplement, dated September 29, 2005, agrees with the records of the Seller; (h) Letters from certified public accountants for each Originator, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated September 29, 2005 under the subheading “The Master Servicer and the Servicers—The Servicers” agrees with the records of the Servicer; and (viiii) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and Salomon Brothers Inc (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 3 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 4 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 5; (vid) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance An Officer's Certificate of the CertificatesOriginator, each of dated the Closing Date, upon which shall include the Seller, the Purchaser and the Underwriter as an addressee; andmay rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (viie) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 7; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement Supplement, dated May 27, 1998 in the Summary under the subheading "The Mortgage Pool" and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Pooling and Servicing Agreement-- The Originator and Master Servicer", agrees with the records of the Originator; (h) The Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage LoansSecurities VII, Inc., Asset-Backed Certificates, Series 1998-AQ1, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement-- The Originator and Master Servicer", or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated May 27, 1998 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The A. At the time of Closing, Sellers shall deliver (or shall have delivered to the Escrow Agent as noted below) the following duly executed documents (it being understood that Seller shall deliver to Buyer at Closing Documents shall consist one complete set of each of the following:following closing documents and deliveries relating to each parcel comprising the Property): 1. Two (2) business days prior to Closing, a special warranty deed (the “Deed”), conveying the Property to the Buyer, subject only to the Permitted Exceptions, in the forms attached hereto as Schedule 4. 2. Two (2) business days prior to Closing, two counterparts of an assignment of personal property, service contracts, warranties and leases, in the form attached hereto as Schedule 6 and by this reference made a part hereof, duly executed by Sellers, pursuant to which (i) This Agreement duly executed Sellers shall convey the tangible Personal Property, the Intangible Property, the Warranties, the Licenses and delivered by Permits, the Purchaser Books and Records and the Seller; Plans and Specs to Buyer, and (ii) An Officer's Certificate substantially Sellers shall assign to Buyer, and Buyer shall assume from and after the date of Closing, Sellers’ interest in and to the Leases and Designated Service Contracts, as amended or supplemented pursuant to this Agreement (the “▇▇▇▇ of Sale and Assignment”); 3. Two (2) business days prior to Closing, a notice, countersigned with Buyer (the “Tenant Notice”) in the form of Exhibit D-1 Schedule 7 attached hereto, executed by the Secretary or an assistant secretary which Buyer shall send to each tenant under each of the SellerLeases informing such tenant of the sale of the Property and of the assignment to Buyer of Sellers’ interest in, and dated obligations under, the Leases (including, if applicable any security deposits) and directing that all rent and other sums payable after the Closing Date, and upon which under each such Lease shall be paid as set forth in the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller;notice. 4. Two (iii2) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 business days prior to the Closing, a certificate (“Seller’s Closing Date; (iv) A certificate Certificate”), dated as of the Seller substantially date of Closing and duly executed by Sellers, in the form of Exhibit D-2 Schedule 8 attached hereto, stating that the representations and warranties of Sellers contained in Section 7 of this Agreement are true and correct in all respects as of the date of Closing. 5. Two (2) business days prior to Closing, such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Sellers; 6. Two (2) business days prior to Closing, an affidavit duly executed by an executive officer or authorized signatory Sellers stating that Sellers are not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of the Seller and dated the Closing Date, and upon which the Purchaser 1980 and the Underwriter may rely; (v) A written opinion of counsel for the Seller1984 Tax Reform Act and a title insurance affidavit and GAP Indemnity, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) Any other opinions of counsel for the Seller if required by the Rating Agencies Title Company, duly executed by Sellers or a representative of Sellers, in form and content reasonably satisfactory to Sellers and the Title Company; 7. To Buyer, at the Property, possession of the Leases together with such leasing and property files and records which are material in connection with the issuance continued operation, leasing and maintenance of the CertificatesProperty, each all to the extent not previously delivered; together with a copy of which shall include the Purchaser and Rent Roll for the Underwriter Property dated not more than two (2) Business Days prior to Closing showing all categories of information shown in the rent roll attached hereto as an addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P.Schedule 9, certified public accountantsby Sellers to be true, dated the dates correct and complete in all material respects; 8 Possession and occupancy of the Prospectus Supplement and the Memorandum (each as defined in Section 9)Property, subject to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.Permitted Exceptions;

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by the Purchaser and An Officers' Certificate of the Seller; , dated the Closing Date, upon which the Originator, the Purchaser, Financial Security Assurance Inc. (ii"FSA") An Officer's Certificate substantially and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit D-1 3 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, FSA and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 4 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Originator, the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 5; (vid) Any other An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser, FSA and the Underwriter may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware; (e) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 7; (f) Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viig) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement Supplement, dated September 20, 1996 in the Summary under the subheading "The Mortgage Pool" and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Pooling and Servicing Agreement-- The Originator and Master Servicer" agrees with the records of the Originator; (h) The Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage LoansSecurities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1996-LB1, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement-- The Originator and Master Servicer" , or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated September 20, 1996 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents 1. At or prior to each Closing, Sellers, at their sole cost and expense, shall consist deliver to CSCP (or to CSCP's nominee or designee) the following, to the extent applicable, each of which shall be executed by the appropriate Seller (or such other party as indicated below) and, to the extent applicable, acknowledged: (a) A deed conveying fee simple title to the Properties located in the State of New York (the "New York Properties") in the form of EXHIBIT U-1 attached hereto and made a part hereof; (b) A deed conveying fee simple title to the Properties located in the State of Ohio (the "Ohio Properties") in the form of EXHIBIT U-2 attached hereto and made a part hereof; (c) A deed conveying fee simple title to the Properties located in the State of Connecticut (the "Connecticut Properties") in the form of EXHIBIT U-3 attached hereto and made a part hereof; (d) A deed conveying fee simple title to the Properties located in the Commonwealth of Pennsylvania (the "Pennsylvania Properties") in the form of EXHIBIT U-4 attached hereto and made a part hereof; (e) An assignment and assumption of leases for each of the following:Premises (collectively, the "Assignment and Assumption of Leases") in the form of EXHIBIT V attached hereto and made a part hereof; (f) With respect to those Service Contracts that have not been terminated in accordance with this Agreement, an assignment and assumption of Service Contracts for each of the Premises (collectively, the "Assignment and Assumption of Service Contracts") in the form of EXHIBIT W attached hereto and made a part hereof; (g) A ▇▇▇▇ of sale and general assignment for each of the Premises in the form of EXHIBIT X attached hereto and made a part hereof; (h) Duly executed and sworn affidavits, declarations and indemnifications respecting the existence of mechanic's or materialmen's liens and other third party rights relating to matters of title, as reasonably required by the Title Company; (i) This Agreement duly executed A certification of non-foreign status in the form of EXHIBIT Y attached hereto and delivered made a part hereof from each of Sellers; (j) Complete sets of "as-built" plans and specifications for the improvements in Seller's possession or control; (k) The originals, or if the originals are not in Sellers' possession, copies certified by the Purchaser Sellers to be true, correct and complete, of all documents attached as or referred to in the Exhibits to this Agreement, including, without limitation, the Leases (and all tenant files related thereto), the Debt Documents, the Tenant Estoppel Certificates and the Service Contracts being assumed by CSCP; (l) A certificate of Sellers in the form of EXHIBIT Z attached hereto and made a part hereof dated as of the Closing Date, certifying that all of Sellers' representations and warranties set forth in this Agreement remain true, correct and complete, as if made on the Closing Date (except for those made as of a specific time), or if not, specifying the respect in which any such representation or warranty is no