Common use of Closing Documents Clause in Contracts

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An Officer's Certificate substantially in the form of Exhibit 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 each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (c) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) 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: (a) This Agreement duly executed An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and delivered by Banc of America Securities LLC (“Banc of America,” and together with WCC, the Purchaser “Underwriters”) and the Mortgage Loan NIMS Insurer, if any, may rely and attached thereto copies of the federal charter, bylaws and OTS certificate of existence of the Seller; (b) An Officer's ’s Certificate substantially in the form of Exhibit 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 Purchaser, the Underwriters and each Underwriter the NIMS Insurer, if any, may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loan SellerLoans, by the Seller to the Purchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 hereto, executed by an executive officer or authorized signatory (which may be in-house counsel of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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, the Underwriters and the NIMS Insurer, if any; (d) Such opinions of counsel as the Rating Agencies, the Underwriters, the Trustee, the Delaware Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and each Underwriterdelivery of, or performance under, this Agreement; (e) 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 Terms—Mortgage Loans,” “Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool” and “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the Seller; (f) Any other opinions of counsel for the Mortgage Loan The Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and each Underwriter “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 an addresseethe 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 (gh) 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: (a) This Agreement duly executed An Officer’s Certificate of the Seller, dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. (“WCC”) and delivered by ▇▇▇▇▇▇ Brothers Inc. (“▇▇▇▇▇▇,” and together with WCC, the Purchaser “Underwriters”) and the Mortgage Loan NIMS Insurer, if any, may rely and attached thereto copies of the federal charter, bylaws and OTS certificate of existence of the Seller; (b) An Officer's ’s Certificate substantially in the form of Exhibit 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 Purchaser, the Underwriters and each Underwriter the NIMS Insurer, if any, may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loan SellerLoans, by the Seller to the Purchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 hereto, executed by an executive officer or authorized signatory (which may be in-house counsel of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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, the Underwriters and the NIMS Insurer, if any; (d) Such opinions of counsel as the Rating Agencies, the Underwriters, the Trustee, the Delaware Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and each Underwriterdelivery of, or performance under, this Agreement; (e) 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 Terms—Mortgage Loans,” “Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool” and “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the Seller; (f) Any other opinions of counsel for the Mortgage Loan The Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and each Underwriter “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 an addresseethe 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 (gh) 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: (a) This Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An Officer's Certificate substantially in the form of Exhibit C-1 D-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 each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (c) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 D-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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) 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: (a) 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 may rely, and attached thereto copies of the Mortgage Loan certificate of incorporation, bylaws and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, bylaws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateResponsible Party; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable satisfactory to counsel for the 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 and each Underwriterthe Representative; (e) 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; (f) Any other opinions A letter from Deloitte and Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement for the Certificates dated March 27, 2006 (the “Prospectus Supplement”) relating to the Certificates contained under the captions “Summary of Terms—Mortgage Loan Seller reasonably requested by Loans”, “Risk Factors” (to the Rating Agencies in connection extent of information concerning the Mortgage Loans contained therein) and “The Mortgage Pool” agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeResponsible Party; and (g) 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: (a) 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 Mortgage Loan 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; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerUnderwriter; (c) A An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from Originator under the Secretary laws of State for the State its state of Maryland, dated not earlier than 30 days prior to the Closing Dateincorporation; (d) A certificate An opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoOriginator, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may relyUnderwriter; (e) Written Such opinions of counsel for as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for Loans by the 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 or the Seller's execution and each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions A letter from Deloitte & Touche, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and "Description of the Rating Agencies in connection Mortgage Loans" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; andOriginator; (g) 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: (ai) This Agreement duly executed The [Transfer] [Pooling] and delivered by Servicing Agreement, dated as of the Purchaser and the Mortgage Loan Seller; (b) An Officer's Certificate Cut-off Date, substantially in the form of Exhibit C-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 Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and each Underwriter [ ] (the “Underwriters”) may rely, attaching in the form of Exhibit 2 hereto, and attached thereto as exhibits the organizational documents a certified copy of the Mortgage Loan resolutions of the board of directors of the Seller; (c) A , together with copies of the Seller’s [organizational documents], and a certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for of the State of Maryland[ ]; (2) An Officer’s Certificate of the Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of , upon which the Mortgage Loan Seller substantially Purchaser and the Underwriters may rely, in the form of Exhibit C-2 3 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loan Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and each Underwriter may relyPurchaser; (e3) Written opinions An Opinion of counsel for Counsel of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as Seller (who may be requested by in-house counsel for of the Mortgage Loan Seller and acceptable to counsel for the PurchaserSeller), dated the Closing Date and addressed to the Purchaser and each Underwriterthe Underwriters, substantially in the form attached hereto as Exhibit 4; (f4) Any other A letter from [accounting firm], dated the date hereof, 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 [ ] (the “Prospectus Supplement”), on the cover page thereof and under the caption “[Description of 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 for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Indenture 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 each Underwriter as an addresseedelivery of, or performance under, this Agreement or the [Transfer] [Pooling] and Servicing Agreement; and (g6) 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 Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) 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 Mortgage Loan 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; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerUnderwriter; (c) A An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from Originator under the Secretary laws of State for the State its state of Maryland, dated not earlier than 30 days prior to the Closing Dateincorporation; (d) A certificate An opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoOriginator, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may relyUnderwriter; (e) Written Such opinions of counsel for as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for Loans by the 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 or the Seller's execution and each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and "Description of the Rating Agencies in connection Mortgage Loans" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; andOriginator; (g) 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: (a) 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 Mortgage Loan “Representative”) may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateResponsible Party; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable satisfactory to counsel for the 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 and each Underwriterthe Representative; (e) 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; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement for Series 2005-NC2, dated May 2, 2005 (the “Prospectus Supplement”) relating to the Offered Certificates contained under the captions “Summary—The Mortgage Loans,” “Risk Factors,” (to the extent of information concerning the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection Loans contained therein) “The Mortgage Pool” agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeOriginator; and (g) 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 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed and delivered by An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the Mortgage Loan Seller“Underwriter”) may rely, in a form acceptable to the Purchaser; (b) An Officer's A Secretary’s Certificate substantially in the form of Exhibit 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 each the Underwriter may rely, attaching in a form acceptable to the Purchaser, and attached thereto as exhibits the organizational documents copies of the Mortgage Loan certificate of incorporation, by-laws and certificate of good standing of the Seller; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and the Underwriter, in a form acceptable to the Purchaser; (d) An Officers’ Certificate of each UnderwriterOriginator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser; (e) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the CertificatesMortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, each or performance under, this Agreement; (g) 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 shall include they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser Purchaser’s Prospectus Supplement, dated August 30, 2005, agrees with the records of the Seller; (h) Letters from certified public accountants for each Originator, dated the date hereof and each Underwriter to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an addresseeaccounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated August 30, 2005 under the subheading “The Master Servicer and the Servicers—The Servicers” agrees with the records of the Servicer; and (gi) 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: (a) This Agreement duly executed An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, ▇▇▇▇▇▇ Brothers Inc. and delivered by WaMu Capital Corp. (the Purchaser “Underwriters”) and the Mortgage Loan SellerNIMS Insurer, if any, 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 Officer's Officers’ Certificate substantially in the form of Exhibit 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 Purchaser, the Underwriters and each Underwriter the NIMS Insurer, if any, may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loan SellerLoans, by the Seller to the Purchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 hereto, executed by an executive officer or authorized signatory (which may be in-house counsel of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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, the Underwriters and the NIMS Insurer, if any; (d) Such opinions of counsel as the Rating Agencies, the Underwriters, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and each Underwriterdelivery of, or performance under, this Agreement; (e) 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 Terms—Mortgage Loans,” “Risk Factors,” “The Sponsor,” “Static Pool Information,” “The Mortgage Pool” and “Yield, Prepayment and Maturity Considerations” and in “Appendix A” agrees with the records of the Seller; (f) Any other opinions of counsel for the Mortgage Loan The Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions “The Sponsor,” “The Servicers” and each Underwriter “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 an addresseethe 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 (gh) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters 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: (ai) This Agreement duly The Deed, executed by Seller, covering the Real Property (and delivered separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested); (ii) The Bills of Sale executed by Seller covering the Purchaser and the Mortgage Loan Personal Property; (iii) The Assignments, executed by Seller; (biv) An Officer's Certificate substantially As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the form possession or control of Exhibit 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 each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (cv) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of MarylandAll machinery and/or equipment operating manuals, dated not earlier than 30 days prior technical data and other documentation relating to the Closing Datebuilding systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller; (dvi) A certificate All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Seller; (vii) Written notice from Seller or Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the Mortgage Loan Seller substantially 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 Tenants to make future rental payments to Buyer at the address designated by Buyer; (viii) Non-foreign person certification in the form of attached hereto as Exhibit 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 each Underwriter may rely"J"; (eix) Written opinions All building records and Tenant lease files with respect to the Real Property which are in the possession of counsel Seller; (x) Each ▇▇▇▇ of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the extent in Seller's possession or control, bills for each of the same for the Mortgage Loan 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 a form reasonably acceptable to counsel for Seller to enable the Purchaser and subject Title Insurer to such reasonable assumptions and qualifications as may be requested by counsel for issue the Mortgage Loan Seller and acceptable to counsel for the PurchaserCommitments described in Paragraph 5(b)(i). Buyer shall require affirmative endorsements against mechanic's liens, dated the Closing Date and addressed to the Purchaser and each Underwriterconsistent with Seller's obligations under Paragraph 5(b)(iii), above; (fxiii) Any other opinions A letter, from the New Jersey Department of counsel for Environmental Protection or its successor ("NJDEP") stating that the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance provisions of the CertificatesIndustrial Site Recovery Act, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) Such further certificates, opinions and documents as the Purchaser may reasonably request.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: (a) 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 Salomon Smith Bar▇▇▇ ▇▇▇. (▇▇▇ "Representative") may rely, and attached thereto copies of the Mortgage Loan Sellercertificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officer's Certificate substantially in the form of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and each Underwriter the Representative may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loan SellerLoans by the Seller to the Purchaser; (c) A certificate An Opinion of good standing regarding Counsel of the Mortgage Loan Seller from the Secretary of State for the State of MarylandSeller, dated not earlier than 30 days prior to the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (d) A certificate An Officer's Certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoOriginator, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and each Underwriter the 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; (e) Written Such opinions of counsel for as the Rating Agencies, the Trustee or the Trust Administrator may request in connection with the sale of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for Loans by the 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 or the Seller's execution and each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they 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") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection Loans contained therein) "The Mortgage Pool" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) Such further certificates, opinions and documents as the Purchaser may reasonably request.Seller;

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (bii) An Officer's Certificate substantially in the form of Exhibit C-1 D-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 each the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (ciii) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of MarylandDelaware, dated not earlier than 30 days prior to the Closing Date; (div) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 D-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 each the Underwriter may rely; (ev) Written opinions A written opinion of counsel for the Mortgage Loan Seller, substantially in a the form reasonably acceptable to counsel for the Purchaser of Exhibit D-3 hereto 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 and each the Underwriter; (fvi) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each the Underwriter as an addressee; and (gvii) 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 Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, Financial Security Assurance Inc. ("FSA") and delivered by Salomon Brothers Inc (the Purchaser "Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the Mortgage Loan Sellercertificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser, FSA and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) 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 each Underwriterdelivery of, or performance under, this Agreement; (e) A letter from KPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, 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 February 25, 1997, under the captions "Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Pooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Seller; and (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) 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: (a) 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 may rely, and attached thereto copies of the Mortgage Loan certificate of incorporation, bylaws and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, bylaws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateResponsible Party; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may relyPurchaser; (e) Written Such opinions of counsel for as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for Loans by the 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 or the Seller’s execution and each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions A letter or letters from Deloitte and Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Mortgage Loan Seller reasonably requested by Purchaser’s freewriting prospectus, dated November 13, 2006, and the Rating Agencies in connection with Purchaser’s prospectus supplement, dated November 16, 2006 (the issuance of “Prospectus Supplement”), each relating to the Certificates, each contained under the captions “Summary of which shall include Terms—Mortgage Loans”, “Risk Factors” (to the Purchaser extent of information concerning the Mortgage Loans contained therein) and each Underwriter as an addressee“The Mortgage Pool” agrees with the records of the Responsible Party; and (g) 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: (a) 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 Mortgage Loan 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; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerUnderwriter; (c) A An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from Originator under the Secretary laws of State for the State its state of Maryland, dated not earlier than 30 days prior to the Closing Dateincorporation; (d) A certificate An opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoOriginator, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may relyUnderwriter; (e) Written Such opinions of counsel for as the Rating Agencies, Trustee or the Trust Administrator may request in connection with the sale of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for Loans by the 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 or the Seller's execution and each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions A letter from Deloitte & Touche, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and "Description of the Rating Agencies in connection Mortgage Loans" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; andOriginator; (g) 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: (a) 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 Mortgage Loan 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; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerUnderwriter; (c) A An Officer’s Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from Originator under the Secretary laws of State for the State its state of Maryland, dated not earlier than 30 days prior to the Closing Dateincorporation; (d) A certificate An opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoOriginator, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may relyUnderwriter; (e) Written Such opinions of counsel for as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for Loans by the 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 or the Seller’s execution and each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions A letter from Deloitte & Touche, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions “Summary - Mortgage Loans,” “Risk Factors,” (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and “Description of the Rating Agencies in connection Mortgage Loans” agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; andOriginator; (g) 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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 2 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of Delaware; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 3 