longer true, correct and complete; (m) Assignments or reissuances of the Letter of Credit Security Deposits; (n) An update of each Rent Roll, dated as of the Closing Date and represented and certified by Sellers to be true, correct and complete in all material respects with respect to the information contained therein; (o) All maintenance records and operating manuals pertaining to the Property in Sellers' possession or control; (p) All keys to the Premises in Sellers' possession or control; (q) A letter to each of the Tenants in the form of EXHIBIT AA attached hereto and made a part hereof advising them of the change in ownership of the Premises and the transfer of the Security Deposits and directing that rentals or other payments thereafter be paid to a payee designated by CSCP, and otherwise complying with applicable law; (r) A letter to each of the service providers under the Service Contracts assumed by CSCP in form and content reasonably acceptable to Sellers and CSCP advising the service providers of the change in ownership of the Premises; (s) A non-compete agreement between CSCP and each of ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇ III, ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ & Associates, Inc. (collectively, the "▇▇▇▇▇ Parties") in the form of EXHIBIT BB-1 attached hereto and made a part hereof, executed by each of the ▇▇▇▇▇ Parties with respect to each New York Property located in the State of New York (the "New York Non-Compete Agreement"); (t) A non-compete agreement between CSCP and each of the ▇▇▇▇▇ Parties in the form of EXHIBIT BB-2 attached hereto and made a part hereof, executed by each of the ▇▇▇▇▇ Parties with respect to each Ohio Property (the "Ohio Non-Compete Agreement"); (u) A non-compete agreement between CSCP and each of the ▇▇▇▇▇ Parties in the form of EXHIBIT BB-3 attached hereto and made a part hereof, executed by each of the ▇▇▇▇▇ Parties with respect to each Connecticut Property (the "Connecticut Non-Compete Agreement"); (v) A non-compete agreement between CSCP and each of the ▇▇▇▇▇ Parties in the form of EXHIBIT BB-4 attached hereto and made a part hereof, executed by each of the ▇▇▇▇▇ Parties with respect to each Pennsylvania Property (the "Pennsylvania Non-Compete Agreement"); (w) The Assumption Documents; (x) The Buffalo Broad Release; (y) A domain name assignment, the change of registrant forms and any additional documentation required to assign to CSCP any domain names for the Premises in form and content reasonable satisfactory to CSCP (collectively, the "Domain Name Documents"); (z) A Property Management Agreement for each of the Premises containing the terms set forth in EXHIBIT CC attached hereto and made a part hereof and otherwise on terms satisfactory to both CSCP and Sellers (collectively, the "Property Management Agreements"); (aa) An agreement regarding CSCP's obligations and rights with respect to future properties developed or acquired/owned by Sellers and/or Sellers' affiliates or principals in the form of EXHIBIT DD attached hereto and made a part hereof (the "Future Properties Agreement"); (bb) An assignment of all guarantees, warranties and indemnities given to Development Sellers (as hereinafter defined) or any affiliates of Development Sellers by any contractors, subcontractors, consultants or materialmen who shall have furnished materials or supplies or performed work or services in connection with the Development Work (including the benefit of all guaranties and warranties contained in the Development Contracts). (cc) For each New York Property, Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate, and Certification of Exemption from the Payment of Estimated Personal Income Tax (Form TP-584) and Real Property Transfer Report (Form RP-5217) and any other transfer tax forms required under New York law (the "New York Transfer Tax Forms") (dd) For each Pennsylvania Property, Realty Transfer Tax Statement of Value and any other transfer tax forms required under Pennsylvania state or local law (the "Pennsylvania Transfer Tax Forms"); (ee) For each Connecticut Property, State and Town Conveyance Tax Forms and any other transfer tax forms required under Connecticut state or local law (the "Connecticut Transfer Tax Forms"; and together with the New York Transfer Tax Forms and the Pennsylvania Tax Forms, the "Transfer Tax Forms"); (ff) Such corporate, partnership and/or limited liability company certificates and resolutions as CSCP and the Title Company may reasonably request in order to confirm each Seller's authority to consummate the transactions contemplated hereby; (gg) A certificate of each Unit Holder in the form attached hereto as EXHIBIT EE; (hh) True, correct and complete copies of operating statements relating to the Premises for the period commencing on January 1, 2005 and ending on the last day of the month immediately prior to the Closing Date which do not contain untrue statements of any material facts or omit to state a material fact necessary to make the information contained therein not misleading; (ii) An Officer's Certificate substantially in the form Certificates of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, Full Force and Effect for each Seller dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; no more than thirty (iii30) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (ivjj) A certificate of Registration Rights Agreement by and among Cedar and the Seller substantially Unit Holders, in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of attached hereto as EXHIBIT OO (the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely"Registration Rights Agreement"); (vkk) A written opinion of counsel for the SellerAn agreement regarding partnership issues by and among [CSCP AND THE UNIT HOLDERS], substantially in the form of Exhibit D-3 attached hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for EXHIBIT PP (the Seller and "Side Agreement"); (ll) Evidence acceptable to counsel for CSCP in its reasonable discretion of the Purchaserprocuring of the insurance policies required pursuant to Article XXIV below; (mm) The Updated Exhibits, dated certified by Sellers to be true, correct and complete; (nn) The Purchase Option Waivers, certified by Sellers to be true, correct and complete, or the evidence required pursuant to clause (ii) of Section 2 of Article XXII, as applicable; (oo) Payoff letters indicating the outstanding principal balance, any accrued and unpaid interest, and any other expenses outstanding as of the Closing Date and addressed with respect to any loan that CSCP shall not assume pursuant to the Purchaser and the Underwriterterms of this Agreement; (vipp) Any other opinions of counsel for If applicable, the Seller required by ▇▇▇▇▇▇ Ground Lease (as hereinafter defined); (qq) If applicable, the Rating Agencies in connection with ▇▇▇▇▇ Ground Lease (as hereinafter defined); (rr) If applicable, the issuance Grove City Ground Lease (as hereinafter defined); (ss) If applicable, the Geneseo Ground Lease (as hereinafter defined); and (tt) Evidence reasonably satisfactory to CSCP of the Certificatessettlement of the Pending Litigations. 2. At each Closing, to the extent applicable, CSCP (or CSCP's designee or nominee), at CSCP's sole cost and expense, shall deliver to Sellers the following, each of which shall include be executed by CSCP or its nominee or designee (or such other party as indicated below) and, to the Purchaser extent applicable, acknowledged: (a) The Consideration required pursuant to Article II, in the amount and form required thereby; (b) The Assignment and Assumption of Leases; (c) The Assignment and Assumption of Service Contracts; (d) The Assignment and Assumption of Permits; (e) The Assumption Documents; (f) Such corporate, partnership and/or limited liability company certificates and resolutions as Sellers and the Underwriter Title Company may reasonably request in order to confirm CSCP's authority to consummate the transactions contemplated hereby; (g) A certificate of CSCP in the form of EXHIBIT FF attached hereto and made a part hereof dated as an addresseeof the Closing Date, certifying that all of CSCP's representations and warranties set forth in this Agreement remain true, correct and complete as of the Closing Date (except for those made as of a specific time), or if not, specifying the respect in which any such representation or warranty is no longer true, correct and complete; (h) The Transfer Tax Forms; (i) The New York Non-Compete Agreement; (j) The Ohio Non-Compete Agreement; (k) The Connecticut Non-Compete Agreement; (l) The Pennsylvania Non-Compete Agreement; (m) The Domain Name Documents; (n) The Property Management Agreements; (o) The Future Properties Agreement; (p) The Registration Rights Agreement; (q) The Side Agreement; (r) If applicable, the ▇▇▇▇▇▇ Ground Lease; (s) If applicable, the ▇▇▇▇▇ Ground Lease; (t) If applicable, the Grove City Ground Lease; and (viiu) A letter or letters from Deloitte & ToucheIf applicable, L.L.P.the Geneseo Ground Lease. 3. At the Stabilized Closing, certified public accountants, dated the dates no portion of the Prospectus Supplement Required Deposit shall be returned to CSCP, and the Memorandum Title Company shall continue to hold the Required Deposit in accordance with the terms of the Escrow Agreement. At the final Development Closing, or any termination of this Agreement (each as defined in Section 9other than pursuant to Article XVIII), the Required Deposit shall be returned to CSCP. 4. At or before each Closing, CSCP and Sellers shall each execute and deliver such other customary instruments as are reasonably required by the Title Company or otherwise required to consummate the purchase and sale of the Property in accordance with the terms hereof, including, without limitation, an agreement (the "Designation Agreement") designating the Title Company as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Internal Revenue Code of 1986, as amended (the "Code") and the regulations promulgated thereunder, and executed by Sellers, CSCP and the Title Company. The Designation Agreement shall be in a form reasonably acceptable to the effect that they have performed certain specified procedures as a result parties, and, in any event, shall comply with the requirements of which they have determined that certain information Section 6045(e) of an accounting, financial or statistical nature set forth in the Prospectus Supplement Code and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably requestregulations promulgated thereunder.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by the Purchaser and An Officers' Certificate of the Seller; , dated the Closing Date, upon which the Purchaser, Financial Security Assurance Inc. (ii"FSA") An Officer's Certificate substantially and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, FSA and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated December 13, 1996, under the captions "Summary--The Mortgage PoolRisk Factors," "Description of the The Mortgage Pool" and "Risk Factors --The Mortgage LoansYield on the Certificates" agrees with the records of the Seller; and (viiif) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Agent shall consist have received each of the followingfollowing documents, all of which shall be satisfactory in form and substance to the Agent and its counsel and to the Lenders: (i) This certified copies of the articles or certificate of incorporation and bylaws of each Borrower as in effect on the Effective Date, (ii) certified copies of all corporate action, including shareholder approval, if necessary, taken by each Borrower to authorize the execution, delivery and performance of this Agreement, the Loan Documents, and the borrowings under this Agreement, (iii) certificates of incumbency and specimen signatures with respect to each of the officers of each Borrower authorized to execute and deliver this Agreement and the Loan Documents on behalf of each Borrower or other Person executing any document, certificate or instrument to be delivered in connection with this Agreement or the Loan Documents and, in the case of each Borrower, to request borrowings under this Agreement, (iv) a certificate evidencing the good standing of each Borrower in the jurisdiction of its incorporation and in each other jurisdiction in which it is required to be qualified as a foreign corporation to transact its business as presently conducted, (v) copies of all financial statements referred to in SECTION 6.1(o) and meeting the requirements thereof, (vi) a signed opinion of Akerman, Senterfitt & Eids▇▇, ▇.A., counsel for the Borrowers and the Trust, substantially in the form of EXHIBIT C, and of such local counsel for the Borrowers and the Trust as may be required, opining as to such matters in connection with the transactions contemplated by this Agreement as the Agent or its counsel may reasonably request, (vii) an opinion of Lytl▇ ▇▇▇▇▇ & ▇url▇▇ ▇▇▇ Crow▇ & Dunl▇▇▇, ▇▇ch dated the Effective Date (which opinion may be delivered orally on the Effective Date and followed by a signed written opinion promptly thereafter) opining that (A) the Airframe and Engine Mortgage and the Mortgage Supplement are in due form for recordation by the FAA and have been duly filed for recordation with the FAA, (B) the Collateral described in the Airframe and Engine Mortgage and in the Mortgage Supplement is free and clear of all Liens other than the Security Interest, (C) the Security Interest in all Collateral that consists of Airframe Inventory registered in the United States is a perfected, first priority Security Interest, (D) the Security Interest in all Engine Inventory is a perfected, first priority Security Interest, (E) no filings or recordings (other than the above described filings with the FAA) are necessary to perfect the Security Interest in any jurisdiction within the United States, and (F) no authorization, approval, consent, license, or order of, registration with, or giving of notice to, the FAA Engines Registry is required for the valid authorization, delivery or performance of the Airframe and Engine Mortgage and any Mortgage Supplement except for such authorizations, approvals, consents, licenses, orders, registrations and notices as have been effected, (viii) the Financing Statements duly executed and delivered by the Purchaser Borrowers and the Seller;Trust and acknowledgement copies evidencing the filing of such Financing Statements in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest, (iiix) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, Airframe and Engine Mortgage and the Mortgage Supplement duly executed by each Borrower and the Secretary or an assistant secretary Trust, (x) a certification from the principal officers of the SellerBorrowers as to such factual matters as shall be requested by the Agent, (xi) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral, together with loss payable clauses which comply with the terms of SECTION 8.8, the Mortgages and dated the Closing Airframe and Engine Mortgage, (xii) a certificate of the Financial Officer (or such other officer of Kell▇▇▇▇▇ ▇▇ may be acceptable to the Agent) stating that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, (A) all of the representations and warranties made or deemed to be made under this Agreement are true and correct as of the Effective Date, and upon which after giving effect to the Purchaser Loans to be made at such time and the Underwriter may rely, attaching thereto as exhibits the organizational documents application of the Seller;proceeds thereof, and (iiiB) A certificate no Default or Event of good standing regarding the Seller from the Secretary Default exists, (xiii) a Borrowing Base Certificate, a Schedule of State for the State Inventory and a Schedule of DelawareReceivables, dated prepared as of a date not earlier more than 30 5 days prior to the Closing Effective Date;, (ivxiv) A certificate solvency certificates, certificates of projection of income and cash flow, and such other certificates as the Agent may require to evidence each Borrower's solvency, (xv) copies of the Seller substantially Mortgages duly executed and delivered by the applicable Borrowers and evidencing the recording of each such instrument in the form of Exhibit D-2 heretoappropriate jurisdiction for the recording thereof on the Real Estate subject thereto, executed by an executive officer or authorized signatory in order to create in favor of the Seller Agent (for the benefit of the Secured Parties) a valid first Lien on and dated security title to the Closing DateReal Estate described therein, and upon which or, at the Purchaser and option of the Underwriter may rely;Agent, in proper form for recording in such jurisdiction, (vxvi) A written opinion one or more fully paid mortgagee title insurance policies or, at the option of counsel the Agent, unconditional commitments for the Seller, substantially in the form of Exhibit D-3 hereto issuance thereof with all requirements and subject conditions to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificatesfinal policy deleted or marked satisfied, issued by a title insurance company satisfactory to the Agent, each in an amount equal to not less than the fair market value of the Real Estate subject to the Mortgage insured thereby, insuring that such Mortgage creates a valid first Lien on, and security title to, all Real Estate described therein, with no survey exceptions and no other exceptions which the Agent shall not have approved in writing, (xvii) such materials and information concerning the Real Estate as the Agent may require, including, without limitation, (A) current and accurate surveys satisfactory to the Agent of all of the owned Real Estate, certified to the Agent and showing the location of the 100-year and 50-year flood plains thereon, (B) zoning letters as to the zoning status of all of the owned Real Estate, (C) certificates of occupancy covering all of the Real Estate, and (D) owner's affidavits as to such matters relating to the owned Real Estate as the Agent may request, (xviii) landlord's, warehouseman's or mortgagee's waiver and consent agreements duly executed on behalf of each landlord, warehouseman or mortgagee, as the case may be, of Real Estate and any other real property on which any Collateral is located, -63- 72 (xix) Agency Account Agreements, each duly executed by the applicable Borrowers and the Clearing Bank party thereto, (xx) the Initial Notice of Borrowing, duly executed by the chief financial officer of Kell▇▇▇▇▇, (xxi) a report from a qualified engineering firm or other qualified consultant acceptable to the Agent with respect to an investigation and audit of all Real Estate, which shall include be based on a thorough review of past and present uses, occupants, ownership and tenancy of the Purchaser and property and/or adjacent properties and/or upgradient properties regarding (A) subsurface ground water hazards, soils and/or test boring reports; (B) contact with local, state or federal agencies regarding known or suspected hazardous material contamination of the Underwriter as an addresseeproperty or other properties in the area; (C) review of aerial photographs; (D) visual site inspection noting unregulated fills, storage tanks or areas, ground discoloration or soil odors; and (viiE) A letter other investigative methods deemed necessary by the consultant or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates Agent to enable the consultant to report that there is no apparent or likely contamination of the Prospectus Supplement and property or another property in the Memorandum area, (each as defined in Section 9)xxii) if deemed reasonably necessary to further investigate suspected or likely contamination, supplemental environmental reports prepared by qualified consultants of the analysis of core drilling or ground water samples from the property, showing no contamination by hazardous materials, (xxiii) an appraisal of all owned Real Estate prepared by appraisers satisfactory to the effect that they have performed certain specified procedures as Agent, establishing values at levels satisfactory to the Agent, (xxiv) a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description certified copy of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees organizational trust agreement governing the Trust, together with such certifications from the records trustee of the Seller; Trust with respect to the Loan Documents to which the Trust is a party as the Agent may request, (xxv) copies of each of the other Loan Documents duly executed by the parties thereto, together with evidence satisfactory to the Agent of the due authorization and binding effect of each such Loan Document on such party, and (viiixxvi) Such further certificates, opinions such other documents and documents instruments as the Purchaser Agent or any Lender may reasonably request.