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each the Underwriter, substantially in the form attached hereto as Exhibit 4; (d) 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; (e) 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 February 23, 2000, under the captions "Summary of Prospectus Supplement," "The Mortgage Pool," "Yield on the Certificates," "Description of the Certificates" and "Pooling and Servicing Agreement--The Master Servicer" agrees with the records of the Seller; (f) Any other opinions of counsel for the Mortgage Loan The Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include deliver to the Purchaser for inclusion in the Prospectus Supplement under the captions "The Mortgage Pool--Underwriting Standards; Representations" and each Underwriter as an addressee"Pooling and Servicing Agreement--The Master Servicer," or for inclusion in other offering material 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 (g) 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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Originator, the Purchaser and each the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may 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; (e) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the CertificatesMortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, each or performance under, this Agreement; (i) A letter from KPMG Peat Marwick, L.L.P., certified public accountants, to the effect that they have performed certain specified procedures as a result of which shall include they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser Depositor's prospectus supplement for Series 1999-NC5, dated September 15, 1999 (the "September Prospectus Supplement") relating to the Class A Certificates contained under the captions "Pooling and each Underwriter as an addressee; and Servicing Agreement--The Master Servicer" agrees with the records of the Originator and (gii) 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: (a) 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 Mortgage Loan "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateResponsible Party; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable satisfactory to counsel for the 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 and each Underwriterthe Representative; (e) 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; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they 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") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and "Description of the Rating Agencies in connection Mortgage Pool" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeOriginator; and (g) 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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Originator, the Purchaser and each the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may 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; (e) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested 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 each Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (g) Such further certificatesA letter from KPMG Peat Marwick, opinions L.L.P., certified public accountants, dated the date hereof, 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 Depositor's Prospectus Supplement for Series 1999-NC2, dated March 24, 1999 under the captions "Summary--The Mortgage Loans," "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 documents as the Purchaser may reasonably request.information contained under the captions "The Mortgage Pool--Underwriting Standards" and "Pooling and Servicing Agreement--The Master Servicer" agrees with the records of the Master Servicer; and

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: (a) 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 Mortgage Loan "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateResponsible Party; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable satisfactory to counsel for the 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 and each Underwriterthe Representative; (e) 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; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they 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") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and "Description of the Rating Agencies in connection Mortgage Pool" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeOriginator; and (g) 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: (a) This Agreement and a bill of sale duly executed and delivered by the Purchaser and the Mortgage Mo▇▇▇▇ge Loan Seller; (b) An Officer's Certificate substantially in the form of Exhibit C-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 each Underwriter may rely, attaching thereto as exhibits the organizational documents articles of association and the By-Laws of the Mortgage Loan Seller; (c) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of MarylandDelaware, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 each Underwriter; (fe) Any other opinions of counsel for the Mortgage Loan Seller 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 each Underwriter as an addressee; and and (gf) 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: (a) This Agreement duly executed An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, WaMu Capital Corp. ("WCC") and delivered by ▇▇▇▇▇▇▇, Sachs & Co. ("Goldman", and together with WCC, the Purchaser "Underwriters") may rely and attached thereto copies of the Mortgage Loan Sellercertificate of incorporation, bylaws and certificate of good standing of the Seller under the laws of the State of Delaware; (b) An Officer's Officers' Certificate substantially in the form of Exhibit 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 each Underwriter the Underwriters may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loan SellerLoans, by the Seller to the Purchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 hereto, executed by an executive officer or authorized signatory (which may be in-house counsel of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each Underwriterthe Underwriters; (d) Such opinions of counsel as the Rating Agencies, the Underwriters or the 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; (e) 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 Terms—Mortgage Loans," "Risk Factors," "The Sponsor," "Static Pool Information," "The Mortgage Pool" and "Yield, Prepayment and Maturity Considerations" and in "Appendix A" agrees with the records of the Seller; (f) Any other opinions of counsel for the Mortgage Loan The Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include deliver or make available to the Purchaser for inclusion in the Prospectus Supplement under the captions "The Sponsor," "The Servicers" and each Underwriter "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 an addresseethe 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 (gh) 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: (ai) This Agreement duly executed The Pooling and delivered by Servicing Agreement, dated as of the Purchaser and the Mortgage Loan Seller; (b) An Officer's Certificate Cut-off Date, substantially in the form of Exhibit C-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 Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and each Underwriter of Citigroup Global Markets Inc., ▇.▇. ▇▇▇▇▇▇ Securities Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriters”) may rely, attaching in the form of Exhibit 2 hereto, and attached thereto as exhibits the organizational documents a certified copy of the Mortgage Loan resolutions of the board of directors of the Seller; (c) 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 Mortgage Loan Seller from the Secretary of State for of the State of MarylandDelaware; (2) An Officer’s Certificate of the Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of , upon which the Mortgage Loan Seller substantially Purchaser and the Underwriters may rely, in the form of Exhibit C-2 3 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loan Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and each Underwriter may relyPurchaser; (e3) Written opinions An Opinion of counsel for Counsel of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as Seller (who may be requested by in-house counsel for of the Mortgage Loan Seller and acceptable to counsel for the PurchaserSeller), dated the Closing Date and addressed to the Purchaser and each Underwriterthe Underwriters, substantially in the form attached hereto as Exhibit 4; (f4) Any other A letter from Deloitte & Touche LLP, dated the date hereof, 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 dated November 10, 2006, as supplemented by the supplement dated November 13, 2006 (the “Prospectus Supplement”), relating to the offering of certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2006-C, has been properly calculated; (5) Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies 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 each Underwriter as an addresseedelivery of, or performance under, this Agreement or the Pooling and Servicing Agreement; and (g6) 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: (a) This Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Sellerthis Agreement, including all exhibits; (b) An an Officer's Certificate substantially ’s Certificate, in the form of Exhibit C-1 I hereto, executed by for the Secretary or an assistant secretary of Seller and for the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerServicer including all attachments thereto; (c) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of MarylandSchedule, dated not earlier than 30 days prior one copy to the Closing Datebe attached hereto; (d) A certificate an opinion of in-house counsel for the Mortgage Loan Seller substantially in the form of attached hereto as Exhibit 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 each Underwriter may relyJ; (e) Written opinions of counsel for an Escrow Account Certification in the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications annexed hereto 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 each UnderwriterExhibit C; (f) Any other opinions 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 counsel the day and year first above written. ▇.▇. ▇▇▇▇▇▇ MORTGAGE ACQUISITION CORP., 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 the Purchaser, and which shall be retained by the Seller in the Servicing File or 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 reasonably requested by an authorized officer, with all intervening endorsements showing a complete chain of title from the originator to the Seller. If the Mortgage Loan was acquired by the Rating Agencies Seller in connection a merger, 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 issuance 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 original Mortgage has not been returned from the applicable public recording office, a true certified copy, certified by the Seller, of the Certificatesoriginal Mortgage together with a certificate of the Seller certifying that the original Mortgage has been delivered for recording in the appropriate public recording office of the jurisdiction in which the Mortgaged Property is located. The original or certified to be true copy, each certified by the Seller, of which shall include the Purchaser and each Underwriter as an addressee; and (g) Such further certificatesPrimary Mortgage Insurance Policy, opinions and documents as the Purchaser may reasonably requestif required.

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: (a) This Agreement duly executed An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser, Financial Security Assurance Inc. ("FSA") and delivered by Salomon Brothers Inc (the Purchaser "Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the Mortgage Loan Sellercertificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser, FSA and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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, FSA and the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) 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 each Underwriterdelivery of, or performance under, this Agreement; (e) A letter from KPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, 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, 1997, under the captions "Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Pooling and Servicing Agreement -- The Master Servicer" agrees with the records of the Seller; and (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) 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: (a) This Agreement duly executed An Officers' Certificate of the Seller, dated the Closing Date, upon which Long Beach, the Purchaser, MBIA Insurance Corporation ("MBIA") and delivered by Credit Suisse First Boston Corporation (the Purchaser "Underwriter") may rely, and attached thereto copies of the Mortgage Loan Sellercertificate of formation under the laws of Delaware; (b) 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 of Long Beach, dated the Closing Date, upon which the Seller, the Purchaser, MBIA, the Rating Agencies and the Underwriter may rely, in the form of Exhibit C-1 6 hereto, executed by the Secretary or an assistant secretary and attached thereto copies of the Mortgage Loan Sellercertificate of incorporation, by-laws and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (c) A certificate of good standing regarding of Long Beach under the Mortgage Loan Seller from the Secretary laws of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateDelaware; (d) A certificate An Opinion of the Mortgage Loan Seller substantially in the form Counsel of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 PurchaserLong Beach, dated the Closing Date and addressed to the Seller, the Purchaser, MBIA, the Rating Agencies and the Underwriter, substantially in the form attached hereto as Exhibit 7; (e) Such opinions of counsel as the Rating Agencies, MBIA or the Trustee may request in connection with the sale of the 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 each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions 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 counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection Purchaser's Prospectus Supplement, dated July 9, 1999 agrees with the issuance records of Long Beach; (g) Long Beach shall deliver to the Seller 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 CertificatesHome Equity Loans--Long Beach Home Equity Loans", each of which shall include 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 Purchaser pool information; (h) Letters from at least two nationally recognized statistical rating agencies rating the Class A and each Underwriter as an addresseeClass A-IO Certificates in the highest rating category; and (gi) 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: (a) 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 Mortgage Loan “Representative”) may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateOriginator; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoOriginator, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable satisfactory to counsel for the 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 and each Underwriterthe Representative; (e) 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; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they 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”) relating to the Offered Certificates contained under the captions “Summary—The Mortgage Loans,” “Risk Factors,” (to the extent of information concerning the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection Loans contained therein) “The Mortgage Pool” agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeOriginator; and (g) 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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) 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; (e) A letter from KPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, 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 27, 1998, under the captions "Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Pooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Seller; and (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) 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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Subsequent Transfer Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed with respect to certain facts regarding the sale of the Subsequent Mortgage Loans by the Secretary or an assistant secretary of Seller to the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Subsequent Transfer Date and addressed to the Purchaser and each the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Subsequent Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (e) A letter from KPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, 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 25, 1998, under the captions "Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Pooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Seller; and (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) 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: (a) This Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An Officer's Certificate substantially in the form of Exhibit C-1 D-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 each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (c) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of MarylandDelaware, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 D-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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, substantially in a the form reasonably acceptable to counsel for the Purchaser of Exhibits D-3A and D-3B hereto 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 and each Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) A guaranty agreement substantially in the form of 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 (h) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The At the Closing Documents shall consist of the following:(unless otherwise expressly indicated): (a) This Agreement Seller shall deliver to Purchaser the following items: (i) the Deed in accordance with Section 22 hereof. (ii) the Assignment of Space Leases exe- cuted by Seller, which assignment shall be in the form of Exhibit 1 attached hereto. (iii) duplicate originals, or if duplicate originals are not available, true and complete copies certified as true by Seller, of all of the Space Leases. (iv) to the extent in Seller's possession, the real estate tax bills then payable for the then current real estate tax year. (v) a duly executed certificate of Seller, in the applicable form set forth in Treasury Regulations Section 1.1445- 2(b)(2). (vi) the checks, return and/or affidavit in accordance with Section 22 hereof. (vii) subject to the terms of Sections 26(a)(vii)(A)(B) and (C), below, at least three (3) business days prior to the Closing Date, estoppel certificates ("Estoppel Certificates"), in form and substance which does not vary materially from the form annexed hereto as Exhibit 2 executed by each of the Space Tenants; provided, however, with respect to Anchor Space Tenants, Seller shall only be required to deliver such Estoppel Certificates which are usual and customary for such Anchor Space Tenants (except that, other than for the Estoppel Certificate to be delivered by Wal-Mart Stores, Inc. [or its assignee] the Estoppel Certificates of all other Anchor Space Tenants shall cover at least the matters set forth in paragraphs 2 and 3 of Exhibit 2). (A) If the required Estoppel Certificates cannot be timely delivered, or if the Estoppel Certificates which are timely delivered do not cover the material applicable matters set forth in Exhibit 2 Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed sixty (60) days, to obtain satisfactory Estoppel Certificates, or deliver its certificate ("Seller's Certificate") with respect to not more than forty (40%) percent of rentable square feet of space leased by non-Anchor Space Tenants as of the date hereof, covering all of the matters set forth in Exhibit 2 if no Estoppel Certificate is delivered by a Space Tenant or covering the matters not covered by an Estoppel Certificate which is delivered by a Space Tenant. Subsequent to the Closing, Seller may deliver to Purchaser Estoppel Certificates or supplemental Estoppel Certificates covering those matters not covered by the previously delivered Estoppel Certificates. Upon delivery of such Estoppel Certificates, Seller shall be entirely released from any liability arising out of Seller's Certificate delivered at the Closing as Seller's Certificate relates to the particular Space Tenant and/or Space Lease covered by the Estoppel Certificate, to the extent the information contained in such Estoppel Certificates is consistent with the information contained in Seller's Certificate. If Seller does not or cannot deliver an Estoppel Certificate or Seller's Certificate, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close title notwithstanding the lack of the Estoppel Certificate or Seller's Certificate without any reduction of the Purchase Price and without any liability of Seller relative thereto. (1) In the event any Estoppel Certificate or Seller's Certificate shall indicate a default by landlord under a Space Lease (such default hereinafter being referred to as an "Estoppel Default"), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed sixty (60) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be as set forth in the last sentence of subparagraph (A) above. (2) Notwithstanding subsection 26(a)(vii)(B)(1), above, if, in Seller's good faith judgment either (x) the potential liability of any Estoppel Default is less than $250,000, and Seller indemnifies Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default or (y) the potential liability of any Estoppel Default is $250,000 or more and Seller and Purchaser agree upon a mutually acceptable resolution to such Estoppel Default, then, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate or Seller's Certificate, and the Mortgage Loan Space Lease corresponding thereto, subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to clause (x) above. (viii) to the extent then in Seller's possession and control, copies of plans and specifications relating to the Property. (ix) a bill ▇▇ sale without representation or warranty for any personal property (including tradenames and warranties, if any) being conveyed pursuant to this Contract; (bx) An Officer's Certificate the Assignment of Service Contracts existing on the Closing Date executed by Seller, which assignment shall be in the form of Exhibit 3 attached hereto; and (xi) a title certification substantially in the form of Exhibit C-1 5 attached hereto. (b) Purchaser shall (i) pay to Seller or as Seller may direct, executed by the Secretary or an assistant secretary of Purchase Price as provided in Section 3 hereof and (ii) pay all Mortgage Expenses. Escrowee shall deliver the Mortgage Loan Cash Deposit to Seller, and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;. (c) A certificate Purchaser shall execute, acknowledge (where required) and deliver to Seller: (i) the Assignment of good standing regarding the Mortgage Loan Seller from Space Leases. (ii) the Secretary Assignment of State for the State of MarylandService Contracts. (iii) the checks, dated not earlier than 30 days prior to the Closing Date;returns and/or affidavits in accordance with Section 22 hereof. (d) A certificate Seller and Purchaser shall execute a notice to each of the Mortgage Loan Seller substantially Space Tenants stating in substance that Purchaser has succeeded to Seller's interest as landlord under the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) Such further certificates, opinions and documents as the Purchaser may reasonably requestSpace Leases.

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed The Pooling and delivered by Servicing Agreement, dated as of the Purchaser and the Mortgage Loan Seller; (b) An Officer's Certificate Cut-off Date, substantially in the form of Exhibit C-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 Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and each Underwriter of Citigroup Global Markets Inc., ▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriters”) may rely, attaching in the form of Exhibit 2 hereto, and attached thereto as exhibits the organizational documents a certified copy of the Mortgage Loan resolutions of the board of directors of the Seller; (c) 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 Mortgage Loan Seller from the Secretary of State for of the State of MarylandDelaware; (2) An Officer’s Certificate of the Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of , upon which the Mortgage Loan Seller substantially Purchaser and the Underwriters may rely, in the form of Exhibit C-2 3 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loan Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and each Underwriter may relyPurchaser; (e3) Written opinions An Opinion of counsel for Counsel of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as Seller (who may be requested by in-house counsel for of the Mortgage Loan Seller and acceptable to counsel for the PurchaserSeller), dated the Closing Date and addressed to the Purchaser and each Underwriterthe Underwriters, substantially in the form attached hereto as Exhibit 4; (f4) Any other A letter from Deloitte & Touche LLP, dated the date hereof, 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 dated April 1, 2005, as supplemented by the supplement dated August 23, 2005 (the “Prospectus Supplement”), relating to the offering of certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2005-C, has been properly calculated; (5) Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies 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 each Underwriter as an addresseedelivery of, or performance under, this Agreement or the Pooling and Servicing Agreement; and (g6) 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 August 23, 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 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) 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 Mortgage Loan Seller"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 substantially in the form of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and each Underwriter the Representative may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loan SellerLoans by the Seller to the Purchaser; (c) A certificate An Opinion of good standing regarding Counsel of the Mortgage Loan Seller from the Secretary of State for the State of MarylandSeller, dated not earlier than 30 days prior to the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (d) A certificate An Officer's Certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoOriginator, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and each Underwriter the 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; (e) Written Such opinions of counsel for as the Rating Agencies, the Trustee or the Trust Administrator may request in connection with the sale of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for Loans by the 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 or the Seller's execution and each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2003-HE2, dated October 28, 2003 (the "Prospectus Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection Loans contained therein) "The Mortgage Pool" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeSeller; and (g) 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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the certificate of formation, by-laws and certificate of good standing of the Seller under the laws of Nevada; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 4 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each the Underwriter, substantially in the form attached hereto as Exhibit 5; (i) 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 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 and (ii) if the Class CE Certificates and Class P Certificates are offered pursuant to a 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 "Summary of the Prospectus Supplement--The Mortgage Loans," "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, "The Mortgage Pool", and "Pooling and Servicing Agreement--The Originator and Master Servicer", as of the date of the Prospectus Supplement is true and accurate in all material respects; (e) An Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 7 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Originator to the Seller; (f) Any other opinions An Opinion of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance Counsel of the CertificatesOriginator, each of which shall include dated the Closing Date and addressed to the Purchaser and each Underwriter the Underwriter, substantially in the form attached hereto as an addressee; andExhibit 8; (g) 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; (h) 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 November 8, 1999 in the Summary under the subheading "The Mortgage Loans" and under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement--The Originator and Master Servicer", agrees with the records of the Originator; (i) The Originator shall deliver for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-AQ2, 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 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; (j) 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 November 8, 1999 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Originator; and (k) 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: (ai) This Agreement this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (bii) 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 C-1 heretothis Section 7, the "Interested Parties"), executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity on behalf of the Seller, and dated the Closing Date, and upon which the Purchaser and each 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 Mortgage Loan Seller; (civ) A a certificate of good standing regarding with respect to the Mortgage Loan Seller from issued by the Secretary Comptroller of State for the State of Maryland, dated Currency not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (dv) A certificate a Certificate of the Mortgage Loan Seller substantially in form and substance reasonably acceptable to the form of Exhibit C-2 heretoInterested Parties, executed by an executive officer or authorized signatory of the Mortgage Loan Seller on the Seller's behalf and dated the Closing Date, and upon which the Purchaser and each Underwriter Interested Parties may rely, which sets forth that the representations and warranties of the Seller in this Agreement and the Indemnification 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; (evi) Written a written opinion or opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as Seller (which may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaserinclude an opinion of in-house counsel), dated the Closing Date and addressed to the Purchaser Interested Parties and each Underwriterthe respective parties to the Pooling and Servicing Agreement, which opinions shall be in form and substance reasonably acceptable to the addressees; (fvii) Any other opinions of a letter from Polsinelli Shalton & Welte P.C. special counsel for the Seller, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ Da▇▇ ▇▇d addressed to CSFB Mortgage Loan Seller Securities, CSFB LLC and the other Underwriters, which letter shall be in form and substance reasonably requested by acceptable to the Rating Agencies in connection with recipient; (viii) one or more comfort letters from Ernst & Young LLP, certified public accountants, dated the issuance date of any preliminary Prospectus Supplement and of the CertificatesProspectus Supplement, each 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 include be described in such letters, they have recalculated such numbers and percentages relating to the Purchaser Mortgage Loans set forth in any preliminary Prospectus Supplement and the Prospectus Supplement, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement and the Prospectus Supplement, respectively, and found each Underwriter as an addressee; andsuch number and percentage set forth in any preliminary Prospectus Supplement and the Prospectus Supplement, respectively, to be in agreement with the results of such calculations; (gix) 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: (a) 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 Mortgage Loan "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateOriginator; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoOriginator, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable satisfactory to counsel for the 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 and each Underwriterthe Representative; (e) 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; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they 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") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection Loans contained therein) "The Mortgage Pool" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeOriginator; and (g) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed and delivered by the Purchaser Purchaser, CWCapital and the Mortgage Loan Seller and a bill of sale duly executed and delivered by the Seller; (b▇) An Officer's Certificate substantially in the form of Exhibit C-1 D-1 hereto, executed by the Secretary or an assistant secretary of CWCapital, and dated the Closing Date, and upon which the Purchaser, the Initial Purchasers and each Underwriter may rely, attaching thereto as an exhibit the By-Laws of CWCapital. In addition, an Officer's Certificate substantially in the form of Exhibit D-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 Purchaser, the Initial Purchasers and each Underwriter may rely, attaching thereto as exhibits an exhibit the organizational documents By-Laws of the Mortgage Loan Seller; (c) A certificate of formation of CWCapital, and an original or copy of a certificate of good standing regarding of CWCapital issued by the Mortgage Loan Commonwealth of Massachusetts, dated not earlier than 30 days prior to the Closing Date. In addition, a certificate of formation of the Seller, and an original or copy of a certificate of good standing of the Seller from the Secretary of State for issued by the State of MarylandDelaware, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan SellerCWCapital, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller CWCapital and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Purchaser, the Initial Purchasers and each Underwriter; (fe) Any other opinions of counsel for CWCapital or the Mortgage Loan Seller 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 each Underwriter as an addressee; and (gf) Such further certificates, opinions and documents as the Purchaser 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: (ai) This Agreement duly executed the Loan Schedule; (ii) the Settlement Statement; and (iii) completed drafts of the allonges and assignments contemplated to be delivered by the Purchaser and the Mortgage Loan Seller;hereunder related to each Loan. (b) An Officer's Certificate 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 required parties in order to transfer any Asset hereunder. (c) On the Closing Date, after confirmation of receipt of the funds required under Section 6.4, Seller shall deliver the following documentation to Buyer: (i) for each Loan, the Collateral Documents shown on Exhibit B-1 with exceptions as noted on Exhibit B-2; and (ii) {[____]} originals of the Limited Power of Attorney, substantially in the form of Exhibit C-1 heretoI, fully-executed by Seller and which shall only be used by Buyer to correct any errors contained on any assignment documents which are subsequently rejected by the Secretary applicable recording offices. Delivery shall be, at Buyer’s expense and choice, by (i) Buyer picking up such documentation from Seller (or an assistant secretary of Servicer or Seller’s document custodian, as the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and each Underwriter case may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; be) or (cii) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date;overnight delivery using Buyer’s customary courier. (d) A certificate On the Business Day following the Closing Date: (i) Seller shall make the Loan Files available to Buyer for pickup. Buyer shall be responsible for arranging pickup of the Mortgage Loan 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 Borrower, substantially in the form of Exhibit C-2 heretoH, executed by an executive officer or authorized signatory notifying such Borrower of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance conveyance of the Certificates, each of which shall include Loan to Buyer and directing such Borrower to make all payments under the Purchaser and each Underwriter as an addressee; and (g) 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: (a) 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 Mortgage Loan 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; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerUnderwriter; (c) A An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from Originator under the Secretary laws of State for the State its state of Maryland, dated not earlier than 30 days prior to the Closing Dateincorporation; (d) A certificate An opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoOriginator, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may relyUnderwriter; (e) Written Such opinions of counsel for as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for Loans by the 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 or the Seller's execution and each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and "Description of the Rating Agencies in connection Mortgage Loans" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; andOriginator; (g) 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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Subsequent Transfer Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed with respect to certain facts regarding the sale of the Subsequent Mortgage Loans by the Secretary or an assistant secretary of Seller to the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Subsequent Transfer Date and addressed to the Purchaser and each the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Subsequent Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (e) A letter from KPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, 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 22, 1998, under the captions "Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Pooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Seller; and (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) 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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 1 hereto, 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 Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Originator, the Purchaser and each the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may 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; (e) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested 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 each Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (g) A letter from KPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, 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 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 records of the Master Servicer; (h) Such further certificatesinformation for inclusion in the Prospectus Supplement under the captions "The Mortgage Pool--Underwriting Standards; Representations--New Century's Underwriting Programs" and "Pooling and Servicing Agreement--The Master Servicers--New Century Mortgage Corporation", opinions or for inclusion in other offering material such publicly available information regarding the Originator, its financial condition and documents 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 Purchaser Seller may reasonably request.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 Certificates" agrees with the records of the Seller; and