Closing Documents. The Closing Documents Lender shall consist have received each of the following, in number, form, scope and substance satisfactory to Lender and its counsel: 6.4.1 An intercreditor agreement in form and substance satisfactory to Lender with respect to (i) This Agreement duly executed and delivered by the Purchaser subordination of the Sellers Notes and the Seller; indebtedness of U.S. Holdings Guarantor under the Sirrom Loan Agreement to the Obligations of Obligated Borrowers and Corporate Guarantors to Lender, and (ii) An Officer's Certificate substantially the relative priorities of the security interests of Lender, Sirrom and Sellers in the form of Exhibit D-1 hereto, U.S. Collateral and the Individual Guarantor Collateral; 6.4.2 A stock pledge agreement duly executed by the Secretary or an assistant secretary Arge▇▇▇▇▇▇▇ Security, pursuant to which Arge▇▇▇▇▇▇▇ ▇▇▇urity pledges to Lender all of the Sellercapital stock of Intersec, together with the original stock certificates for such stock and related stock transfer powers and proxy; 6.4.3 A collateral assignment in favor of Lender of all of Arge▇▇▇▇▇▇▇ ▇▇▇urity's right, title and interest in, and dated rights to indemnification under, the Closing DateIntersec Purchase Agreement; 6.4.4 Financing statements under the Code, duly executed by Intersec, and upon which in appropriate form for filing in all jurisdictions necessary to perfect Lender's security interest in the Purchaser and U.S. Collateral granted pursuant to Section 3 above (to the Underwriter extent that such security interest may rely, attaching thereto as exhibits the organizational documents of the Sellerbe perfected by filing); (iii) A certificate 6.4.5 An original promissory note, duly executed by Intersec in favor of good standing regarding Lender evidencing Intersec's obligations under the Seller from the Secretary of State for the State of DelawareLoan Agreement, dated not earlier than 30 days prior to the Closing Dateas amended hereby; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written 6.4.6 An opinion of counsel for the Sellerto Obligated Borrowers, substantially Corporate Guarantors and Intersec, in the form of Exhibit D-3 hereto and subject substance satisfactory to Lender and its counsel, as to such reasonable assumptions and qualifications matters as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterLender shall reasonably request; (vi) Any 6.4.7 A secretarial and incumbency certificate of Intersec, with copies of the corresponding corporate resolutions attached thereto; 6.4.8 The officer's certificate described in Section 6.5 below; 6.4.9 Good standing certificates of Intersec from its jurisdiction of incorporation and each jurisdiction in which it is qualified to transact business as a foreign corporation; 6.4.10 Certified copies of the Intersec Purchase Agreement and each of the other opinions of counsel for the Seller required by the Rating Agencies agreements, documents, instruments and certificates executed or delivered in connection with therewith (collectively, the issuance "Intersec Purchase Documents"); 6.4.11 Certified copies of the Certificates, Sirrom Loan Agreement and each of which shall include the Purchaser other agreements, documents, instruments and certificates executed or delivered in connection therewith (collectively, the Underwriter as an addressee; and"Sirrom Documents"); (vii) 6.4.12 A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), certificate to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" Amendment Effective Date and "Risk Factors --The Mortgage Loans" agrees after giving effect to the transactions contemplated hereby, Intersec, each Obligated Borrower and each Corporate Guarantor is Solvent, together with the records such supporting evidence as Lender shall reasonably request; 6.4.13 Evidence of the Seller; andtermination and release of all Liens on the assets of Intersec other than Permitted Liens; (viii) 6.4.14 Such further certificatesother documents, opinions instruments, agreements and documents certificates as the Purchaser may Lender shall reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Bear, ▇▇▇▇▇▇▇ & Co. Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerResponsible Party, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateResponsible Party; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2005-NC4, dated August 11, 2005 (the "Prospectus Supplement and Supplement") relating to the Memorandum Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerOriginator; and (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Originator, the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance An Officer's Certificate of the CertificatesOriginator, each of dated the Closing Date, upon which shall include the Seller, the Purchaser and the Underwriter as an addressee; andmay rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (viie) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Depositor's Prospectus Supplement and the Memorandum for Series 1999-NC4, dated August 23, 1999 under the captions "Summary--The Mortgage PoolLoans," "Description of the Risk Factors," "The Mortgage Pool" (except with respect to the information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the records of the Seller and the information contained under the captions "The Mortgage Pool--Underwriting Standards" and "Risk Factors --The Mortgage LoansPooling and Servicing Agreement--The Master Servicer" agrees with the records of the SellerOriginator; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Salomon Brothers Inc (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated September 22, 1998, under the captions "Summary--Summary -- The Mortgage Pool," "Description of Risk Factors -- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Risk Factors --The Mortgage LoansPooling and Servicing Agreement -- The Master Servicer" agrees with the records of the Seller; and (viiif) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Citigroup Global Markets Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerResponsible Party, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateResponsible Party; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2005-OPT2, dated February 1, 2005 (the "Prospectus Supplement and Supplement") relating to the Memorandum Offered Certificates contained under the captions "Summary--The Mortgage PoolLoans," "Description Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerResponsible Party; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by the Purchaser and An Officers' Certificate of the Seller; , dated the Closing Date, upon which the Purchaser, Financial Security Assurance Inc. (ii"FSA") An Officer's Certificate substantially and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, FSA and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated December 17, 1996, under the captions "Summary--Summary-- The Mortgage Pool," "Description of Risk Factors-- Additional Risks Associated with the Mortgage Loans," "--Second Liens," "The Mortgage Pool" and "Risk Factors --The Pooling and Servicing Agreement-- The Mortgage LoansLoan Seller and Master Servicer" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers' Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the each Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter Citigroup Global Markets Inc. and Lehman Brothers Inc. (t▇▇ "▇▇derwriters") may rely, attaching in a form acceptable to the Purchaser, and attached thereto as exhibits the organizational documents copies of the certificate of incorporation, by-laws and certificate of good standing of each Seller; (iiib) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date[Reserved]; (ivc) A certificate An Opinion of the Seller substantially in the form Counsel of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the each Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterUnderwriters, in a form acceptable to the Purchaser; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Sellers to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, L.L.P.LLP, certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated November 25, 2003 under the captions subheadings "SummarySummary of Prospectus Supplement--The Mortgage PoolLoans," "Description Risk Factors" (to the extent of information regarding the Mortgage Pool" Loans therein) and "Risk Factors --The The Mortgage LoansPool" agrees with the records of the SellerSellers; (f) A letter from Deloitte & Touche, LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated November 25, 2003 under the subheading "Pooling and Servicing Agreement--The Master Servicer" agrees with the records of the Master Servicer; and (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement this Agreement, duly executed and delivered by the Purchaser and the Seller; (ii) An each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) an Officer's Certificate substantially in form and substance reasonably acceptable to CSFB Mortgage Securities, CSFB LLC, the form other Underwriters and the Rating Agencies (collectively, for purposes of Exhibit D-1 heretothis Section 7, the "Interested Parties"), executed by the Secretary or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Seller; (iiiiv) A a certificate of good standing regarding with respect to the Seller from issued by the Secretary Comptroller of State for the State of Delaware, dated Currency not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (ivv) A certificate a Certificate of the Seller substantially in form and substance reasonably acceptable to the form of Exhibit D-2 heretoInterested Parties, executed by an executive officer or authorized signatory of the Seller on the Seller's behalf and dated the Closing Date, and upon which the Purchaser Interested Parties may rely, which sets forth that the representations and warranties of the Seller in this Agreement and the Underwriter may relyIndemnification Agreement are true and correct in all material respects as of the Closing Date, subject to the exceptions set forth in Schedule C-1 and Section 18; (vvi) A a written opinion or opinions of counsel for the Seller, substantially in the form Seller (which may include an opinion of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaserin-house counsel), dated the Closing Date and addressed to the Purchaser Interested Parties and the Underwriterrespective parties to the Pooling and Servicing Agreement, which opinions shall be in form and substance reasonably acceptable to the addressees; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii) A a letter from Polsinelli Shalton & Welte P.C. special counsel for the Seller, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Da▇▇ ▇▇d addressed to CSFB Mortgage Securities, CSFB LLC and the other Underwriters, which letter shall be in form and substance reasonably acceptable to the recipient; (viii) one or more comfort letters from Deloitte Ernst & Touche, L.L.P.Young LLP, certified public accountants, dated the dates date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement and the Memorandum (each as defined in Section 9)Prospectus Supplement, compared the results of their calculations to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth corresponding items in the any preliminary Prospectus Supplement and the Memorandum under Prospectus Supplement, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement and the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees Prospectus Supplement, respectively, to be in agreement with the records results of the Seller; andsuch calculations; (viiiix) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may require and in a form reasonably acceptable to the Purchaser and the Seller; (x) a written certificate or certificates of the Purchaser dated the Closing Date in form and substance reasonably acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to the Closing Date of the Purchaser; and (xi) such other certificates of the Purchaser's officers, such opinions of the Purchaser's counsel (which may include in-house counsel) and such other documents required to evidence its fulfillment of the conditions set forth in this Agreement as the Seller or its counsel may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Citigroup Global Markets Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerOriginator, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateOriginator; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoOriginator, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2005-OPT1, dated February 4, 2005 (the "Prospectus Supplement and Supplement") relating to the Memorandum Offered Certificates contained under the captions "Summary--The Mortgage PoolLoans," "Description Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) "The Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerOriginator; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (ia) This Agreement duly executed and delivered by the Purchaser and the Seller; (iib) An Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser and the each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Seller; (iiic) A certificate of good standing regarding the Seller from the Secretary of State for the State of DelawareMaryland, dated not earlier than 30 days prior to the Closing Date; (ivd) A certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the each Underwriter and each Initial Purchaser may rely; (ve) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwritereach Underwriter and each Initial Purchaser; (vif) Any other opinions The Supplemental Agreement, substantially in the form of counsel for Exhibit D hereto, dated as of August 21, 1998, between GMAC Commercial Mortgage Corporation ("GMACCM") and the Seller, duly executed and delivered by GMACCM and the Seller; (g) The Assignment Agreement, substantially in the form of Exhibit E hereto, dated