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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 2 hereto, 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 Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 3 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Originator, the Purchaser and each the Underwriter, substantially in the form attached hereto as Exhibit 4; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and 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 its state of incorporation; (e) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Trustee may request in connection with the issuance 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 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 in the Summary under the subheading "The Mortgage Loans" and under the captions "The Mortgage Pool" and "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 Securities 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, each " agrees with the records of which shall include the Purchaser and each Underwriter as an addresseeSeller; and (gj) 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: (a) 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 Mortgage Loan "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateResponsible Party; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable satisfactory to counsel for the 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 and each Underwriterthe Representative; (e) 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; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they 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") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection Loans contained therein) "The Mortgage Pool" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeOriginator; and (g) 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: (a) This Agreement duly executed An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser, MBIA Insurance Corporation ("MBIA") and delivered by Salomon Brothers Inc (the Purchaser "Underwriter") may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the Mortgage Loan Sellercertificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser, MBIA and the Underwriter may rely, in the form of Exhibit C-1 4 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Originator, the Purchaser, MBIA and each the Underwriter, substantially in the form attached hereto as Exhibit 5; (d) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Trustee may request in connection with the issuance 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 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 in the Summary under the subheading "The Mortgage Pool" and under the captions "The Mortgage Pool" and "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 Securities 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, each " agrees with the records of which shall include the Purchaser and each Underwriter as an addresseeSeller; and (gj) Such further information, certificates, opinions and documents as the Purchaser Purchaser, MBIA 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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Originator, the Purchaser and each the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may 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; (e) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested 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 each Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (g) Such further certificatesA letter from KPMG Peat Marwick, opinions L.L.P., certified public accountants, dated the date hereof, 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 Depositor's Prospectus Supplement for Series 1999-NC4, dated August 23, 1999 under the captions "Summary--The Mortgage Loans," "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 documents as the Purchaser may reasonably request.information contained under the captions "The Mortgage Pool--Underwriting Standards" and "Pooling and Servicing Agreement--The Master Servicer" agrees with the records of the Originator; and

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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) 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; (e) A letter from KPMG Peat Marwick, L.L.P., certified public accountants, dated the date hereof, 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 22, 1998, under the captions "Summary -- The Mortgage Pool," "Risk Factors -- Additional Risks Associated with the Mortgage Loans," "The Mortgage Pool" and "Pooling and Servicing Agreement -- The Master Servicer" agrees with the records of the Seller; and (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) 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: (a) 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 Mortgage Loan "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateResponsible Party; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable satisfactory to counsel for the 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 and each Underwriterthe Representative; (e) 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; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they 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") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection Loans contained therein) "The Mortgage Pool" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeResponsible Party; and (g) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) i. This Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) ii. An Officer's Certificate substantially in the form of Exhibit C-1 D-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 each the Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller and a resolution from the Seller's board of directors authorizing the transactions contemplated hereby; (c) iii. A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of MarylandCalifornia, dated not earlier than 30 days prior to the Closing Date; (d) iv. A certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 D-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 each the Underwriter may rely; (e) v. Written opinions of counsel for the Mortgage Loan Seller, substantially in a the form reasonably acceptable to counsel for the Purchaser of Exhibits D-3A and D-3B hereto 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, each dated the Closing Date and addressed to the Purchaser and each the Underwriter; (f) vi. Any other opinions of counsel for the Mortgage Loan Seller reasonably requested required by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each 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 (g) 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; 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 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: (a) 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 Mortgage Loan 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; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerUnderwriter; (c) A An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from Originator under the Secretary laws of State for the State its state of Maryland, dated not earlier than 30 days prior to the Closing Dateincorporation; (d) A certificate An opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoOriginator, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may relyUnderwriter; (e) Written Such opinions of counsel for as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for Loans by the 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 or the Seller's execution and each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions A letter from Ernst & Young, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and "Description of the Rating Agencies in connection Mortgage Loans" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; andOriginator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents (a) At Closing, Seller shall consist of the followingexecute and/or deliver to Purchaser: (ai) This Agreement duly executed a bargain and delivered sale deed with covenants against grantor’s acts (the “Deed”) from Kinnelon Hye conveying the Kinnelon Real Property subject to no exceptions other than the Permitted Exceptions on the basis that as of Closing, the Title Company shall insure title as set forth in this Agreement; (ii) a Deed from Midpark Hye conveying the Midland Park Real Property subject to no exceptions other than the Permitted Exceptions on the basis that as of Closing, the Title Company shall insure title as set forth in this Agreement; (iii) a Deed from Pompton Lakes Hye conveying the Pompton Lakes Real Property subject to no exceptions other than the Permitted Exceptions on the basis that as of Closing, the Title Company shall insure title as set forth in this Agreement; (iv) a Deed from ▇▇▇▇▇▇▇ ▇▇▇ conveying the ▇▇▇▇▇▇▇ Real Property subject to no exceptions other than the Permitted Exceptions on the basis that as of Closing, the Title Company shall insure title as set forth in this Agreement; (v) an Affidavit of Consideration for Use by the Purchaser and the Mortgage Loan Seller NJ Form RTF-1 from each Seller; (bvi) An Officer's a Seller’s Residency Certificate substantially in the form of Exhibit 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 Exemption Form GIT-REP 3 from each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (cvii) A certificate an affidavit of good standing regarding title from each Seller, the Mortgage Loan Seller from form and substance of which shall be subject to the Secretary reasonable approval of State for the State Title Company; (viii) the original (if available, or in lieu thereof, certified copies) of Marylandthe Leases relating to each Real Property, dated not earlier than 30 days prior to together with all security deposits delivered thereunder and all guarantees delivered in connection therewith, in effect on the Closing Date; (dix) A certificate an assignment and assumption of the Mortgage Loan Seller substantially Leases and security deposits and guarantees in the form attached hereto as Exhibit “B” (the “Assignment of Leases”); (x) an updated rent roll for each Real Property; (xi) a ▇▇▇▇ of sale, if applicable, conveying all of Seller’s right, title and interest in and to the Tangible Personal Property, free and clear of liens or encumbrances, in the form attached hereto as Exhibit C-2 hereto“C” (the “▇▇▇▇ of Sale”); (xii) a closing statement reflecting the prorations and other adjustments to the Purchase Price required pursuant to this Agreement and otherwise acceptable to each of the parties (the “Closing Statement”); (xiii) an affidavit of Seller certifying that Seller is not a “foreign person”, as defined in the federal Foreign Investment in Real Property Tax Act of 1980, and the 1984 Tax Reform Act, as amended; (xiv) the originals of all Contracts, if any, being assumed by Purchaser; (xv) an assignment and assumption of Contracts and Intangible Personal Property in the form attached hereto as Exhibit “D” (the “Assignment of Contracts”); (xvi) tenant estoppel certificates in accordance with the provisions of this Agreement; (xvii) notices to all tenants of the Property in the form attached hereto as Exhibit “E” (the “Tenant Notices”); (xviii) such organizational and authorizing documents of Seller as reasonably shall be required by the Title Company to evidence Seller’s authority to execute this Agreement and any documents to be executed by an executive officer or authorized signatory Seller at Closing and to consummate the transaction contemplated by this Agreement; (xix) a certificate updating Seller’s representations and warranties set forth in this Agreement, as of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (gxx) Such further certificatessuch other instruments as reasonably may be required by the Title Company to effectuate the within transaction, opinions provided same are delivered subject to the same limitations on Seller’s liability as provided in this Agreement. (b) Each Deed shall be accompanied by Seller’s payment to the Register or Clerk of the County in which the Real Property is located of the New Jersey Realty Transfer Fee payable under N.J.S.A. 46:15-5 et seq., as amended, which is to be paid by Seller, or at Seller’s option, Purchaser shall be entitled to a credit against the Purchase Price of a sum equal to the New Jersey Realty Transfer Fee to be paid on account hereof. In no event shall Seller be responsible for the payment of the additional one percent (1%) supplemental fee (the so-called “commercial mansion tax”) payable under N.J.S.A. 46:15-7.2, as amended, the responsibility of which shall remain with Purchaser. The provisions of this subparagraph (b) shall survive the Closing. (c) At Closing, Purchaser shall execute and/or deliver to Seller: (i) the balance of the Purchase Price; (ii) an Affidavit of Consideration for Use by Buyer NJ Form RTF-1EEE; (iii) the Assignment of Leases; (iv) the Assignment of Contracts; (v) the Closing Statement; (vi) such organizational and authorizing documents of Purchaser as reasonably shall be required by Seller and/or the Title Company to evidence Purchaser’s authority to execute this Agreement and any documents to be executed by Purchaser at Closing and to consummate the transaction contemplated by this Agreement; (vii) the Tenant Notices; (viii) a certificate updating Purchaser’s representations and warranties set forth in this Agreement, as of the Closing Date; (ix) such other instruments as reasonably may reasonably requestbe required by the Title Company to effectuate the within transaction; and (x) payment to the Title Company of any “mansion” or other fees or charges not identified as Seller’s obligations by statute.

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: (a) 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 Salomon Smith Bar▇▇▇ ▇▇▇. (▇▇▇ "Representative") may rely, and attached thereto copies of the Mortgage Loan Sellercertificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officer's Certificate substantially in the form of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and upon which the Purchaser and each Underwriter the Representative may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loan SellerLoans by the Seller to the Purchaser; (c) A certificate An Opinion of good standing regarding Counsel of the Mortgage Loan Seller from the Secretary of State for the State of MarylandSeller, dated not earlier than 30 days prior to the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (d) A certificate An Officer's Certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoOriginator, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, in form satisfactory to and upon which the Purchaser and each Underwriter the 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; (e) Written Such opinions of counsel for as the Rating Agencies, the Trustee or the Trust Administrator may request in connection with the sale of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for Loans by the 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 or the Seller's execution and each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2002-WMC2, dated September 20, 2002 (the "Prospectus Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection Loans contained therein) "The Mortgage Pool" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) Such further certificates, opinions and documents as the Purchaser may reasonably request.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: (a) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Greenwich Capital markets, Inc. as representative of the Mortgage Loan Sellerseveral underwriters (the "Representative") and Radian Insurance Inc. (the "NIMs Insurer") 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 the State of Delaware; (b) An Officer's Officers' Certificate substantially in the form of Exhibit 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 each Underwriter the Representative and the NIMs Insurer may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loan SellerLoans by the Seller to the Purchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 hereto, executed by an executive officer or authorized signatory (which may be in-house counsel of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Representative and each Underwriterthe NIMs Insurer; (fd) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies Agencies, the Representative, the Trustee or the NIMs Insurer may request in connection with the issuance sale of the CertificatesMortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, each or performance under, this Agreement; (e) 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 shall include they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser Purchaser's Prospectus Supplement, dated March 14, 2001, under the captions "Summary of Terms--Mortgage Loans," "Risk Factors," "The Mortgage Pool," and each Underwriter as an addressee; and (g) Such further certificates, opinions and documents as "Long Beach Mortgage Company," agrees with the Purchaser may reasonably request.records of the 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: (a) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which NC Capital, the Purchaser and the Underwriter may rely with respect to certain facts regarding the sale of the Mortgage Loan SellerLoans by the Seller to the Purchaser; (b) An Officer's Opinion of Counsel of the Seller, dated the Closing Date and addressed to NC Capital, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 1; (c) An Officers' Certificate substantially of NC Capital, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed by the Secretary or an assistant secretary and attached thereto copies of the Mortgage Loan Sellercertificate of incorporation, by- laws and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (c) A certificate of good standing regarding of NC Capital under the Mortgage Loan Seller from the Secretary laws of State for the State its state of Maryland, dated not earlier than 30 days prior to the Closing Dateincorporation; (d) A certificate An opinion of the Mortgage Loan Seller substantially in the form Counsel of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 PurchaserNC Capital, dated the Closing Date and addressed to the Seller, the Purchaser and each Underwriterthe Underwriter substantially in the form attached hereto as Exhibit 3; (e) 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; (f) Any other opinions A letter from Deloitte & Touche, certified public accountants, dated the date hereof, to the effect that they have performed certain specified procedures as a result of counsel which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement for Series 2001-NC1, dated March 19, 2001 under the captions "Summary--The Mortgage Loan Seller reasonably requested by Loans," "Risk Factors," "The Mortgage Pool" (except with respect to the Rating Agencies in connection information contained under the caption "The Mortgage Pool--Underwriting Standards") agrees with the issuance records of the Certificates, each Seller and the information contained under the captions "The Mortgage Pool--Underwriting Standards" and "The Originator" agrees with the records of which shall include the Purchaser and each Underwriter as an addresseeNC Capital; and (g) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An Officer's Certificate substantially in the form of Exhibit 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 each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (c) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of MarylandNew York, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser 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 each Underwriter; (f) 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 reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (gh) 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: (a) 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 Mortgage Loan Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller; (b) An Officer's Officers' Certificate substantially in the form of Exhibit 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 each 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 Loan SellerLoans by the Seller to the Purchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each the Underwriter, in a form acceptable to the Purchaser; (d) 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; (e) 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 April 23, 2002 under the subheadings "Summary of Prospectus Supplement--The Mortgage Loans," "Risk Factors" (to the extent of information regarding the Mortgage Loans therein) and "The Mortgage Pool" agrees with the records of the Seller; (f) Any other opinions of counsel for A letter from Deloitte & Touche, LLP, certified public accountants, dated the Mortgage Loan Seller reasonably requested by date hereof and to the Rating Agencies in connection with the issuance of the Certificates, each effect that they have performed certain specified procedures as a result of which shall include they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser and each Underwriter as an addressee; and (g) Such further certificatesPurchaser's Prospectus Supplement, opinions and documents as the Purchaser may reasonably request.dated April 23, 2002 under the

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (bii) 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 C-1 D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan 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 each Underwriter the 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 Mortgage Loan Seller; (civ) A a certificate of good standing regarding corporate existence with respect to the Mortgage Loan Seller from issued by the Secretary Comptroller of State for the State of Maryland, dated Currency not earlier than 30 days fifteen (15) months prior to the Closing Date, and upon which the Interested Parties may rely; (dv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 D-2 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller on the Seller's behalf and dated the Closing Date, and upon which the Purchaser and each Underwriter Interested Parties may rely; (evi) Written a written opinion or opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as Seller (which may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaserinclude an opinion of in-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 each Underwritershall cover such corporate and other matters as shall be reasonably required by the Purchaser; (fvii) Any other opinions one or more comfort letters from PriceWaterhouse Coopers LLC, certified public accountants, dated the date of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance any preliminary Prospectus Supplement and of the CertificatesProspectus Supplement, each 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 include be described in such letters, they have recalculated such numbers and percentages relating to the Purchaser Mortgage Loans set forth in any preliminary Prospectus Supplement and the Prospectus Supplement, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement and the Prospectus Supplement, respectively, and found each Underwriter as an addressee; andsuch number and percentage set forth in any preliminary Prospectus Supplement and the Prospectus Supplement, respectively, to be in agreement with the results of such calculations; (gviii) 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: (a) 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 Mortgage Loan "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateResponsible Party; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable satisfactory to counsel for the 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 and each Underwriterthe Representative; (e) 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; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser's prospectus supplement for Series 2006-NC4, dated September 25, 2006 (the "Prospectus Supplement") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Legal Proceedings," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and "Description of the Rating Agencies in connection Mortgage Pool" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeOriginator; and (g) 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: (a) 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 Mortgage Loan 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; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerUnderwriter; (c) A An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from Originator under the Secretary laws of State for the State its state of Maryland, dated not earlier than 30 days prior to the Closing Dateincorporation; (d) A certificate An opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoOriginator, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may relyUnderwriter; (e) Written Such opinions of counsel for as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for Loans by the 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 or the Seller's execution and each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions “Summary—Mortgage Loans,” “Risk Factors,” (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and “Description of the Rating Agencies in connection Mortgage Loans” agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; andOriginator; (g) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter 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: (ai) This Agreement duly The Deed, executed by Seller, covering the Real Property (and delivered separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested); (ii) The Bills of Sale executed by Seller covering the Purchaser and the Mortgage Loan Personal Property; (iii) The Assignments, executed by Seller; (biv) An Officer's Certificate substantially As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the form possession or control of Exhibit 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 each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (cv) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of MarylandAll machinery and/or equipment operating manuals, dated not earlier than 30 days prior technical data and other documentation relating to the Closing Datebuilding systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller; (dvi) A certificate All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Seller; (vii) Written notice from Seller or Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the Mortgage Loan Seller substantially 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 Tenants to make future rental payments to Buyer at the address designated by Buyer; (viii) Non-foreign person certification in the form of attached hereto as Exhibit 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 each Underwriter may rely"J"; (eix) Written opinions All building records and Tenant lease files with respect to the Real Property which are in the possession of counsel Seller; (x) Each ▇▇▇▇ of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the extent in Seller's possession or control, bills for each of the same for the Mortgage Loan 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 a form reasonably acceptable to counsel for Seller to enable the Purchaser and subject Title Insurer to such reasonable assumptions and qualifications as may be requested by counsel for issue the Mortgage Loan Seller and acceptable to counsel for the PurchaserCommitments described in Paragraph 5(b)(I). Buyer shall require affirmative endorsements against mechanic's liens, dated the Closing Date and addressed to the Purchaser and each Underwriterconsistent with Seller's obligations under Paragraph 5(b)(iii), above; (fxiii) Any other opinions A letter, from the New Jersey Department of counsel for Environmental Protection or its successor ("NJDEP") stating that the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance provisions of the CertificatesIndustrial Site Recovery Act, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) Such further certificates, opinions and documents as the Purchaser may reasonably request.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: (a) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, Bishop's Gate, the Purchaser and Salomon Smith Barney Inc. (the Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 1 hereto, 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 Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may 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; (e) 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) Any other An Administrator's Certificate of Bishop's Gate, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may rely, in the form of Exhibit 6 hereto, and attached thereto copies of the organizational documents and certificate of good standing of Bishop's Gate under the laws of its state of organization; (g) An opinion of Counsel of Bishop's Gate, dated the Closing Date and addressed to the Seller, the Purchaser and the Underwriter substantially in the form attached hereto as Exhibit 7; (h) Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Trustee may request in connection with the issuance 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 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 February 22, 1999 in the Summary under the subheading "The Mortgage Loans", "Risk Factors" and under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement--The Originator and Master Servicer", agrees with the records of the Originator; (j) The Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Mortgage Pass-Through Certificates Series 1999-2, under the captions "The Mortgage Pool--Underwriting Standards" 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; (k) 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 February 22, 1999 under the captions "Yield on the Certificates" and "Description of the Certificates, each " agrees with the records of which shall include the Purchaser and each Underwriter as an addresseeSeller; and (gl) 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: (ai) 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 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, (ix) the Airframe and Engine Mortgage and the Mortgage Loan Seller;Supplement duly executed by each Borrower and the Trust, (bx) An Officer's Certificate substantially in a certification from the form principal officers of Exhibit C-1 hereto, executed the Borrowers as to such factual matters as shall be requested by the Secretary Agent, (xi) certificates or an assistant secretary binders of insurance relating to each of the Mortgage Loan Sellerpolicies 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, after giving effect to the Loans to be made at such time and upon which the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents application of the Mortgage Loan Seller;proceeds thereof, and (cB) A certificate no Default or Event of good standing regarding the Mortgage Loan Seller from the Secretary Default exists, (xiii) a Borrowing Base Certificate, a Schedule of State for the State Inventory and a Schedule of MarylandReceivables, dated prepared as of a date not earlier more than 30 5 days prior to the Closing Effective Date;, (dxiv) 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 Mortgage Loan Seller substantially Mortgages duly executed and delivered by the applicable Borrowers and evidencing the recording of each such instrument in the form of Exhibit C-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 Mortgage Loan 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 each Underwriter may rely;option of the Agent, in proper form for recording in such jurisdiction, (exvi) Written opinions one or more fully paid mortgagee title insurance policies or, at the option of counsel the Agent, unconditional commitments for the Mortgage Loan Seller, in a form reasonably acceptable issuance thereof with all requirements and conditions to counsel for the 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 and each Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested 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 each Underwriter as an addresseeproperty 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 property 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 (gE) Such other investigative methods deemed necessary by the consultant or the Agent to enable the consultant to report that there is no apparent or likely contamination of the property or another property in the area, (xxii) if deemed reasonably necessary to further certificatesinvestigate suspected or likely contamination, opinions and documents 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 Agent, establishing values at levels satisfactory to the Agent, (xxiv) a certified copy of the organizational trust agreement governing the Trust, together with such certifications from the trustee of the Trust with respect to the Loan Documents to which the Trust is a party as the Purchaser 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 (xxvi) such other documents and instruments as the Agent or any Lender 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: (a) 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 Mortgage Loan "Representative") may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateResponsible Party; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable satisfactory to counsel for the 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 and each Underwriterthe Representative; (e) 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; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they 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") relating to the Offered Certificates contained under the captions "Summary--The Mortgage