August 21, 1998, between the Seller required and the Purchaser, duly executed and delivered by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser Seller and the Underwriter as an addresseePurchaser; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viiih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement this Agreement, duly executed and delivered by the Purchaser and the Seller; (ii) An each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, and upon which CSFB Mortgage Securities, CS LLC, the Purchaser other Underwriters and the Underwriter Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement and (B) the organizational documents of the Seller; (iiiiv) A a certificate of good standing regarding with respect to the Seller from issued by the Secretary of State for of the State of Delaware, dated Delaware not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (ivv) A certificate a Certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller on the Seller's behalf and dated the Closing Date, and upon which the Purchaser and the Underwriter Interested Parties may rely; (vvi) A a written opinion or opinions of counsel for the Seller, substantially in the form Seller (which may include an opinion of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaserin-house counsel), dated the Closing Date and addressed to the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and the Underwriter; (vi) Any shall cover such corporate and other opinions of counsel for the Seller matters as shall be reasonably required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; andPurchaser; (vii) A letter one or more comfort letters from Deloitte & Touche, L.L.P.PriceWaterhouse Coopers LLC, certified public accountants, dated the dates date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CS LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement and the Memorandum (each as defined in Section 9)Prospectus Supplement, compared the results of their calculations to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth corresponding items in the any preliminary Prospectus Supplement and the Memorandum under Prospectus Supplement, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement and the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees Prospectus Supplement, respectively, to be in agreement with the records results of the Seller; andsuch calculations; (viii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Purchaser dated the Closing Date in form acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with the resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to the Closing Date of the Purchaser; and (x) such other certificates of the Purchaser's officers, such opinions of the Purchaser's counsel (which may include in-house counsel) and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller or its counsel may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (ia) This Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (iib) An Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iiic) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of DelawareNew York, dated not earlier than 30 days prior to the Closing Date; (ivd) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and the each Underwriter may rely; (ve) A written opinion Written opinions of counsel for the Mortgage Loan Seller, substantially in a form reasonably acceptable to counsel for the form of Exhibit D-3 hereto and Purchaser, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the each Underwriter; (vif) Negative assurance letters, from counsel to the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser, regarding the Issuer Free Writing Prospectus and the Prospectus; (g) Any other opinions of counsel for the Mortgage Loan Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the each Underwriter as an addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viiih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Originator, the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance An Officer's Certificate of the CertificatesOriginator, each of dated the Closing Date, upon which shall include the Seller, the Purchaser and the Underwriter as an addressee; andmay rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (viie) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (i) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Depositor's prospectus supplement for Series 1999-NC5, dated September 15, 1999 (the "September Prospectus Supplement and Supplement") relating to the Memorandum Class A Certificates contained under the captions "SummaryPooling and Servicing Agreement--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage LoansMaster Servicer" agrees with the records of the Seller; and Originator and (viiiii) Such further certificatesa letter from KPMG Peat Marwick, opinions and documents as L.L.P., certified public accountants, to the Purchaser may reasonably request.effect that they have performed

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Bear, ▇▇▇▇▇▇▇ & Co. Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerResponsible Party, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateResponsible Party; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2006-NC3, dated August 7, 2006 (the "Prospectus Supplement and Supplement") relating to the Memorandum Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerOriginator; and (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Originator, the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance An Officer's Certificate of the CertificatesOriginator, each of dated the Closing Date, upon which shall include the Seller, the Purchaser and the Underwriter as an addressee; andmay rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (viie) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Depositor's Prospectus Supplement and the Memorandum for Series 1999-NC2, dated March 24, 1999 under the captions "Summary--The Mortgage PoolLoans," "Description of the Risk Factors," "The Mortgage Pool" (except with respect to the information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the records of the Seller and the information contained under the captions "The Mortgage Pool--Underwriting Standards" and "Risk Factors --The Mortgage LoansPooling and Servicing Agreement--The Master Servicer" agrees with the records of the SellerMaster Servicer; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Citigroup Global Markets Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerResponsible Party, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateResponsible Party; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2006-NC1, dated February 6, 2006 (the "Prospectus Supplement and Supplement") relating to the Memorandum Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerOriginator; and (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by the Purchaser and An Officers' Certificate of the Seller; , dated the Closing Date, upon which the Purchaser, Financial Security Assurance Inc. (ii"FSA") An Officer's Certificate substantially and Salomon Brothers Inc (the "Underwriter") may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, FSA and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Purchaser, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated February 25, 1997, under the captions "Summary--Summary-- The Mortgage Pool," "Description of Risk Factors-- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Risk Factors --The Mortgage LoansPooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Seller; and (viiif) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's ’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter may rely, attaching and attached thereto as exhibits copies of the organizational documents certificate of incorporation, bylaws and certificate of good standing of the Seller; (iiib) A certificate An Opinion of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate Counsel of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, in form satisfactory to and addressed to the Purchaser; (c) An Officer’s Certificate of the Responsible Party, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Responsible Party; (vd) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the PurchaserResponsible Party, dated the Closing Date Date, in form satisfactory to and addressed to the Purchaser and the UnderwriterPurchaser; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.and Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement Purchaser’s freewriting prospectus, dated November 13, 2006, and the Memorandum Purchaser’s prospectus supplement, dated November 16, 2006 (the “Prospectus Supplement”), each relating to the Certificates, contained under the captions "Summary--“Summary of Terms—Mortgage Loans”, “Risk Factors” (to the extent of information concerning the Mortgage Loans contained therein) and “The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" ” agrees with the records of the SellerResponsible Party; and (viiig) Such further information, certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and Salomon Brothers Inc (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 3 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 4 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 5; (vid) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance An Officer's Certificate of the CertificatesOriginator, each of dated the Closing Date, upon which shall include the Seller, the Purchaser and the Underwriter as an addressee; andmay rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of its state of incorporation; (viie) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 7; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement Supplement, dated November 20, 1997 in the Summary under the subheading "The Mortgage Pool" and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors Pooling and Servicing Agreement-- The Originator and Master Servicer" and "--The Subservicer", agrees with the records of the Originator; (h) The Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage LoansSecurities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1997-LB5, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement-- The Originator and Master Servicer", or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated November 20, 1997 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Seller; and (viiij) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Originator, the Purchaser and UBS Securities LLC (the Seller"Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delaware; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerOriginator, and dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from Originator under the Secretary laws of State for the State its state of Delaware, dated not earlier than 30 days prior to the Closing Dateincorporation; (ivd) A certificate An opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoOriginator, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies Agencies, Trustee or the Trust Administrator may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum contained under the captions "Summary--The Mortgage PoolLoans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; andOriginator; (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 2 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of formation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 3 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 4; (vii) Any other an Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the "Underwriter") may rely, in the form of Exhibit 5 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware and (ii) if the Class CE Certificates and Class P Certificates are offered pursuant to a Private Placement Memorandum and the Originator has been given an opportunity to review such Private Placement Memorandum, the Originator shall deliver an Officer's Certificate stating that the same information contained in such Private Placement Memorandum as that which appears under the subheadings: (1) "Summary of the Prospectus Supplement--The Mortgage Loans"; (2) "Risk Factors--Certain Mortgage Loans Have High Loan-to-Value Ratios Which May Present a Greater Risk of Loss With Respect to Such Mortgage Loans, --Certain Mortgage Loans Are Delinquent as of the Cut-off Date, Which May Present a Greater Risks of Loss Relating to Such Mortgage Loans, --The Mortgage Loans Are Concentrated in the State of California, Which May Present a Greater Risk of Loss With Respect to Such Mortgage Loans, --The Rate and Timing of Principal Distributions on the Offered Certificates Will Be Affected by Prepayment Speeds (solely to the extent that such section sets forth the percentage of Mortgage Loans which, by aggregate principal balance as of the Cut-off Date, contain Prepayment Charges), --Violation of Various Federal and State Laws May Result in Losses on the Mortgage Loans"; (3)"The Mortgage Pool" and (4) "Pooling and Servicing Agreement--Ameriquest Mortgage Company", as of the date of the Prospectus Supplement is true and accurate in all material respects; (e) An Opinion of Counsel of the Originator, dated the Closing Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 6; (f) Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viig) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, dated May 11, 1999 in the Summary under the subheading "Pooling and Servicing Agreement--Ameriquest Mortgage Company", agrees with the records of the Originator; (h) The Originator shall deliver for inclusion in the Prospectus Supplement and the Memorandum for Salomon Brothers Mortgage Securities VII, Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-3, under the captions "SummaryThe Mortgage Pool--Underwriting Standards; Representations--Ameriquest Underwriting Programs" and "Pooling and Servicing Agreement--The Master Servicers--Ameriquest Mortgage