Pool," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and "Description of the Rating Agencies in connection Mortgage Pool" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeOriginator; and (g) Such further information, certificates, opinions and documents as the Purchaser or the Representative 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: (ai) This certified copies of the articles or certificate of incorporation and bylaws of the Borrower as in effect on the Effective Date, (ii) certified copies of all corporate action, including shareholder approval, if necessary, taken by the Borrower to authorize the execution, delivery and performance of this Agreement, the Loan Documents, the borrowings under this Agreement, and the execution, delivery and performance of the Acquisition Agreement and the Acquisition Documents, (iii) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrower authorized to execute and deliver this Agreement and the Loan Documents on behalf of the Borrower and to request borrowings under this Agreement, (iv) a certificate evidencing the good standing of the 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 7.1(n) and meeting the requirements thereof, (vi) a signed opinion of ▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Borrower, substantially in the form of Exhibit C, and of such local counsel for the Borrower 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, including local counsel opinions regarding the Mortgages and the Real Estate, (vii) the Financing Statements duly executed and delivered by the Purchaser Borrower and acknowledgment copies evidencing the Mortgage Loan Seller;filing of such Financing Statements in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest, (bviii) An Officer's Certificate substantially in a certification from the form principal officers of Exhibit C-1 hereto, executed the Borrower as to such factual matters as shall be requested by the Secretary Agent, (ix) certificates or an assistant secretary binders of insurance relating to each of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents policies of insurance covering any of the Mortgage Loan Seller;Collateral together with loss payable clauses which comply with the terms of Section 9.8, (cx) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A a certificate of the Mortgage Loan Seller substantially President or a Financial Officer of the Borrower 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, after giving effect to the Initial Loans to be made (and Letters of Credit to be issued) at such time and the application of the proceeds thereof, and (B) no Default or Event of Default exists, (xi) a Borrowing Base Certificate as of January 31, 1998, a Schedule of Inventory as of January 31, 1998 and a Schedule of Receivables as of January 31, 1998, (xii) copies of the Mortgages, duly executed and delivered by the Borrower, in proper form for recording in the form of Exhibit C-2 heretoappropriate jurisdiction, executed by an executive officer or authorized signatory of in order to create a valid first Lien on and security title to the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely;Real Estate described therein, (exiii) Written opinions of counsel one or more fully paid unconditional commitments for the Mortgage Loan Seller, in a form reasonably acceptable issuance of mortgagee title insurance policies with all requirements and conditions to counsel for the 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 and each Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificatesfinal policy deleted or marked satisfied, issued by First American Title Insurance Company, 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 exceptions only for the Permitted Encumbrances (as defined in each Mortgage), (xiv) such materials and information concerning the Real Estate as the Agent may reasonably require, including, without limitation, (A) current and accurate surveys satisfactory to the Agent of the owned Real Estate, certified to the Agent and showing the location of the 100-year and 50-year flood plains thereon, (B) owner's affidavits as to such matters relating to the owned Real Estate as the Agent may reasonably request, and (C) engineer's reports as to the condition of the improvements on the Real Estate and the compliance of the Real Estate with all Applicable Laws, codes and ordinances as the Agent may reasonably request, (xv) landlord's or mortgagee's waiver and consent agreements duly executed on behalf of each landlord or mortgagee, as the case may be, of Real Estate and any other real property on which any Collateral is located, to the extent Borrower can obtain such landlord's or mortgagee's waiver and consent agreements using all reasonable efforts, (xvi) the Acquisition Documents Assignment, duly executed by the Borrower, (xvii) Agency Account Agreements, each duly executed by the Borrower and the Clearing Bank party thereto, with respect to each bank account of the Borrower other than the Excepted Accounts, (xviii) the Initial Notice of Borrowing, duly executed by the Borrower, (xix) certificates of title for all of the Borrower's motor vehicles, trailers and other property for which a certificate of title has been issued, subject to such exceptions as the Agent shall include reasonably approve, together with applications for the Purchaser noting of the Agent's security interest (on behalf of the Secured Creditors) thereon, duly executed by the Borrower and in form appropriate for submission to the applicable governmental authority that issued such certificate of title; (xx) copies of each Underwriter as an addressee; of the other Loan Documents duly executed by the parties thereto, and (gxxi) 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 shall consist of the following: (a) This Agreement and a bill of sale duly executed and delivered by the Purchaser and the Mortgage Loan SellerSel▇▇▇; (b) An Officer's Certificate substantially in the form of Exhibit C-1 E hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser, the Initial Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (c) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of MarylandNew York, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, Seller in a form reasonably acceptable to counsel for the 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, the Initial Purchaser and each Underwriter; (fe) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser, the Initial Purchaser and each Underwriter as an addressee; (f) A certificate of the Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that representatives of the Seller have carefully examined the Time of Sale Information and the Prospectus Supplement and the accompanying prospectus and nothing has come to the attention of the Seller that would lead the Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Prospectus Supplement and the accompanying prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; and (g) 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: (ai) This Agreement duly The Deed, executed by Seller, covering the Real Property (and delivered separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested); (ii) The Bills of Sale executed by Seller covering the Purchaser and the Mortgage Loan Personal Property; (iii) The Assignments, executed by Seller; (biv) An Officer's Certificate substantially As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the form possession or control of Exhibit 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 each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (cv) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of MarylandAll machinery and/or equipment operating manuals, dated not earlier than 30 days prior technical data and other documentation relating to the Closing Datebuilding systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller; (dvi) A certificate All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Seller; (vii) Written notice from Seller or Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the Mortgage Loan Seller substantially 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 Tenants to make future rental payments to Buyer at the address designated by Buyer; (viii) Non-foreign person certification in the form of attached hereto as Exhibit 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 each Underwriter may rely"J"; (eix) Written opinions All building records and Tenant lease files with respect to the Real Property which are in the possession of counsel Seller; (x) Each ▇▇▇▇ of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the extent in Seller's possession or control, bills for each of the same for the Mortgage Loan 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 a form reasonably acceptable to counsel for Seller to enable the Purchaser and subject Title Insurer to such reasonable assumptions and qualifications as may be requested by counsel for issue the Mortgage Loan Seller and acceptable to counsel for the PurchaserCommitments described in Paragraph 5(b)(i). Buyer shall require affirmative endorsements against mechanic's liens, dated the Closing Date and addressed to the Purchaser and each Underwriterconsistent with Seller's obligations under Paragraph 5(b)(iii), above; (fxiii) Any other opinions A letter, from the New Jersey Department of counsel for Environmental Protection or its successor ("NJDEP") stating that the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance provisions of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; and (g) Such further certificates, opinions and documents as the Purchaser may reasonably request.Industrial

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (bii) 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 C-1 D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan 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 each Underwriter the 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 Mortgage Loan Seller; (civ) A a certificate of good standing regarding with respect to the Mortgage Loan Seller from issued by the Secretary of State for of the State of Maryland, dated Delaware not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (dv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 D-2 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller on the Seller's behalf and dated the Closing Date, and upon which the Purchaser and each Underwriter Interested Parties may rely; (evi) Written a written opinion or opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as Seller (which may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaserinclude an opinion of in-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 each Underwritershall cover such corporate and other matters as shall be reasonably required by the Purchaser; (fvii) Any other opinions one or more comfort letters from Ernst & Young, certified public accountants, dated the date of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance any preliminary Prospectus Supplement and of the CertificatesProspectus Supplement, each 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 include be described in such letters, they have recalculated such numbers and percentages relating to the Purchaser Mortgage Loans set forth in any preliminary Prospectus Supplement and the Prospectus Supplement, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement and the Prospectus Supplement, respectively, and found each Underwriter as an addressee; andsuch number and percentage set forth in any preliminary Prospectus Supplement and the Prospectus Supplement, respectively, to be in agreement with the results of such calculations; (gviii) 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: (ai) This Agreement duly executed The Pooling and delivered by Servicing Agreement, dated as of the Purchaser and the Mortgage Loan Seller; (b) An Officer's Certificate Cut-off Date, substantially in the form of Exhibit C-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 Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and each Underwriter of ▇.▇. ▇▇▇▇▇▇ Securities Inc., Citigroup Global Markets Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriters”) may rely, attaching in the form of Exhibit 2 hereto, and attached thereto as exhibits the organizational documents a certified copy of the Mortgage Loan resolutions of the board of directors of the Seller; (c) 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 Mortgage Loan Seller from the Secretary of State for of the State of MarylandDelaware; (2) An Officer’s Certificate of the Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of , upon which the Mortgage Loan Seller substantially Purchaser and the Underwriters may rely, in the form of Exhibit C-2 3 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loan Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and each Underwriter may relyPurchaser; (e3) Written opinions An Opinion of counsel for Counsel of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as Seller (who may be requested by in-house counsel for of the Mortgage Loan Seller and acceptable to counsel for the PurchaserSeller), dated the Closing Date and addressed to the Purchaser and each Underwriterthe Underwriters, substantially in the form attached hereto as Exhibit 4; (f4) Any other A letter from Deloitte & Touche LLP, dated the date hereof, 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 dated December 7, 2006, as supplemented by the supplement dated December 12, 2006 (the “Prospectus Supplement”), relating to the offering of certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2006-D, has been properly calculated; (5) Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies 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 each Underwriter as an addresseedelivery of, or performance under, this Agreement or the Pooling and Servicing Agreement; and (g6) 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 (a) At Closing, Seller shall consist of deliver to Escrow Agent the following: (ai) This Agreement A duly executed Assignment and delivered by Assumption of Membership Interest for each Company in the Purchaser and the Mortgage Loan Sellerform attached hereto as Exhibit “E” to this Agreement; (b) An Officer's Certificate substantially in the form of Exhibit 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 each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (cii) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, certification in a form reasonably acceptable to Buyer, that Seller is not a foreign person; (iii) Such documents as Buyer’s counsel for may reasonably request to evidence Seller’s authority to execute and perform under this Agreement and to execute and deliver all documents assigning the Purchaser Membership Interests to Buyer; (iv) Such documents described in this Agreement to be executed by Seller, and subject deliver such other documents and papers which may be reasonably necessary to such reasonable assumptions and qualifications the consummation of the Transaction as may be reasonably requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the PurchaserBuyer, dated the Closing Date and addressed to the Purchaser and each Underwriteror its respective counsel; (fv) Any other opinions Certificates of counsel Good Standing for each Company and Certificates of Authority from each state where the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance Companies are qualified to do business in; (vi) Copies of the CertificatesCertificate of Formation and Operating Agreement together with all modifications and amendments thereto for each Company, certified as true and correct by an authorized officer of Seller; (vii) The original Limited Liability Company Agreement for each Company to which a certification from an authorized officer of which Seller shall include be attached stating that the Purchaser and Limited Liability Company Agreements have not been modified or amended except in requested herein; (viii) The original Title Insurance issued by First American Insurance Company for each Underwriter as an addresseeProperty; and (gix) Notice to Tenant notifying Tenant of this Transaction; (b) At closing, Buyer shall: (i) Deliver to Escrow Agent the balance of the Purchase Price; (ii) Deliver to Seller such documents as Seller or Seller’s respective counsel, may reasonably request to evidence Buyer’s authority to execute and perform under this Agreement; (iii) Deliver to Seller a duly executed Assignment and Assumption of Membership Interest for each Company; and (iv) Such further certificatesdocuments described in this Agreement to be executed by Buyer, opinions and deliver such other documents and papers which may be reasonably necessary to the consummation of the Transaction as the Purchaser may be reasonably requestrequested by Seller, Seller’s respective counsel.

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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 1 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Originator, the Purchaser and each the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may 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; (e) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested 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 each Underwriter as an addressee; anddelivery of, or performance under, this Agreement; (g) Such further certificatesA letter from KPMG Peat Marwick, opinions L.L.P., certified public accountants, dated the date hereof, 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 Depositor's Prospectus Supplement for Series 1999-NC3, dated June 25, 1999 under the captions "Summary--The Mortgage Loans," "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 documents as the Purchaser may reasonably request.information contained under the captions "The Mortgage Pool--Underwriting Standards" and "Pooling and Servicing Agreement-- The Master Servicer" agrees with the records of the Master Servicer; and