Company", or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement, dated May 11, 1999 under the captions "Summary of Prospectus Supplement--The Mortgage Loans", "Risk Factors", "The Mortgage Pool,", "Yield on the Certificates" and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage LoansCertificates" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers’ Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a form acceptable to the Purchaser; (b) A Secretary’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, attaching in a form acceptable to the Purchaser, and attached thereto as exhibits copies of the organizational documents certificate of incorporation, by-laws and certificate of good standing of the Seller; (iiic) A certificate An Opinion of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate Counsel of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (vid) Any other opinions An Officers’ Certificate of counsel for the Seller required by the Rating Agencies in connection with the issuance each Originator who originated 20% or more of the CertificatesMortgage Loans, each of dated the Closing Date, upon which shall include the Purchaser and the Underwriter as an addressee; andmay rely, in a form acceptable to the Purchaser; (viie) A Secretary’s Certificate of each Originator who originated 20% or more of the Mortgage Loans, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement Supplement, dated March 29, 2007 and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" Purchaser’s Private Placement Memorandum, dated March 30, 2007, agrees with the records of the Seller; (h) Letters from certified public accountants for each Originator who originated more than 20% of the Mortgage Loans, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated March 29, 2007 under the subheading “The Originator” agrees with the records of the Originator; and (viiii) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Subsequent Transfer Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 3 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of formation, by-laws and certificate of good standing of the Seller under the laws of Nevada; (b) An Officers' Certificate of the Seller, and dated the Closing Subsequent Transfer Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 4 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Subsequent Mortgage Loans by the Seller and to the Purchaser; (c) An Opinion of Counsel of the Seller, dated the Closing Subsequent Transfer Date and addressed to the Purchaser and the Underwriter, substan tially in the form attached hereto as Exhibit 5; (d) an Officers' Certificate of the Originator, dated the Subsequent Transfer Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ Barney Inc. (the "Underwriter") may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator under the laws of Delaware; (e) An Officers' Certificate of the Originator, dated the Subsequent Transfer Date, upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject 7 hereto, with respect to such reasonable assumptions and qualifications as may be requested certain facts regarding the sale of the Subsequent Mortgage Loans by counsel for the Seller and acceptable Originator to counsel for the PurchaserSeller; (f) An Opinion of Counsel of the Originator, dated the Closing Subsequent Transfer Date and addressed to the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 8; (vig) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Subsequent Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viih) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain the information of an accounting, financial or statistical nature set forth in the Prospectus Supplement paragraphs (c) and the Memorandum under the captions "Summary--The Mortgage Pool," "Description (d) of Section 2.11 of the Mortgage Pool" Pooling and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerServicing Agreement is correct; and (viiii) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the Seller; (ii"Underwriter") An Officer's Certificate substantially may rely, in the form of Exhibit D-1 1 hereto, executed by and attached thereto copies of the Secretary or an assistant secretary certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officers' Certificate of the Seller, and dated the Closing Date, and upon which the Originator, the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 2 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and the Underwriter may relyPurchaser; (vc) A written opinion An Opinion of counsel for Counsel of the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Originator, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 3; (vid) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance An Officer's Certificate of the CertificatesOriginator, each of dated the Closing Date, upon which shall include the Seller, the Purchaser and the Underwriter as an addressee; andmay rely, in the form of Exhibit 4 hereto, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Originator under the laws of its state of incorporation; (viie) An opinion of Counsel of the Originator, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 5; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & ToucheKPMG Peat Marwick, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Depositor's Prospectus Supplement and the Memorandum for Series 1999-NC1, dated March 24, 1999 under the captions "Summary--The Mortgage PoolLoans," "Description of the Risk Factors," "The Mortgage Pool" (except with respect to the information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the records of the Seller and the information contained under the captions "The Mortgage Pool--Underwriting Standards" and "Risk Factors --The Mortgage LoansPooling and Servicing Agreement-- The Master Servicer" agrees with the records of the SellerMaster Servicer; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers’ Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a form acceptable to the Purchaser; (b) A Secretary’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, attaching in a form acceptable to the Purchaser, and attached thereto as exhibits copies of the organizational documents certificate of incorporation, by-laws and certificate of good standing of the Seller; (iiic) A certificate An Opinion of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate Counsel of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (vid) Any other opinions An Officers’ Certificate of counsel for each Originator, dated the Seller required by the Rating Agencies in connection with the issuance of the CertificatesClosing Date, each of upon which shall include the Purchaser and the Underwriter as an addressee; andmay rely, in a form acceptable to the Purchaser; (viie) A Secretary’s Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) Such opinions of counsel as the Rating Agencies or the Indenture Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (g) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" Supplement, dated August 31, 2005, agrees with the records of the Seller; (h) Letters from certified public accountants for each Originator, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated August 31, 2005 under the subheading “The Master Servicer and the Servicers—The Servicers” agrees with the records of the Servicer; and (viiii) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed An Officer's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Purchaser and Barclays Capital Inc. (the "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerResponsible Party, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriter Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing DateResponsible Party; (ivd) A certificate An Opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the UnderwriterRepresentative; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte & Touche, L.L.P.Touche LLP, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2006-FRE2, dated October 18, 2006 (the "Prospectus Supplement and Supplement") relating to the Memorandum Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the SellerOriginator; and (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (ia) This Agreement and a bill of sale duly executed and delivered by the Purchaser and the Mo▇▇▇▇ge Loan Seller; (iib) An Officer's Certificate substantially in the form of Exhibit D-1 D hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, the Initial Purchasers and the each Underwriter may rely, attaching thereto as exhibits the organizational documents articles of association and the By-Laws of the Mortgage Loan Seller; (iiic) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (ivd) A certificate Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Seller substantially Mortgage Loan Seller, in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of reasonably acceptable to counsel for the Seller, substantially in the form of Exhibit D-3 hereto Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Purchaser, the Initial Purchasers and the each Underwriter; (vie) Any other opinions of counsel for the Mortgage Loan Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser Purchaser, the Initial Purchasers and the each Underwriter as an addressee; and and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viiif) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (i) i. This Agreement duly executed and delivered by the Purchaser and the Seller; (ii) . An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller and a resolution from the Seller's board of directors authorizing the transactions contemplated hereby; (iii) . A certificate of good standing regarding the Seller from the Secretary of State for the State of DelawareCalifornia, dated not earlier than 30 days prior to the Closing Date; (iv) . A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion v. Written opinions of counsel for the Seller, substantially in the form of Exhibit D-3 Exhibits D-3A and D-3B hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, each dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) . Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii) . A letter or letters obtained by the Purchaser and the Seller, among others, from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--Summary-- The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Factors-- The Mortgage Loans" agrees with the records of the Seller; viii. A confidentiality agreement executed by the Seller and the Purchaser relating to the Seller's purchase of certain of the Non-Registered Certificates, substantially in the form of Exhibit E hereto; and (viii) ix. Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed A Secretary's Certificate of the Seller, dated the Closing Date, in form satisfactory to and delivered by upon which the Originator, the Purchaser and UBS Warburg LLC (the Seller"Underwriter") may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing of the Seller under the laws of Delaware; (iib) An Opinion of Counsel of the Seller, dated the Closing Date, in form satisfactory to and addressed to the Underwriter; (c) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the SellerOriginator, and dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, attaching and attached thereto as exhibits the organizational documents copies of the Seller; (iii) A certificate of incorporation, by-laws and certificate of good standing regarding of the Seller from Originator under the Secretary laws of State for the State its state of Delaware, dated not earlier than 30 days prior to the Closing Dateincorporation; (ivd) A certificate An opinion of Counsel of the Seller substantially in the form of Exhibit D-2 heretoOriginator, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject satisfactory to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vie) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viif) A letter or letters from Deloitte Ernst & Touche, L.L.P.Young, certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum contained under the captions "Summary--The Mortgage PoolLoans," "Risk Factors," (to the extent of information concerning the Mortgage Loans contained therein) and "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; andOriginator; (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (ia) This Agreement and a bill of sale duly executed and delivered by the Purchaser and the Mor▇▇▇▇e Loan Seller; (iib) An Officer's Certificate substantially in the form of Exhibit D-1 D hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, the Initial Purchasers and the each Underwriter may rely, attaching thereto as exhibits the organizational documents certificate of incorporation and the By-Laws of the Mortgage Loan Seller; (iiic) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (ivd) A certificate Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Seller substantially Mortgage Loan Seller, in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of reasonably acceptable to counsel for the Seller, substantially in the form of Exhibit D-3 hereto Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Purchaser, the Initial Purchasers and the each Underwriter; (vie) Any other opinions of counsel for the Mortgage Loan Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser Purchaser, the Initial Purchasers and the each Underwriter as an addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viiif) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers' Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. ("WCC") and ▇▇▇▇▇▇▇, Sachs & Co. ("Goldman", and together with WCC, the "Underwriters") may rely and attached thereto copies of the certificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter Underwriters may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loans, by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller (which may be in-house counsel