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: (a) This Agreement duly executed An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser, Financial Security Assurance Inc. ("FSA") and delivered by Salomon Brothers Inc (the Purchaser "Underwriter") may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the Mortgage Loan Sellercertificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser, FSA and the Underwriter may rely, in the form of Exhibit C-1 4 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Originator, the Purchaser, FSA and each the Underwriter, substantially in the form attached hereto as Exhibit 5; (d) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Trustee may request in connection with the issuance 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 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, 1996 in the Summary under the subheading "The Mortgage Pool" and under the captions "The Mortgage Pool" and "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 Securities VII, Inc., Asset-Backed Floating Rate Certificates, Series 1996-LB3, 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, 1996 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates, each " agrees with the records of which shall include the Purchaser and each Underwriter as an addresseeSeller; and (gj) 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: (a) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originators, the Purchaser and Salomon Brothers Inc (the Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 3 hereto, 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 Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 4 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Originators, the Purchaser and the Underwriter, substantially in the form attached hereto as Exhibit 5; (d) An Officer's Certificate of each UnderwriterOriginator, dated the Closing Date, upon which the Seller, the Purchaser 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 such Originator under the laws of its state of incorporation; (e) An opinion of Counsel of each 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Trustee may request in connection with the issuance 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 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 21, 1997 in the Summary under the subheading "The Mortgage Pool" and under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement-- Ameriquest Mortgage Company," or "--Long Beach Mortgage Company", as the case may be, agrees with the records of the related Originator; (h) Each Originator shall deliver to the Seller for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Asset-Backed Certificates, Series 1997-LB6, under the captions "The Mortgage Pool-- Underwriting Standards; Representations" and "Pooling and Servicing Agreement-- Ameriquest Mortgage Company," or "--Long Beach Mortgage Company", as the case may be, or for inclusion in other offering material such publicly available information regarding such 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 21, 1997 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates, each " agrees with the records of which shall include the Purchaser and each Underwriter as an addresseeSeller; and (gj) 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: (a) This Agreement duly executed and delivered by An Officers' Certificate of each Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. and Lehman Brothers Inc. (t▇▇ "▇▇derwriters") may rely, in a form acceptable to the Mortgage Loan Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of each Seller; (b) An Officer's Certificate substantially in the form of Exhibit 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 each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller[Reserved]; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary Counsel of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each Underwriterthe Underwriters, in a form acceptable to the Purchaser; (d) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Sellers to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (e) 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 subheadings "Summary of Prospectus Supplement--The Mortgage Loans," "Risk Factors" (to the extent of information regarding the Mortgage Loans therein) and "The Mortgage Pool" agrees with the records of the Sellers; (f) Any other opinions 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 counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Mortgage Loan Seller reasonably requested by Purchaser's Prospectus Supplement, dated November 25, 2003 under the Rating Agencies in connection subheading "Pooling and Servicing Agreement--The Master Servicer" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeMaster Servicer; and (g) 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 (a2) This Agreement 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) 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 Mortgage Loan SellerPlans and Specs to Buyer, and (ii) 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 (b2) An Officer's Certificate substantially business days prior to Closing, a notice, countersigned with Buyer (the “Tenant Notice”) in the form of Exhibit C-1 Schedule 7 attached hereto, executed by the Secretary or an assistant secretary which Buyer shall send to each tenant under each of the Mortgage Loan 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 each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller;notice. 4. Two (c2) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 business days prior to the Closing, a certificate (“Seller’s Closing Date; (d) A certificate Certificate”), dated as of the Mortgage Loan Seller substantially date of Closing and duly executed by Sellers, in the form of Exhibit C-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 Sellers stating that Sellers are not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act and a title insurance affidavit and GAP Indemnity, if required by the Title Company, duly executed by Sellers or authorized signatory 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 Mortgage Loan Seller Leases together with such leasing and dated the Closing Date, property files and upon records which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies 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 Rent Roll for the 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 Schedule 9, certified by Sellers to be true, correct and each Underwriter as an addresseecomplete in all material respects; and (g) Such further certificates8 Possession and occupancy of the Property, opinions and documents as subject to 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: (a) This Agreement duly executed An Officers' Certificate of the Seller, dated the Closing Date, upon which the Originator, the Purchaser, Financial Security Assurance Inc. ("FSA") and delivered by Salomon Brothers Inc (the Purchaser "Underwriter") may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the Mortgage Loan Sellercertificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of New York; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser, FSA and the Underwriter may rely, in the form of Exhibit C-1 4 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Originator, the Purchaser, FSA and each the Underwriter, substantially in the form attached hereto as Exhibit 5; (d) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Trustee may request in connection with the issuance 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 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 in the Summary under the subheading "The Mortgage Pool" and under the captions "The Mortgage Pool" and "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 Securities 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, each " agrees with the records of which shall include the Purchaser and each Underwriter as an addresseeSeller; and (gj) 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: (a) This this Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An an Officer's Certificate substantially in the form of Exhibit 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, each Underwriter, the Class X Certificate Purchaser and each Underwriter Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (c) A a certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A a certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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, each Underwriter, the Class X Certificate Purchaser and each Underwriter Initial Purchaser may rely; (e) Written opinions a written opinion of counsel for the Mortgage Loan Seller, substantially in a the form reasonably acceptable to counsel for the Purchaser of Exhibit C-3 hereto 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, each Underwriter, the Class X Certificate Purchaser and each UnderwriterInitial Purchaser; (f) 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 Mortgage Loan 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 reasonably requested and the Purchaser, duly executed and delivered by the Rating Agencies in connection with Seller and the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseePurchaser; and (gh) Such such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed The Pooling and delivered by Servicing Agreement, dated as of the Purchaser and the Mortgage Loan Seller; (b) An Officer's Certificate Cut-off Date, substantially in the form of Exhibit C-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 Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and each Underwriter of Citigroup Global Markets Inc., ▇▇▇▇▇▇ Brothers Inc. and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (the “Underwriters”) may rely, attaching in the form of Exhibit 2 hereto, and attached thereto as exhibits the organizational documents a certified copy of the Mortgage Loan resolutions of the board of directors of the Seller; (c) 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 Mortgage Loan Seller from the Secretary of State for of the State of MarylandDelaware; (2) An Officer’s Certificate of the Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of , upon which the Mortgage Loan Seller substantially Purchaser and the Underwriters may rely, in the form of Exhibit C-2 3 hereto, executed by an executive officer or authorized signatory with respect to certain facts regarding the sale of the Mortgage Loan Loans by the Seller and dated to the Closing Date, and upon which the Purchaser and each Underwriter may relyPurchaser; (e3) Written opinions An Opinion of counsel for Counsel of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as Seller (who may be requested by in-house counsel for of the Mortgage Loan Seller and acceptable to counsel for the PurchaserSeller), dated the Closing Date and addressed to the Purchaser and each Underwriterthe Underwriters, substantially in the form attached hereto as Exhibit 4; (f4) Any other A letter from Deloitte & Touche LLP, dated the date hereof, 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 dated April 1, 2005, as supplemented by the supplement dated November 8, 2005 (the “Prospectus Supplement”), relating to the offering of certain classes of Bayview Financial Mortgage Pass-Through Certificates, Series 2005-D, has been properly calculated; (5) Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies 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 each Underwriter as an addresseedelivery of, or performance under, this Agreement or the Pooling and Servicing Agreement; and (g6) 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: (a) This Agreement duly executed and delivered by An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the Mortgage Loan Seller“Underwriter”) may rely, in a form acceptable to the Purchaser; (b) An Officer's A Secretary’s Certificate substantially in the form of Exhibit 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 each the Underwriter may rely, attaching in a form acceptable to the Purchaser, and attached thereto as exhibits the organizational documents copies of the Mortgage Loan certificate of incorporation, by-laws and certificate of good standing of the Seller; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each the Underwriter, in a form acceptable to the Purchaser; (d) 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; (e) 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 August 8, 2006, agrees with the records of the Seller; (f) Any other opinions 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 counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Mortgage Loan Seller reasonably requested by Purchaser’s Prospectus Supplement, dated August 8, 2006 under the Rating Agencies in connection subheading “The Servicers” agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeServicer; and (g) 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: (a) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Credit Suisse First Boston Corporation as representative of the Mortgage Loan Sellerseveral underwriters (the "Representative") may rely, in the form of Exhibit 2 hereto, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of Delaware; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser and the Representative may rely, in the form of Exhibit C-1 3 hereto, executed with respect to certain facts regarding the sale of the Home Equity Loans by the Secretary or an assistant secretary of Seller to the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each the Underwriter, substantially in the form attached hereto as Exhibit 4; (d) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Home Equity Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (e) 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 August 28, 2000, under the captions "Summary of Prospectus Supplement," "The Home Equity Loan Pool," "Yield on the Certificates," "Description of the Certificates" and "Pooling and Servicing Agreement--The Master Servicer" agrees with the records of the Seller; (f) Any other opinions of counsel for the Mortgage Loan The Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include deliver to the Purchaser for inclusion in the Prospectus Supplement under the captions "The Home Equity Loan Pool" and each Underwriter as an addressee"Pooling and Servicing Agreement--The Master Servicer," or for inclusion in other offering material such publicly available information regarding the Seller, its financial condition and its home equity 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; (g) Letters from at least two nationally recognized statistical rating agencies rating the Offered Certificates; and (gh) 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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 1 hereto, 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 Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Originator, the Purchaser and each the Underwriter, substantially in the form attached hereto as Exhibit 3; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser and the Underwriter may 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; (e) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Trustee may request in connection with the issuance 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 from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof, 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 22, 1998, under the captions "Summary-- The Mortgage Pool," "Risk Factors-- Additional Risks Associated with the Mortgage Loans" (except for the third and fourth sentences in the first paragraph and the last sentence in the last paragraph), "The Mortgage Pool" and "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 Securities VII, Inc., Asset- Backed Floating Rate Certificates, Series 1998-OPT2, 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 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 22, 1998 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates, each " agrees with the records of which shall include the Purchaser and each Underwriter as an addresseeSeller; and (gj) 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: (a) This Agreement duly executed and delivered by the Purchaser and the Mortgage Loan SellerCWCapital Parties; (b) An Officer's The Pooling and Servicing Agreement duly executed by the parties thereto; (c) The Indemnification Agreement duly executed by the parties thereto; (d) A Certificate substantially in the form of Exhibit C-1 heretoCWCapital, executed by the Secretary or an assistant secretary a duly authorized officer of the Mortgage Loan Seller, CWCapital and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and each Underwriter the Initial Purchasers may rely, attaching thereto as exhibits to the organizational documents of effect that CWCapital has, in all material respects, complied with all the Mortgage Loan Seller; (c) A certificate of good standing regarding agreements and satisfied all the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (de) A certificate An Officer's Certificate from an officer of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoCWCapital, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and each Underwriter the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of CWCapital, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers; (ef) Written opinions As certified by an officer of CWCapital, true and correct copies of (i) the resolutions of the board of directors authorizing CWCapital's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of CWCapital, and (iii) certificates of good standing of CWCapital Mortgage Securities I and CWCapital Mortgage Securities III issued by the Secretary of State of the State of Delaware as of a recent date; (g) A favorable opinion of counsel for the Mortgage Loan Sellerto CWCapital, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions customary exceptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchasercarveouts, dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and each Underwriter; (f) Any Servicing Agreement, together with such other opinions of such counsel for the Mortgage Loan Seller reasonably requested as may be required by the Rating Agencies in connection with the issuance transactions contemplated hereby; (h) A favorable opinion of in-house counsel to CWCapital, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement; (i) A letter of counsel of CWCapital, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that nothing has come to such counsel's attention that would lead such counsel to believe that the Prospectus Supplement as of the Certificatesdate thereof or as of the Closing Date contains, each with respect to CWCapital or the Mortgage Loans, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to CWCapital or the Mortgage Loans, in the light of the circumstances under which shall include the Purchaser and each Underwriter as an addresseethey were made, not misleading; and (gj) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An Officer's Certificate substantially in the form of Exhibit 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 each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (c) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter and each Initial Purchaser may rely; (e) Written opinions A written opinion of counsel for the Mortgage Loan Seller, substantially in a the form reasonably acceptable to counsel for the Purchaser of Exhibit C-3 hereto 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 and each UnderwriterUnderwriter and each Initial Purchaser; (f) 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 Mortgage Loan 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 reasonably requested and the Purchaser, duly executed and delivered by the Rating Agencies in connection with Seller and the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseePurchaser; and (gh) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents In connection with the Closing, YRC, Company, and/or Town as applicable, shall consist of execute and/or deliver (or cause to be executed and/or delivered) the following: (a) This Agreement duly executed and delivered by the Purchaser and the Mortgage Loan SellerConveyance Documents and, if applicable, Seller Financing Note; (b) An Officer's Certificate substantially in the form of Exhibit 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 each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerBond Documents; (c) A certificate of good standing regarding if applicable, the Mortgage Loan Seller from Project Note, the Secretary of State for the State of MarylandProject Note Transaction Agreement, dated not earlier than 30 days prior and any documents required to be executed pursuant to the Closing DateProject Note Transaction Agreement (including, in the case of Company, a promissory note); (d) A certificate of the Mortgage Construction Loan Seller substantially in the form of Exhibit 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 each Underwriter may relyDocuments; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each UnderwriterDisbursement Approval Agreement; (f) Any the Completion Guaranty and the Taxpayer Agreement Guaranty; (g) the Taxpayer Agreement; (h) the Income Allocation Agreement; (i) the Appreciation Allocation Agreement; (j) if applicable, an amendment to this Agreement attaching a replacement Exhibit G and/or Exhibit I superseding the currently attached Exhibit G and/or Exhibit I; (k) the Multi-Party Agreement; (l) the Closing Appraisal; (m) an affidavit affirming that Company: (i) is enrolled in the E-Verify Program; (ii) is participating in the E-Verify Program; and (iii) does not knowingly employ, or contract with, any Unauthorized Aliens; and (n) copies of such resolutions, consents, authorizations, and other opinions of counsel for evidence as either party or the Mortgage Loan Seller Title Insurer reasonably requested by the Rating Agencies may request in connection with the issuance Closing. YRC may elect to require Company to execute and deliver its documents up to two business days in advance of the Certificatesscheduled Closing date, each of which documents shall include be held in escrow by YRC’s counsel pending the Purchaser and each Underwriter as an addressee; and (g) Such further certificates, opinions and documents as the Purchaser may reasonably requestClosing.