of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser and the UnderwriterUnderwriters; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies Agencies, the Underwriters or the Trustee may reasonably request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Summary of Terms—Mortgage PoolLoans," "Description of the Risk Factors," "The Sponsor," "Static Pool Information," "The Mortgage Pool" and "Risk Factors --The Mortgage LoansYield, Prepayment and Maturity Considerations" and in "Appendix A" agrees with the records of the Seller; (f) The Seller shall deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions "The Sponsor," "The Servicers" and "Static Pool Information" or for inclusion in other offering materials, such publicly available information regarding the Seller and Washington Mutual Bank, their financial condition, Seller's underwriting standards, lending activities and loan sales, production, static pool information and master servicing practices, and Washington Mutual Bank's servicing and collection practices, and any similar nonpublic, unaudited financial information and a computer tape with respect to the pool information, as the Underwriters may reasonably request; (g) Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates (as defined in the Prospectus Supplement) and a letter from at least one nationally recognized statistical rating agency rating the Class B Certificates; and (viiih) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement duly executed The Pooling and delivered by Servicing Agreement, dated as of the Purchaser and the Seller; (ii) An Officer's Certificate Cut-off Date, substantially in the form of Exhibit D-1 hereto1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, executed by together with all documents required to be delivered thereunder; and (ii) With respect to the Secretary or an assistant secretary Mortgage Loans: (1) An Officer’s Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and each of Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the Underwriter “Underwriters”) may rely, attaching in the form of Exhibit 2 hereto, and attached thereto as exhibits a certified copy of the organizational documents resolutions of the board of directors of the Seller; (iii) A , together with copies of the Seller’s Certificate of Limited Partnership and Agreement of Limited Partnership, as amended, and a certificate of good standing regarding of the Seller from the Secretary of State for of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv2) A certificate An Officer’s Certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter Underwriters may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject 3 hereto, with respect to such reasonable assumptions and qualifications as certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (3) An Opinion of Counsel of the Seller (who may be requested by in-house counsel for of the Seller and acceptable to counsel for the PurchaserSeller), dated the Closing Date and addressed to the Purchaser and the UnderwriterUnderwriters, substantially in the form attached hereto as Exhibit 4; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii4) A letter or letters from Deloitte & Touche, L.L.P., certified public accountantsTouche LLP, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus dated November 10, 2006, as supplemented by the supplement dated November 13, 2006 (the “Prospectus Supplement and Supplement”), relating to the Memorandum under offering of certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2006-C, has been properly calculated; (5) Such opinions of counsel as the captions "Summary--The Mortgage Pool," "Description Rating Agencies or the Trustee may reasonably request in connection with the sale of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with Loans by the records of Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement or the Pooling and Servicing Agreement; and (viii6) Such further information, certificates, opinions and documents as the Purchaser or Underwriters may reasonably request. (iii) Such additional documentation as is required to be delivered under the Underwriting Agreement dated November 13, 2006, among the Seller, the Purchaser and ▇▇▇▇▇▇ Brothers Inc., as representative of the several Underwriters.

Closing Documents. The On the initial Closing Documents Date, the Seller and the Servicer shall consist of deliver to the followingPurchaser in escrow fully executed originals of: (ia) This Agreement duly executed and delivered by the Purchaser and the Sellerthis Agreement, including all exhibits; (iib) An an Officer's Certificate substantially ’s Certificate, in the form of Exhibit D-1 I hereto, executed by for the Secretary or an assistant secretary of Seller and for the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits the organizational documents of the SellerServicer including all attachments thereto; (iiic) A certificate of good standing regarding the Seller from the Secretary of State for the State of DelawareMortgage Loan Schedule, dated not earlier than 30 days prior one copy to the Closing Datebe attached hereto; (ivd) A certificate an opinion of in-house counsel for the Seller substantially in the form attached hereto as Exhibit J; (e) an Escrow Account Certification in the form annexed hereto as Exhibit C; (f) a Custodial Account Certification in the form annexed hereto as Exhibit B; IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized as of Exhibit D-2 heretothe day and year first above written. ▇.▇. ▇▇▇▇▇▇ MORTGAGE ACQUISITION CORP., executed By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇ CHASE MANHATTAN MORTGAGE CORPORATION Seller and Servicer By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President With respect to each Mortgage Loan, the Mortgage File shall include each of the following items, which shall be available for inspection by an executive officer the Purchaser, and which shall be retained by the Seller in the Servicing File or authorized signatory delivered to the Purchaser or its designee pursuant to Sections 2.04 and 2.05 of the Mortgage Loan Purchase, Warranties and Servicing Agreement. The original Mortgage Note endorsed "Pay to the order of ____________________________________________, without recourse," and signed in the name of the Seller and dated by an authorized officer, with all intervening endorsements showing a complete chain of title from the Closing Dateoriginator to the Seller. If the Mortgage Loan was acquired by the Seller in a merger, and upon the endorsement must be by "[Seller], successor by merger to the [name of predecessor]". If the Mortgage Loan was acquired or originated by the Seller while doing business under another name, the endorsement must be by "[Seller] formerly known as [previous name]". In the event that the original Mortgage Note is lost, a lost note affidavit, together with a copy of the Note will be provided. The lost note affidavit shall substantially comply with the form annexed hereto as Exhibit H. The original Mortgage with evidence of recording thereon, or a copy thereof certified by the public recording office in which such Mortgage has been recorded or, if the Purchaser and original Mortgage has not been returned from the Underwriter may rely; (v) A written opinion of counsel for applicable public recording office, a true certified copy, certified by the Seller, substantially of the original Mortgage together with a certificate of the Seller certifying that the original Mortgage has been delivered for recording in the form appropriate public recording office of Exhibit D-3 hereto and subject the jurisdiction in which the Mortgaged Property is located. The original or certified to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchasertrue copy, dated the Closing Date and addressed to the Purchaser and the Underwriter; (vi) Any other opinions of counsel for the Seller required certified by the Rating Agencies in connection with the issuance Seller, of the CertificatesPrimary Mortgage Insurance Policy, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viii) Such further certificates, opinions and documents as the Purchaser may reasonably requestif required.

Closing Documents. The Closing Documents shall consist of the following: (ia) This Agreement duly executed and delivered by the Purchaser and the Seller; (iib) An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser and the each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Seller; (iiic) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (ivd) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the each Underwriter may rely; (ve) A written opinion Written opinions of counsel for the Seller, substantially in the form of Exhibit D-3 Exhibits D-3A and D-3B hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the each Underwriter; (vif) Any other opinions of counsel for the Seller required reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the each Underwriter as an addressee; and (viig) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated guaranty agreement substantially in the dates form of Exhibit E hereto (the "Guaranty Agreement") duly executed and delivered by ContiFinancial Corporation (the "Guarantor") in favor of the Prospectus Supplement Purchaser and the Memorandum (each as defined in Section 9), other beneficiaries referred to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Sellertherein; and (viiih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (ia) This this Agreement duly executed and delivered by the Purchaser and the Seller; (iib) An an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser, each Underwriter, the Class X Certificate Purchaser and the Underwriter each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Seller; (iiic) A a certificate of good standing regarding the Seller from the Secretary of State for the State of DelawareMaryland, dated not earlier than 30 days prior to the Closing Date; (ivd) A a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser, each Underwriter, the Class X Certificate Purchaser and the Underwriter each Initial Purchaser may rely; (ve) A a written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser, each Underwriter, the Class X Certificate Purchaser and the Underwritereach Initial Purchaser; (vif) Any other opinions the Supplemental Agreement, substantially in the form of counsel for Exhibit D hereto, dated as of February 2, 1999, between GMAC Commercial Mortgage Corporation ("GMACCM") and the Seller, duly executed and delivered by GMACCM and the Seller; (g) the Assignment Agreement, substantially in the form of Exhibit E hereto, dated February 2, 1999, between the Seller required and the Purchaser, duly executed and delivered by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser Seller and the Underwriter as an addresseePurchaser; and (viih) A letter or letters from Deloitte & Touche, L.L.P., certified public accountants, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with the records of the Seller; and (viii) Such such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement duly executed The Pooling and delivered by Servicing Agreement, dated as of the Purchaser and the Seller; (ii) An Officer's Certificate Cut-off Date, substantially in the form of Exhibit D-1 hereto1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, executed by together with all documents required to be delivered thereunder; and (ii) With respect to the Secretary or an assistant secretary Mortgage Loans: (1) An Officer’s Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and each of Citigroup Global Markets Inc., ▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the Underwriter “Underwriters”) may rely, attaching in the form of Exhibit 2 hereto, and attached thereto as exhibits a certified copy of the organizational documents resolutions of the board of directors of the Seller; (iii) A , together with copies of the Seller’s Certificate of Limited Partnership and Agreement of Limited Partnership, as amended, and a certificate of good standing regarding of the Seller from the Secretary of State for of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv2) A certificate An Officer’s Certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter Underwriters may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject 3 hereto, with respect to such reasonable assumptions and qualifications as certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (3) An Opinion of Counsel of the Seller (who may be requested by in-house counsel for of the Seller and acceptable to counsel for the PurchaserSeller), dated the Closing Date and addressed to the Purchaser and the UnderwriterUnderwriters, substantially in the form attached hereto as Exhibit 4; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii4) A letter or letters from Deloitte & Touche, L.L.P., certified public accountantsTouche LLP, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus dated April 1, 2005, as supplemented by the supplement dated November 8, 2005 (the “Prospectus Supplement and Supplement”), relating to the Memorandum under offering of certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2005-D, has been properly calculated; (5) Such opinions of counsel as the captions "Summary--The Mortgage Pool," "Description Rating Agencies or the Trustee may reasonably request in connection with the sale of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with Loans by the records of Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement or the Pooling and Servicing Agreement; and (viii6) Such further information, certificates, opinions and documents as the Purchaser or Underwriters may reasonably request. (iii) Such additional documentation as is required to be delivered under the Underwriting Agreement dated November 8, 2005, among the Seller, the Purchaser and Citigroup Global Markets Inc., as representative of the several Underwriters.