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: (a) 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 Mortgage Loan “Representative”) may rely, and attached thereto copies of the certificate of formation, limited partnership agreement and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) An Officer’s Certificate of RFC, dated the Closing Date, in form satisfactory to and upon which the Purchaser and each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of formation, limited liability company agreement and certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateRFC; (d) A certificate Such opinions of counsel of RFC required by the Mortgage Whole Loan Seller substantially in the form of Exhibit 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 each Underwriter may relyAgreement; (e) Written Such opinions of counsel for as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for Loans by the 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 or the Seller’s execution and each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement for Series 2007-RFC1, dated January 22, 2007 (the “Prospectus Supplement”) relating to the Offered Certificates contained under the captions “Summary—The Mortgage Pool,” “Legal Proceedings,” “Risk Factors,” (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and “Description of the Rating Agencies in connection Mortgage Pool” agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeRFC; and (g) 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: (a) This Agreement duly executed An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, Greenwich Capital Markets, Inc. (“GCM”), WaMu Capital Corp. (“WCC”) and delivered by ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. (“GS” and collectively with GCM and WCC, the Purchaser “Co-Representatives”) and the Mortgage Loan SellerNIMS Insurer, if any, 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 Officer's Officers’ Certificate substantially in the form of Exhibit 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 Purchaser, the Co-Representatives and each Underwriter the NIMS Insurer, if any, may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loan SellerLoans, by the Seller to the Purchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 hereto, executed by an executive officer or authorized signatory (which may be in-house counsel of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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, the Co-Representatives and the NIMS Insurer, if any; (d) Such opinions of counsel as the Rating Agencies, the Co-Representatives, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans and the Cap Agreements by the Seller to the Purchaser or the Seller’s execution and each Underwriterdelivery of, or performance under, this Agreement; (e) 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 Terms—Mortgage Loans”, “Risk Factors”, “The Mortgage Pool” and “Long Beach Mortgage Company” agrees with the records of the Seller; (f) Any other opinions of counsel for the Mortgage Loan The Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include 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 each Underwriter 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 an addresseethe 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 a letter from at least one nationally recognized statistical rating agency rating the Class B-1 Certificates; and (gh) Such further information, certificates, opinions and documents as the Purchaser or the Co-Representatives 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: (a) 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 Mortgage Loan “Representative”) may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateResponsible Party; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable satisfactory to counsel for the 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 and each Underwriterthe Representative; (e) 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; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement for Series 2005-NC3, dated June 3, 2005 (the “Prospectus Supplement”) relating to the Offered Certificates contained under the captions “Summary—The Mortgage Loans,” “Risk Factors,” (to the extent of information concerning the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection Loans contained therein) “The Mortgage Pool” agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeOriginator; and (g) 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: (a) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Inc. (the Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 3 hereto, and attached thereto copies of the certificate of formation, by-laws and certificate of good standing of the Seller under the laws of Nevada; (b) An Officer's Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 4 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each the Underwriter, substantially in the form attached hereto as Exhibit 5; (i) an Officers' Certificate of the Originator, dated the Closing 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 and (ii) if the Class CE Certificates and Class P Certificates are offered pursuant to a 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 "Summary of the Prospectus Supplement--The Mortgage Loans," "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, "The Mortgage Pool", and "Pooling and Servicing Agreement--The Originator and Master Servicer", as of the date of the Prospectus Supplement is true and accurate in all material respects; (e) An Officers' Certificate of the Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit 7 hereto, with respect to certain facts regarding the sale of the Mortgage Loans by the Originator to the Seller; (f) Any other opinions An Opinion of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance Counsel of the CertificatesOriginator, each of which shall include dated the Closing Date and addressed to the Purchaser and each Underwriter the Underwriter, substantially in the form attached hereto as an addressee; andExhibit 8; (g) 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; (h) 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 March 22, 1999 in the Summary under the subheading "The Mortgage Loans" and under the captions "The Mortgage Pool" and "Pooling and Servicing Agreement--The Originator and Master Servicer", agrees with the records of the Originator; (i) The Originator shall deliver for inclusion in the Prospectus Supplement for Salomon Brothers Mortgage Securities VII, Inc., Floating Rate Mortgage Pass-Through Certificates, Series 1999-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 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; (j) 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 March 22, 1999 under the captions "Summary of Prospectus Supplement", "Yield on the Certificates" and "Description of the Certificates" agrees with the records of the Originator; and (k) 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: (ai) This Agreement this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (bii) 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 C-1 D-1 hereto, executed by the Secretary Secretary, a vice president or an assistant secretary of the Mortgage Loan 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 each Underwriter the 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 Mortgage Loan Seller; (civ) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date[Reserved]; (dv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 D-2 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller on the Seller's behalf and dated the Closing Date, and upon which the Purchaser and each Underwriter Interested Parties may rely; (evi) Written a written opinion or opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as Seller (which may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaserinclude an opinion of in-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 each Underwritershall cover such corporate and other matters as shall be reasonably required by the Purchaser; (fvii) Any other opinions one or more comfort letters from Ernst & Young, certified public accountants, dated the date of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance any preliminary Prospectus Supplement and of the CertificatesProspectus Supplement, each 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 include be described in such letters, they have recalculated such numbers and percentages relating to the Purchaser Mortgage Loans set forth in any preliminary Prospectus Supplement and the Prospectus Supplement, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement and the Prospectus Supplement, respectively, and found each Underwriter as an addressee; andsuch number and percentage set forth in any preliminary Prospectus Supplement and the Prospectus Supplement, respectively, to be in agreement with the results of such calculations; (gviii) 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 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed and delivered by An Officers' Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the Mortgage Loan Seller"Underwriter") may rely, in a form acceptable to the Purchaser; (b) An OfficerA Secretary's Certificate substantially in the form of Exhibit 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 each the Underwriter may rely, attaching in a form acceptable to the Purchaser, and attached thereto as exhibits the organizational documents copies of the Mortgage Loan certificate of incorporation, by-laws and certificate of good standing of the Seller; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and the Underwriter, in a form acceptable to the Purchaser; (d) An Officers' Certificate of each UnderwriterOriginator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser; (e) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the CertificatesMortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, each or performance under, this Agreement; (g) 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 shall include they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser Purchaser's Prospectus Supplement, dated March 29, 2004, agrees with the records of the Seller; (i) Letters from certified public accountants for each Originator, dated the date hereof and each Underwriter to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an addresseeaccounting, financial or statistical nature set forth in the Purchaser's Prospectus Supplement, dated March 29, 2004 under the subheading "The Master Servicer and the Servicers--The Servicers" agrees with the records of the Servicer; and (gj) 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: (a) 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 Mortgage Loan “Representative”) may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateResponsible Party; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable satisfactory to counsel for the 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 and each Underwriterthe Representative; (e) 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; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s prospectus supplement for Series 2007-FRE1, dated April 4, 2007 (the “Prospectus Supplement”) relating to the Offered Certificates contained under the captions “Summary—The Mortgage Pool,” “Legal Proceedings,” “Risk Factors,” (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and “Description of the Rating Agencies in connection Mortgage Pool” agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeOriginator; and (g) Such further information, certificates, opinions and documents as the Purchaser or the Representative may reasonably request.

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: (ai) 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 Mortgage Loan “Transfer Documents”) executed by such Seller; (bii) An Officer's Certificate substantially in the form of Exhibit C-1 hereto, Escrow Agreement duly executed by the Secretary or an assistant secretary of the Mortgage Loan each Seller, each Shareholder and dated the Escrow Agent; (iii) noncompetition, confidentiality and nonsolicitation agreements in for a five year period from the Closing Date, in form and upon which substance reasonably satisfactory to the Purchaser Purchaser, Seller and the Shareholders (the “Noncompetition Agreements”), executed by Seller and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerShareholder; (civ) A certificate employment agreements and confidentiality, noncompetition and nonsolicitation agreements duly executed by 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 offer letters by other key employees as reasonably requested by Purchaser and reasonably satisfactory to Purchaser; (v) Secretary’s Certificate of each Seller, in form and substance reasonably satisfactory to Purchaser, duly executed by such Seller’s secretary; (vi) Good standing certificates (including tax good standing regarding certificates, if available from such state) dated as of a date within one week of the Mortgage Loan Closing Date for each Seller from certified by the Secretary of State for and relevant taxing authority of the State state of Maryland, dated not earlier than 30 days prior to its incorporation and each of the Closing Datestates set forth opposite its name on Schedule 4.1; (dvii) A certificate of the Mortgage Loan Seller substantially Lease assignment, landlord consents and nondisturbance agreements in the form of Exhibit 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 substance reasonably satisfactory to Purchaser and from each Underwriter may rely; (e) Written opinions of counsel landlord under a lease for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and each Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeLeased Real Property; and (gviii) 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 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed and delivered by An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the Mortgage Loan Seller“Underwriter”) may rely, in a form acceptable to the Purchaser; (b) An Officer's A Secretary’s Certificate substantially in the form of Exhibit 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 each the Underwriter may rely, attaching in a form acceptable to the Purchaser, and attached thereto as exhibits the organizational documents copies of the Mortgage Loan certificate of incorporation, by-laws and certificate of good standing of the Seller; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 and the Underwriter, in a form acceptable to the Purchaser; (d) An Officers’ Certificate of each UnderwriterOriginator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser; (e) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the CertificatesMortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, each or performance under, this Agreement; (g) 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 shall include they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser Purchaser’s Prospectus 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 each Underwriter to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an addresseeaccounting, 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 (gi) 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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 3 hereto, 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 Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 4 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Originator, the Purchaser and each the Underwriter, substantially in the form attached hereto as Exhibit 5; (d) An Officer's Certificate of the Originator, dated the Closing Date, upon which the Seller, the Purchaser 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 its state of incorporation; (e) 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) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Trustee may request in connection with the issuance 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 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 in the Summary under the subheading "The Mortgage Pool" and under the captions "The Mortgage Pool" and "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 Securities 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, each " agrees with the records of which shall include the Purchaser and each Underwriter as an addresseeSeller; and (gj) 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: (a) This Agreement duly executed An Officers’ Certificate of the Seller, dated the Closing Date, upon which the Purchaser, ▇▇▇▇▇▇ Brothers Inc. and delivered by WaMu Capital Corp. (the Purchaser “Underwriters”) and the Mortgage Loan SellerNIMS Insurer, if any, 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 Officer's Officers’ Certificate substantially in the form of Exhibit 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 Purchaser, the Underwriters and each Underwriter the NIMS Insurer, if any, may rely, attaching thereto as exhibits with respect to certain facts regarding the organizational documents sale of the Mortgage Loan SellerLoans, by the Seller to the Purchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 hereto, executed by an executive officer or authorized signatory (which may be in-house counsel of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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, the Underwriters and the NIMS Insurer, if any; (d) Such opinions of counsel as the Rating Agencies, the Underwriters, the Trustee or the NIMS Insurer, if any, may reasonably request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and each Underwriterdelivery of, or performance under, this Agreement; (e) 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 Terms—Mortgage Loans”, “Risk Factors”, “The Mortgage Pool” and “Long Beach Mortgage Company” agrees with the records of the Seller; (f) Any other opinions of counsel for the Mortgage Loan The Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates, each of which shall include 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 each Underwriter 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 an addresseethe 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 (gh) 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: (ai) This Agreement this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (bii) 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 C-1 D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan 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 each Underwriter the 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 Mortgage Loan Seller; (civ) A a certificate of good standing regarding with respect to the Mortgage Loan Seller from issued by the Secretary of State for of the State of Maryland, dated Delaware not earlier than 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (dv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit C-2 D-2 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller on the Seller's behalf and dated the Closing Date, and upon which the Purchaser and each Underwriter Interested Parties may rely; (evi) Written a written opinion or opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as Seller (which may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaserinclude an opinion of in-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 each Underwritershall cover such corporate and other matters as shall be reasonably required by the Purchaser; (fvii) Any other opinions one or more comfort letters from PriceWaterhouse Coopers LLC, certified public accountants, dated the date of counsel for the Mortgage Loan Seller reasonably requested by the Rating Agencies in connection with the issuance any preliminary Prospectus Supplement and of the CertificatesProspectus Supplement, each 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 include be described in such letters, they have recalculated such numbers and percentages relating to the Purchaser Mortgage Loans set forth in any preliminary Prospectus Supplement and the Prospectus Supplement, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement and the Prospectus Supplement, respectively, and found each Underwriter as an addressee; andsuch number and percentage set forth in any preliminary Prospectus Supplement and the Prospectus Supplement, respectively, to be in agreement with the results of such calculations; (gviii) 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: (a) 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 Mortgage Loan 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; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerUnderwriter; (c) A An Officer's Certificate of the Originator, dated the Closing Date, in form satisfactory to and upon which the Seller, the Purchaser and the Underwriter may rely, and attached thereto copies of the certificate of incorporation, by- laws and certificate of good standing regarding of the Mortgage Loan Seller from Originator under the Secretary laws of State for the State its state of Maryland, dated not earlier than 30 days prior to the Closing Dateincorporation; (d) A certificate An opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoOriginator, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, in form satisfactory to and upon which addressed to the Purchaser and each Underwriter may relyUnderwriter; (e) Written Such opinions of counsel for as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loan Seller, in a form reasonably acceptable to counsel for Loans by the 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 or the Seller's execution and each Underwriterdelivery of, or performance under, this Agreement; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Prospectus Supplement contained under the captions "Summary--Mortgage Loans," "Risk Factors," (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and "Description of the Rating Agencies in connection Mortgage Loans" agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addressee; andOriginator; (g) 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: (a) 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 Mortgage Loan “Representative”) may rely, and attached thereto copies of the certificate of formation, limited liability company agreement and certificate of good standing of the Seller; (b) An Officer's Certificate substantially in the form Opinion of Exhibit C-1 hereto, executed by the Secretary or an assistant secretary Counsel of the Mortgage Loan 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 each Underwriter the Representative may rely, attaching and attached thereto as exhibits the organizational documents copies of the Mortgage Loan Seller; (c) A certificate of incorporation, by-laws and certificate of good standing regarding of the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing DateResponsible Party; (d) A certificate An Opinion of Counsel of the Mortgage Loan Seller substantially in the form of Exhibit C-2 heretoResponsible Party, executed by an executive officer or authorized signatory of the Mortgage Loan Seller and dated the Closing Date, and upon which the Purchaser and each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable satisfactory to counsel for the 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 and each Underwriterthe Representative; (e) 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; (f) Any other opinions A letter from Deloitte & Touche LLP, certified public accountants, to the effect that they have performed certain specified procedures as a result of counsel which they 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”) relating to the Offered Certificates contained under the captions “Summary—The Mortgage Pool,” “Legal Proceedings,” “Risk Factors,” (to the extent of information concerning the Mortgage Loan Seller reasonably requested by Loans contained therein) and “Description of the Rating Agencies in connection Mortgage Pool” agrees with the issuance records of the Certificates, each of which shall include the Purchaser and each Underwriter as an addresseeOriginator; and (g) 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: (a) 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 Mortgage Loan Seller"Underwriter") may rely, in the form of Exhibit 1 hereto, 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 Officers' Certificate substantially of the Seller, dated the Closing Date, upon which the Originator, the Purchaser and the Underwriter may rely, in the form of Exhibit C-1 2 hereto, executed by with respect to certain facts regarding the Secretary or an assistant secretary sale of the Mortgage Loan Seller, and dated Loans by the Closing Date, and upon which Seller to the Purchaser and each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan SellerPurchaser; (c) A certificate An Opinion of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate Counsel of the Mortgage Loan Seller substantially in the form of Exhibit 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 each Underwriter may rely; (e) Written opinions of counsel for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the 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 Originator, the Purchaser and each the Underwriter, substantially in the form attached hereto as Exhibit 3; (fd) Any other Such opinions of counsel for the Mortgage Loan Seller reasonably requested by as the Rating Agencies or the Trustee may request in connection with the issuance sale of the Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement; (e) 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 Certificates, each " agrees with the records of which shall include the Purchaser and each Underwriter as an addresseeSeller; and (g) Such further certificates, opinions and documents as the Purchaser may reasonably request.