Closing Documents. The Closing Documents Without limiting the generality of Section 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (i) This Agreement duly executed and delivered by the Purchaser and the Seller; (iia) An Officer's Officers’ Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the “Underwriter”) may rely, in a form acceptable to the Purchaser; (b) A Secretary’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, attaching in a form acceptable to the Purchaser, and attached thereto as exhibits copies of the organizational documents certificate of incorporation, by-laws and certificate of good standing of the Seller; (iiic) A certificate An Opinion of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate Counsel of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, Touche L.L.P., certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement and the Memorandum under the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" Supplement, dated August 8, 2006, agrees with the records of the Seller; (f) Letters from certified public accountants for Ameriquest Mortgage Company, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated August 8, 2006 under the subheading “The Servicers” agrees with the records of the Servicer; and (viiig) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement this Agreement, duly executed and delivered by the Purchaser and the Seller; (ii) An each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB LLC, the Purchaser other Underwriters and the Underwriter Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement and (B) the organizational documents of the Seller; (iiiiv) A a certificate of good standing regarding with respect to the Seller from issued by the Secretary of State for of the State of Delaware, dated Delaware not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (ivv) A certificate a Certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller on the Seller's behalf and dated the Closing Date, and upon which the Purchaser and the Underwriter Interested Parties may rely; (vvi) A a written opinion or opinions of counsel for the Seller, substantially in the form Seller (which may include an opinion of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaserin-house counsel), dated the Closing Date and addressed to the Interested Parties and the respective parties to the Pooling and Servicing Agreement, which opinion shall be in form reasonably acceptable to the Purchaser and the Underwriter; (vi) Any shall cover such corporate and other opinions of counsel for the Seller matters as shall be reasonably required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; andPurchaser; (vii) A letter one or more comfort letters from Deloitte Ernst & Touche, L.L.P.Young, certified public accountants, dated the dates date of any preliminary Prospectus Supplement and of the Prospectus Supplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB LLC, the other Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by CSFB Mortgage Securities, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement and the Memorandum (each as defined in Section 9)Prospectus Supplement, compared the results of their calculations to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth corresponding items in the any preliminary Prospectus Supplement and the Memorandum under Prospectus Supplement, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement and the captions "Summary--The Mortgage Pool," "Description of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees Prospectus Supplement, respectively, to be in agreement with the records results of the Seller; andsuch calculations; (viii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require; (ix) a written certificate or certificates of the Purchaser dated the Closing Date in form acceptable to the Seller confirming the Purchaser's representations and warranties in Section 4 of this Agreement as of the Closing Date, with the resolutions of the Purchaser authorizing the transactions set forth herein, together with copies of the organizational documents and certificate of good standing dated not earlier than 30 days prior to the Closing Date of the Purchaser; and (x) such other certificates of the Purchaser's officers, such opinions of the Purchaser's counsel (which may include in-house counsel) and such other documents required to evidence fulfillment of the conditions set forth in this Agreement as the Seller or its counsel may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (i) This Agreement duly executed The Pooling and delivered by Servicing Agreement, dated as of the Purchaser and the Seller; (ii) An Officer's Certificate Cut-off Date, substantially in the form of Exhibit D-1 hereto1 hereto and with such further changes therein as the Seller and the Purchaser shall mutually agree to, executed by together with all documents required to be delivered thereunder; and (ii) With respect to the Secretary or an assistant secretary Mortgage Loans: (1) An Officer’s Certificate of the Seller, and dated the Closing Date, and upon which the Purchaser and each of ▇.▇. ▇▇▇▇▇▇ Securities Inc., Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the Underwriter “Underwriters”) may rely, attaching in the form of Exhibit 2 hereto, and attached thereto as exhibits a certified copy of the organizational documents resolutions of the board of directors of the Seller; (iii) A , together with copies of the Seller’s Certificate of Limited Partnership and Agreement of Limited Partnership, as amended, and a certificate of good standing regarding of the Seller from the Secretary of State for of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv2) A certificate An Officer’s Certificate of the Seller substantially in the form of Exhibit D-2 heretoSeller, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter Underwriters may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject 3 hereto, with respect to such reasonable assumptions and qualifications as certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (3) An Opinion of Counsel of the Seller (who may be requested by in-house counsel for of the Seller and acceptable to counsel for the PurchaserSeller), dated the Closing Date and addressed to the Purchaser and the UnderwriterUnderwriters, substantially in the form attached hereto as Exhibit 4; (vi) Any other opinions of counsel for the Seller required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Underwriter as an addressee; and (vii4) A letter or letters from Deloitte & Touche, L.L.P., certified public accountantsTouche LLP, dated the dates of the Prospectus Supplement and the Memorandum (each as defined in Section 9)date hereof, to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus dated December 7, 2006, as supplemented by the supplement dated December 12, 2006 (the “Prospectus Supplement and Supplement”), relating to the Memorandum under offering of certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2006-D, has been properly calculated; (5) Such opinions of counsel as the captions "Summary--The Mortgage Pool," "Description Rating Agencies or the Trustee may reasonably request in connection with the sale of the Mortgage Pool" and "Risk Factors --The Mortgage Loans" agrees with Loans by the records of Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement or the Pooling and Servicing Agreement; and (viii6) Such further information, certificates, opinions and documents as the Purchaser or Underwriters may reasonably request. (iii) Such additional documentation as is required to be delivered under the Underwriting Agreement dated December 12, 2006, among the Seller, the Purchaser and ▇.▇. ▇▇▇▇▇▇ Securities Inc., as representative of the several Underwriters.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ia) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Salomon Smith Bar▇▇▇ ▇▇▇. (▇▇▇ "Underwriter") may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller; (iib) An Officer's Officers' Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Seller, and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely, attaching thereto as exhibits in a form acceptable to the organizational documents Purchaser, with respect to certain facts regarding the sale of the Mortgage Loans by the Seller to the Purchaser; (c) An Opinion of Counsel of the Seller; (iii) A certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by an executive officer or authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriter may rely; (v) A written opinion of counsel for the Seller, substantially in the form of Exhibit D-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Underwriter, in a form acceptable to the Purchaser; (vid) Any other Such opinions of counsel for the Seller required by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Certificates, each of which shall include Mortgage Loans by the Seller to the Purchaser or the Seller's execution and the Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (viie) A letter or letters from Deloitte & Touche, L.L.P.LLP, certified public accountants, dated the dates of the Prospectus Supplement date hereof and the Memorandum (each as defined in Section 9), to the effect that they have performed certain specified procedures as a result of which they have determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement and the Memorandum Supplement, dated April 23, 2002 under the captions subheadings "SummarySummary of Prospectus Supplement--The Mortgage PoolLoans," "Description Risk Factors" (to the extent of information regarding the Mortgage Pool" Loans therein) and "Risk Factors --The The Mortgage LoansPool" agrees with the records of the Seller; and; (viiif) Such further certificatesA letter from Deloitte & Touche, opinions LLP, certified public accountants, dated the date hereof and documents to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser may reasonably request.Purchaser's Prospectus Supplement, dated April 23, 2002 under the